Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 28, 2017 | Apr. 13, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | YAPPN CORP. | |
Entity Central Index Key | 1,511,735 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 28, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 40,322,314 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Current assets: | ||
Cash | $ 138,951 | $ 448,575 |
Accounts receivable | 3,619 | 29,244 |
Note receivable | 1,123,289 | |
Prepaid expenses | 92,427 | 113,262 |
Total current assets | 234,997 | 1,714,370 |
Equipment, net | 11,248 | 14,632 |
Intangible assets | 3,902,687 | 4,676,221 |
Total Assets | 4,148,932 | 6,405,223 |
Current liabilities: | ||
Accounts payable | 401,496 | 533,030 |
Accrued expenses | 210,635 | 430,754 |
Short term accrued interest | 155,437 | 409,280 |
Accrued development and related expenses - related party | 16,654 | |
Short term loans | 89,462 | 284,451 |
Convertible promissory notes and debentures | 355,000 | 2,454,824 |
Total current liabilities | 1,212,030 | 4,128,993 |
Other liabilities: | ||
Long term accrued interest | 1,200,406 | 577,231 |
Long term loans | 1,326,348 | |
Long term secured debentures | 4,550,388 | 4,550,388 |
Convertible secured debentures | 504,214 | 375,279 |
Total Liabilities | 8,793,386 | 9,631,891 |
Stockholders' Deficit | ||
Preferred stock, par value $.0001 per share, 50,000,000 shares authorized: Series 'A' Convertible, 10,000,000 shares authorized; nil shares issued and outstanding | ||
Common stock, par value $.0001 per share, 400,000,000 shares authorized 40,322,314 issued and outstanding (May 31, 2016 - 30,081,163) | 16,124 | 15,100 |
Common stock, par value $.0001 per share, 18,988,318 shares subscribed not issued (May 31, 2016 - 20,308,890) | 2,639,071 | 3,068,945 |
Additional paid-in capital | 19,186,011 | 15,353,712 |
Deficit | (26,485,660) | (21,664,425) |
Total Stockholders' Deficit | (4,644,454) | (3,226,668) |
Total Liabilities And Stockholders' Deficit | $ 4,148,932 | $ 6,405,223 |
Interim Condensed Consolidated3
Interim Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Feb. 28, 2017 | May 31, 2016 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 40,322,314 | 30,081,163 |
Common stock, shares outstanding | 40,322,314 | 30,081,163 |
Common stock, par value of shares subscribed not issued | $ 0.0001 | $ 0.0001 |
Common stock, shares subscribed not issued | 18,988,318 | 20,308,890 |
Series A Convertible preferred stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Interim Condensed Consolidated4
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 65,130 | $ 101,537 | $ 272,196 | $ 911,918 |
Cost of revenue | 42,343 | 9,134 | 93,760 | 146,068 |
Gross profit | 22,787 | 92,403 | 178,436 | 765,850 |
Operating expenses: | ||||
Marketing | 3,251 | 26,152 | 20,596 | 224,900 |
Research and development expenses | 183,396 | 109,203 | 469,967 | 301,168 |
General and administrative expenses | 357,671 | 497,826 | 1,159,021 | 1,272,484 |
Professional fees | 46,724 | 241,025 | 155,482 | 401,048 |
Consulting | 72,438 | 92,590 | 184,747 | 295,665 |
Depreciation | 3,341 | 102 | 5,773 | 300 |
Amortization | 265,880 | 263,940 | 797,630 | 483,890 |
Stock based compensation | 335,675 | 64,772 | 1,145,338 | 478,289 |
Total operating expenses | 1,268,376 | 1,295,610 | 3,938,554 | 3,457,744 |
Loss from operations | (1,245,589) | (1,203,207) | (3,760,118) | (2,691,894) |
Other expense/(income): | ||||
Interest expense | 272,402 | 268,222 | 794,693 | 616,609 |
Financing expense on issuance of convertible notes and common stock | 632,250 | |||
Change in fair value of convertible debentures and notes | 108,950 | 289,881 | 405,137 | (550,456) |
Prepayment fees on variable conversion rate notes | 29,350 | 306,140 | ||
Miscellaneous expense/(income) | 8,376 | (11,077) | 12,087 | (27,843) |
Gain on debt settlement | (1,119,089) | (1,119,089) | ||
Impairment of note receivable | 968,289 | |||
Total other expense/(income) | (729,361) | 576,376 | 1,061,117 | 976,700 |
Net loss before taxes | (516,228) | (1,779,583) | (4,821,235) | (3,668,594) |
Provision for income taxes | ||||
Net loss and comprehensive loss | $ (516,228) | $ (1,779,583) | $ (4,821,235) | $ (3,668,594) |
Net loss per weighted-average shares of common stock - basic and diluted | $ (0.01) | $ (0.07) | $ (0.13) | $ (0.19) |
Weighted-average number of shares of common stock issued and outstanding - basic and diluted | 40,322,314 | 26,433,163 | 37,070,744 | 19,269,659 |
Interim Condensed Consolidated5
Interim Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Total | Common Stock | Common Stock Subscribed | Additional Paid-in Capital | Accumulated Deficit |
Balance at May. 31, 2015 | $ (6,643,283) | $ 13,423 | $ 124,567 | $ 7,981,579 | $ (14,762,852) |
Balance, Shares at May. 31, 2015 | 13,422,814 | 99,344 | |||
Stock-based compensation | 1,164,887 | 1,164,887 | |||
Stock issued on exercise of warrants | $ 12 | (12) | |||
Stock issued on exercise of warrants, shares | 11,667 | ||||
Issuance of common stock for purchase technology | 1,806,608 | $ 1,300 | 1,805,308 | ||
Issuance of common stock for purchase technology, shares | 12,998,682 | ||||
Stock to be issued for purchase of technology | 2,639,071 | $ 2,639,071 | |||
Stock to be issued for purchase of technology, shares | 18,988,318 | ||||
Issuance of warrants classified as equity | 1,279,846 | 1,279,846 | |||
Warrants associated with a secured convertible debenture | 1,700,052 | 1,700,052 | |||
Common stock associated with common stock and warrants financing | 568,926 | $ 365 | 568,561 | ||
Common stock associated with common stock and warrants financing, shares | 3,648,000 | ||||
Warrants associated with common stock and warrants financing | 343,074 | 343,074 | |||
Stock issued on conversion of debt | 305,307 | $ 305,307 | |||
Stock issued on conversion of debt, shares | 1,221,228 | ||||
Beneficial conversion feature | 510,417 | 510,417 | |||
Net loss | (6,901,573) | (6,901,573) | |||
Ending Balance at May. 31, 2016 | (3,226,668) | $ 15,100 | $ 3,068,945 | 15,353,712 | (21,664,425) |
Ending Balance, Shares at May. 31, 2016 | 30,081,163 | 20,308,890 | |||
Stock-based compensation | 1,095,339 | 1,095,339 | |||
Issuance of warrants classified as equity | 77,966 | 77,966 | |||
Common stock associated with common stock and warrants financing | 253,634 | $ 178 | 253,456 | ||
Common stock associated with common stock and warrants financing, shares | 1,780,000 | ||||
Warrants associated with common stock and warrants financing | 191,366 | 191,366 | |||
Stock issued on conversion of debt | 2,064,830 | $ 823 | 2,064,007 | ||
Stock issued on conversion of debt, shares | 8,227,822 | ||||
Stock to be issued for debenture conversion | (305,307) | $ (305,307) | |||
Stock to be issued for debenture conversion, shares | (1,221,228) | ||||
Stock to be issued under prior obligation | (4,379) | $ 11 | $ (124,567) | 120,177 | |
Stock to be issued under prior obligation, shares | 113,329 | (99,344) | |||
Stock issued to settle prior obligation | 30,000 | $ 12 | 29,988 | ||
Stock issued to settle prior obligation, shares | 120,000 | ||||
Net loss | (4,821,235) | (4,821,235) | |||
Ending Balance at Feb. 28, 2017 | $ (4,644,454) | $ 16,124 | $ 2,639,071 | $ 19,186,011 | $ (26,485,660) |
Ending Balance, Shares at Feb. 28, 2017 | 40,322,314 | 18,988,318 |
Interim Condensed Consolidated6
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Cash Flows From Operating Activities: | ||
Net and comprehensive loss | $ (4,821,235) | $ (3,668,594) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 5,773 | 300 |
Amortization | 797,630 | 483,890 |
Stock based compensation | 1,145,338 | 478,289 |
Change in fair value of convertible debentures and notes | 405,137 | (550,456) |
Financing expense on issuance of convertible promissory notes, and common stock | 632,250 | |
Impairment of note receivable | 968,289 | |
Gain on debt settlement | (1,119,089) | |
Unrealized foreign exchange and vendor settlements | 12,373 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 25,625 | 12,520 |
Note receivable | 155,000 | |
Prepaid expenses | 20,835 | (59,541) |
Accounts payable and accrued liabilities | 549,085 | 830,406 |
Accrued development and related expenses - related party | (16,654) | (401,979) |
Deferred revenue | (12,500) | |
Net Cash Used in Operating Activities | (1,871,893) | (2,255,415) |
Cash Flows From Investing Activities: | ||
Expenditures on patents | (24,096) | (15,927) |
Capital expenditures | (2,211) | (377) |
Net Cash Used in Investing Activities | (26,307) | (16,304) |
Cash Flows From Financing Activities: | ||
Proceeds from convertible promissory notes and debentures | 90,750 | |
Proceeds from line of credit, net | (1,092,025) | |
Proceeds from secured debentures | 2,096,653 | |
Proceeds from secured convertible debentures | 2,040,000 | |
Repayments of short term loans | (32,772) | (151,791) |
Proceeds from short term loans | 168,823 | |
Proceeds from long term loans | 1,326,348 | |
Repayment of convertible promissory notes and debentures | (883,564) | |
Proceeds from common stock private placement | 295,000 | |
Net Cash Provided by Financing Activities | 1,588,576 | 2,268,846 |
Net decrease in cash | (309,624) | (2,873) |
Cash, beginning of period | 448,575 | 19,496 |
Cash, end of period | 138,951 | 16,623 |
Non Cash Investing and Financing Activities Information: | ||
Common stock issued on exercise of warrants | 37,100 | |
Conversion of short term loan | 100,000 | |
Conversion of short term loan and line of credit into secured debentures | 419,305 | |
Common stock issued for acquisition of technology | 1,806,608 | |
Common stock to be issued for acquisition of technology | 2,639,071 | |
Common stock issued for prior obligation | 124,567 | |
Private placement of units in settlement of payables | 50,000 | |
Common stock issued for conversion of debt | 2,064,830 | |
Cash paid for interest during the nine month period | $ 15,000 | $ 67,941 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Feb. 28, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation and Organization Yappn Corp., formerly “Plesk Corp.”, (the “Company”) was incorporated under the laws of the State of Delaware on November 3, 2010. The business plan of the Company is to provide effective unique and proprietary tools and services that create dynamic solutions that enhance a brand’s messaging, media, e-commerce and support platforms. The Company has offices in the United States and Canada. In March 2013, the Company acquired a concept and technology license from Intertainment Media Inc., a Canadian company, in exchange for 7,000,000 shares of common stock of the Company. As a result of this exchange, Intertainment Media Inc. acquired, at that time, a seventy percent (70%) ownership of the Company. On September 15, 2015, the Company closed the acquisition of Ortsbo Inc.’s (a subsidiary of Intertainment Media Inc.) intellectual property. As a result of the acquisition, Intertainment Media Inc.’s ownership was reduced to 37% (currently 28.35%). The accompanying interim condensed consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated financial statements of the Company as of February 28, 2017, and for the three and nine month periods ended February 28, 2017 and February 29, 2016 respectively, are unaudited. However, in the opinion of management, the interim condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments necessary to present fairly the Company’s financial position as of February 28, 2017 and February 29, 2016 respectively, and the results of its operations and its cash flows for the nine month period ended February 28, 2017 and February 29, 2016 respectively. These results are not necessarily indicative of the results expected for the fiscal year ending May 31, 2017. The accompanying interim condensed consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited consolidated financial statements as of May 31, 2016 filed with the Securities and Exchange Commission, for additional information including significant accounting policies. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company has not yet made a determination as to the method of application (full retrospective or modified retrospective). It is too early to assess whether the impact of the adoption of this new guidance will have a material impact on the Company's results of operations or financial position. On August 27, 2014 the FASB issued a new financial accounting standard on going concern, Update 2014-15, “Presentation of Financial Statements – Going Concern (subtopic 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 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 Company is currently evaluating the impact of this accounting standard. In November 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-16, “Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity.” The ASU clarifies how current guidance should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivatives feature being evaluated for bifurcation, in evaluating the nature of a host contract. The ASU is effective for fiscal years beginning after December 15, 2015 and interim periods beginning after December 15, 2016. The Company has determined there is no material impact to the accounting treatment of its hybrid financial instruments based on this new standard. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
Going Concern
Going Concern | 9 Months Ended |
Feb. 28, 2017 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern The accompanying interim condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced negative cash flows from operations since inception and has incurred a deficit of $26,485,660 through February 28, 2017. As of February 28, 2017, the Company had a working capital deficit of $977,033. During the nine months ended February 28, 2017, net cash used in operating activities was $1,871,893. The Company expects to have similar cash needs for the next twelve months. At the present time, the Company does not have sufficient funds to fund operations over the next twelve months. Implementation of the Company business plan will require additional debt or equity financing and there can be no assurance that additional financing can be obtained on acceptable terms. The Company has realized limited revenues to cover its operating costs. As such, the Company has incurred an operating loss since inception. This and other factors raise substantial doubt about its ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required, and ultimately to attain profitability. The interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to meet its operating cash flow requirements from financing activities until the future operating activities become sufficient to support the business to enable the Company to continue as a going concern. The Company continues to work on generating operating cash flows from the commercialization of its business. Until those cash flows are sufficient the Company will pursue other financing when deemed necessary. The Company is pursuing a number of different financing opportunities in order to execute its business plan. These include, short term debt arrangements, convertible debt arrangements, common share equity financings, either through a private placement or through the public markets. During the nine months ended February 28, 2017, the Company, through a private placement pursuant to Regulation S of the Securities Act of 1933, raised $1,588,576 through various financial instruments, net of repayments. There can be no assurance that the raising of future equity or debt will be successful or that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity and financing at satisfactory terms and amounts could have a materially adverse effect on the Company’s ability to continue as a going concern. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Concentration of Credit Risk an
Concentration of Credit Risk and Note Receivable | 9 Months Ended |
Feb. 28, 2017 | |
Concentration of Credit Risk and Note Receivable [Abstract] | |
Concentration of Credit Risk and Note Receivable | 3. Concentration of Credit Risk and Note Receivable All of the Company’s revenues are attributed to a small number of customers. Two customers comprised 91% and 55% of the Company’s revenue for the three and nine month periods ended February 28, 2017. Our former largest customer comprises 0% of the revenue recorded for the nine months ended February 28, 2017 and had comprised 89% of the revenue for the nine months ended February 29, 2016. Intelligent Content Enterprises (“ICE”) comprises 0% and 33% of revenue recorded for the three and nine months ended February 28, 2017. Due to the long period without payment, the Company determined the revenue recognition criteria starting at the beginning of the Company’s second quarter of fiscal 2016 for Digital Widget Factory (Belize) (“DWF”) was not met. Effective February 29, 2016, Digital Widget Factory (Belize) (“DWF”) sold the technology platform, partially developed by Yappn, in conjunction with DWF’s principals, to ICE in exchange for common shares of ICE. As part of the transaction, DWF received ownership and rights to 24 million common shares of ICE for a large minority shareholder position of ICE (the “ICE Transaction”). During the fourth quarter of fiscal 2016, the Company executed a promissory note from DWF for the outstanding value of the billings of $2,125,000. The promissory note was secured by DWF’s ICE stock holdings in the amount of 2,250,000 restricted common shares, which at the market value at the time of execution significantly exceeded the value of the promissory note. The note receivable included monthly payments of differing amounts with the final payment scheduled by November 30, 2016. Additionally, the Company received stock options for the purchase of shares of common stock of ICE from DWF which expired on November 30, 2016. The Company has not received any payments from DWF during the second and third quarter of fiscal 2017, and the secured note final payment date was contracted to be fully paid by November 30, 2016. During the second quarter of fiscal 2017, as at November 30, 2016, management recorded a full impairment on the remaining $968,289 recorded in its financial statements. $1,870,000 in principal remained outstanding against the note receivable. In early 2017, a dispute arose between ICE and DWF over the terms in the asset purchase agreement. The parties agreed to unwind the original transaction. DWF regained title to the assets developed by Yappn and DWF in addition to the additional enhancements while under ICE’s control. ICE’s publicly traded stock was cease traded by the regulators (although subsequently resumed trading) and the original security of ICE shares between DWF and ICE securing the DWF note receivable was, at that time, unmarketable. On February 28, 2017, management reached a resolution with DWF stakeholders. Yappn agreed to reduce its stake in the DWF assets to $800,000 which will be in the form of a new investment in DWF with the specific terms to be determined. This reduced position in DWF’s assets is in exchange for DWF stakeholders forgiving all unsecured debentures, secured debenture, term debt, and related interest that were obligations of Yappn. More specifically, the Company settled $305,000 of unsecured convertible debentures and accrued interest of $91,408 with Series A and B common stock purchase warrants repriced to $0.25 and an extension of one year to maturity of both warrants (Note 7), $250,000 of unsecured convertible debentures and accrued interest of $43,613 with Series D warrants repriced to $0.25 and an extension of one year to maturity of the warrants (Note 7), $65,228 of unsecured term loans and related interest of $16,512 (Note 5), and $200,000 of secured convertible debentures and accrued interest of $20,000 issued to a consultant (Note 8). In addition to the above, the Company has negotiated its release from various past consulting obligations. The Series A, B, and D common stock purchase warrants were repriced to $0.25 from $1.00, $2.00, and $2.20 respectively and extended an additional one year to expire in 2020. Subsequent to February 28, 2017 undertakings for the repricing of the warrants were approved formally by the Board of Directors (Note 13). Due to the uncertainty of ultimate collectability, the Company will not record any value for the $800,000 investment in DWF until cash collection is reasonably assured, or a liquid market with quoted market prices exist to allow realization from a sale of the investment. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Feb. 28, 2017 | |
Intangible Assets [Abstract] | |
Intangible Assets | 4. Intangible Assets On September 15, 2015, the Company finalized its purchase of intellectual property assets of Ortsbo, Inc. (“Ortsbo”) pursuant to an Asset Purchase Agreement executed and closed on July 15, 2015. With this closing, the Company had an obligation to issue 31,987,000 shares of common stock of Yappn to Ortsbo or its designees. During the second quarter of fiscal 2016, from the share issuance obligations from the purchase of the Ortsbo intellectual property assets, 12,998,682 shares were issued comprising 8,312,500 to Ortsbo and 4,686,182 to the former debt and minority shareholders of Ortsbo, which were valued at $1,806,608 leaving 18,988,318 shares to be issued which remain outstanding as at February 28, 2017 and are reserved but not issued pending instructions from the recipients. Yappn also assumed $975,388 of debt as part of the transaction. This assumed debt was immediately subscribed as part of the secured debenture in Yappn (Note 6). The fair value for the agreed upon consideration for the acquisition of intellectual property from Ortsbo was $16,968,888, however, due to the common control of Ortsbo and the Company, the value of the intangible assets acquired from Ortsbo was recorded at the carrying value in the financial records of Ortsbo. This value was $5,421,067 on September 15, 2015. Intangible Assets Technology Pending Patents Issued Total Balance on Acquisition - September 15, 2015 $ 5,278,773 $ 142,294 $ - $ 5,421,067 Additions - 21,522 - 21,522 Amortization (747,830 ) - - (747,830 ) Disposal - (18,538 ) - (18,538 ) Balance, May 31, 2016 $ 4,530,943 $ 145,278 $ - $ 4,676,221 Additions - 24,096 - 24,096 Reclassification - (43,253 ) 43,253 - Amortization (791,820 ) - (5,810 ) (797,630 ) Balance, February 28, 2017 $ 3,739,123 $ 126,121 $ 37,443 $ 3,902,687 |
Short Term Loans
Short Term Loans | 9 Months Ended |
Feb. 28, 2017 | |
Unsecured Convertible Promissory Notes and Debentures/Convertible Secured Debentures and Long-term Loan/Short Term Loans [Abstract] | |
Short Term Loans | 5. Short Term Loans The Company has a past due term loan originated on April 1, 2014 with an interest rate of 1% per month. The Company repaid $15,483 (Canadian $20,000) during the first quarter of fiscal 2017. As at February 28, 2017, the loan had a value of $89,462 ($118,815 Canadian). The Company had a past due term loan originated on January 7, 2014 with an interest rate of 1% per month. The Company repaid $13,899 (Canadian $18,125) during the first quarter of fiscal 2017. During the third quarter, the balance of the loan was settled with the debt holder as part of the DWF settlement (Note 3), leaving a value of $nil as at February 28, 2017. During the fourth quarter of fiscal 2016, the Company received $100,000 from a director as an intended subscription in anticipation of a third closing of a private placement of units consisting of one common stock at $0.25 per share and one common stock purchase warrant with an exercise price of $0.25 per share. The Company completed this closing on August 31, 2016 and the loan was applied against the private placement (Note 9). The following is a summary of Short Term Loans: Principal amounts April 1, January 7, Other Loans Total Fair value at May 31, 2015 $ 152,545 $ 82,817 $ 556,566 $ 791,928 Borrowing during the first quarter - - 328,265 328,265 Borrowing during the second quarter - - 1,201,000 1,201,000 Borrowing during the third quarter - - 170,468 170,468 Borrowing during the fourth quarter - - 100,000 100,000 Fair value adjustments (9,446 ) (4,251 ) (19,726 ) (33,423 ) Conversions - - (1,832,768 ) (1,832,768 ) Repayments (37,214 ) - (403,805 ) (441,019 ) Fair value at May 31, 2016 $ 105,885 $ 78,566 $ 100,000 $ 284,451 Fair value adjustments (940 ) (760 ) - (1,700 ) Conversions - - (100,000 ) (100,000 ) Repayments (15,483 ) (13,899 ) - (29,382 ) Settlement - (63,907 ) - (63,907 ) Fair value at February 28, 2017 $ 89,462 $ - $ - $ 89,462 |
Non-Convertible Secured Debentu
Non-Convertible Secured Debentures | 9 Months Ended |
Feb. 28, 2017 | |
Non-Convertible Secured Debentures [Abstract] | |
Non-Convertible Secured Debentures | 6. Non-Convertible Secured Debentures Yappn closed the first tranche of secured debentures (secured by general security of the Company’s assets) in the amount of $4,550,388. The secured debentures carry an annual interest rate of 12% payable at maturity. Maturity was initially the earlier of the date proceeds are available from a public offering or December 31, 2015. During the third quarter of fiscal 2016, the holders of the Secured Debentures (the “Holders”) agreed to extend the maturity date of the Secured Debentures from December 31, 2015 to July 15, 2020, and were provided with the right to amend the Secured Debenture such that a Holder shall have the right to require the Company to satisfy the outstanding obligations underlying the Secured Debenture; provided, however, that at least two thirds (66.67%) of the Holders of the principal amount of secured debentures consent to a put of their Secured Debentures to the Company. The secured debentures balance as at February 28, 2017, was $4,550,388 (Note 12). Interest expense for the three and nine month period ended February 28, 2017 was $136,512 and $409,535 respectively ($136,512 and $330,695 for the three and nine months ended February 29, 2016). |
Unsecured Convertible Promissor
Unsecured Convertible Promissory Notes and Debentures | 9 Months Ended |
Feb. 28, 2017 | |
Unsecured Convertible Promissory Notes and Debentures/Convertible Secured Debentures and Long-term Loan/Short Term Loans [Abstract] | |
Unsecured Convertible Promissory Notes and Debentures | 7. Unsecured Convertible Promissory Notes and Debentures The following is a summary of the unsecured convertible promissory notes and debentures as of February 28, 2017: Principal amounts: Convertible Promissory Notes and Conversions Settlement Total Outstanding Principal Total Borrowings Borrowing on January 29, 2014 $ 395,000 $ (260,000 ) - $ 135,000 Borrowing on February 27, 2014 305,000 - (305,000 ) - Borrowing on April 1, 2014 469,000 (299,000 ) - 170,000 Borrowing on April 23, 2014 50,000 (50,000 ) - - Borrowing on May 31, 2014 1,000,000 (1,000,000 ) - - Borrowing on June 27, 2014 250,000 - (250,000 ) - Borrowing on September 2, 2014 125,000 (125,000 ) - - Borrowing on October 6, 2014 50,000 (50,000 ) - - Borrowing on October 27, 2014 50,000 - - 50,000 Total $ 2,694,000 $ (1,784,000 ) $ (555,000 ) $ 355,000 Balance at May 31, 2015 $ 1,945,833 Fair value adjustment 768,991 Conversions (260,000 ) Balance at May 31, 2016 $ 2,454,824 Fair value adjustment (20,824 ) Conversions (1,524,000 ) Settlement (555,000 ) Balance at February 28, 2017 $ 355,000 Convertible Debentures with Series A and B Warrants On January 29, 2014, February 27, 2014, and April 1, 2014, the Company issued 395, 305, and 469 Units for $395,000, $305,000, and $469,000 respectively. The Units consist of (i) one unsecured 6% convertible promissory note, $100 par value, convertible into shares of the Company’s common stock; (ii) a common stock purchase warrant entitling the holder thereof to purchase 1,000 shares of common stock (individually “Series A Warrant”) at an exercise price of $1.50; and, (iii) a common stock purchase warrant entitling the holder thereof to purchase 1,000 shares of common stock (individually “Series B Warrant”) at an exercise price of $2.00 (Note 10). The purchase price for each Unit was $1,000 and resulted in a funding total of $1,069,000 in cash and the retirement of $100,000 debt obligation to a private investor. The notes matured 24 months from the issuance date and have an interest rate of 6% per annum payable in arrears on the earlier of a default date or the maturity date. The notes may be converted at any time after the original issuance date at the election of their holders to convert all or part of the outstanding and unpaid principal amount and accrued interest at a conversion price of $1.00 per share. Any amount of principal or interest which is not paid when due, shall bear interest at the rate of 16% per annum from the date it is due. Both the Series A and Series B warrants have a five year life. The convertible debentures due on January 29, 2016, February 27, 2016, and April 1, 2016 respectively were not repaid or converted into common shares of the Company by the maturity dates. Management previously made offers to the remaining debenture holders with either extension terms or conversion into common shares as the Company does not currently have the ability to repay these debtholders in cash. In fiscal 2016, $260,000 in principal value of debenture holders took the offer for additional investment and repricing of both warrants. During the nine month period ended February 28, 2017, $299,000 in principal value of debenture holders converted to common stock at a rate of $0.25 per share but only the Series A Warrants were repriced (Notes 9 and 10). The holders of $299,000 in principal converted have the right to an additional issuance of shares if the Company closes a financing below $0.25 per common share for a six month period to a floor of $0.20 per common share. In addition, on September 21, 2016, a debenture holder with a principal value of $100,000 agreed to extend the outstanding debenture to May 31, 2017 with no penalty interest from default date to May 31, 2017 in exchange for both Series A and B Warrants repriced to $0.35. The Company accounted for the extension as a debt modification as opposed to a debt extinguishment. On February 28, 2017, a debenture holder with $305,000 in principal forgave their debenture and accrued interest in exchange for amending terms for Series A and B Warrants to $0.25 from $1.50 and $2.00 each respectively as well as an extension of one year to the terms of the warrants in conjunction with the settlement of DWF (Note 3 and Note 13). Interest expense for the three and nine month period ended February 28, 2017 was $24,348 and $88,601 respectively ($21,009 and $56,175 for the three and nine months ended February 29, 2016). Convertible Debentures with Series C or Series D Warrants During late fiscal 2014, and early fiscal 2015 the Company authorized and issued 1,050 Units for $1,050,000 to private investors, and 475 Units for $475,000 to seven independent accredited investors respectively. The 475 Units were issued in exchange for $300,000 in cash and release of $90,777 (then Canadian $100,000) in the loan originated on January 7, 2014 and $50,000 in settlement of trade payables. The Units consist of (i) one unsecured 6% convertible debenture, $100 par value, convertible into shares of the Company’s common stock at a conversion price of $1.50 per share; and (ii) a common stock purchase warrant entitling the holder thereof to purchase 700,000 shares of common stock (“Series C Warrant”) and 316,666 shares of common stock (“Series D Warrant”) at a purchase price of $2.20 per share that expires in 5 years (Note 10). The debentures mature 24 months from the issuance date and have an interest rate of 6% (with certain other penalties on overdue interest when debt is past due) per annum payable in arrears on the earlier of a default date or the maturity date. The debentures may be converted at any time after the original issuance date at the election of their holders, who may convert all or part of the outstanding and unpaid principal amount and accrued interest at a conversion price of $1.50 per share. The common stock purchase warrants may be exercised in whole or in part. During the nine month period ended February 28, 2017, $1,225,000 in principal value of debenture holders converted their outstanding debentures and accrued interest into common stock of the Company as well as received amendments to their warrants price of $0.25 (Notes 9 and 10). The holders of the $1,225,000 in principal converted have the right to an additional issuance of shares if the Company closes a financing below $0.25 per common share for a six month period to a floor of $0.20 per common share. All remaining term and conditions are unchanged. On February 28, 2017, two debenture holders with $250,000 in principal forgave their debentures and accrued interest in exchange for amending terms for Series D warrants to $0.25 from $2.20 as well as an extension of one year to the terms of the warrants in conjunction with settlement of DWF (Note 3). Interest expense for the three and nine month period ended February 28, 2017 was $6,237 and $41,104 respectively ($22,812 and $68,688 for the three and nine months ended February 29, 2016). |
Convertible Secured Debentures
Convertible Secured Debentures and Long-term Loan | 9 Months Ended |
Feb. 28, 2017 | |
Unsecured Convertible Promissory Notes and Debentures/Convertible Secured Debentures and Long-term Loan/Short Term Loans [Abstract] | |
Convertible Secured Debentures and Long-term Loan | 8. Convertible Secured Debentures and Long-term Loan On December 30, 2015, the Company completed a secured debenture (secured by general security of the Company’s assets) and warrant financing of $2,040,000 ($1,075,000 from directors of the Company) (Note 12) through the offering of units by way of private placement, with each unit consisting of (i) a 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common stock and (ii) ten (10) five year common share purchase warrants, vesting in 1/3 increments with 1/3 vested in one year, 1/3 to be vested in two years and 1/3 to be vested in three years and having an exercise price of $0.01 per share (Note 10). The units were sold at $1.00 per unit. Values were allocated for this private placement between the debt, equity warrants, and the beneficial conversion feature. The valuation approach involved determining a fair value for the debt and warrants and then using the relative fair value method to allocate value to these components. Based on relative fair values, the present value method was used to determine the fair values of the debt and the binomial tree option pricing model was used to determine the fair value of the warrants. The value of the interest and principal payments of the debentures resulted in a value of $459,020 for the debentures and the binomial model resulted in a value for warrants for $1,580,980. The assumptions used for the binomial model are: Volatility 177%, expected life of five years, risk free interest rate of 1.80%, and dividend rate of 0%. Additionally, this convertible secured debenture instrument includes a beneficial conversion feature as the effective conversion price is less than the Company’s market price of common stock on the commitment date. The value of this beneficial conversion feature is $459,020. The resulting fair value of the debt is $nil, with $1,580,980 allocated to equity warrants (Note 10) and $459,020 to the beneficial conversion feature, both which are recorded as components of additional paid in capital. On May 1, 2016, the Company closed a secured debenture and warrant financing through conversion of a short term loan of $170,468 from a director of the Company (secured by general security of the Company’s assets) that was otherwise payable on demand in cash. The offering of units was by way of private placement, with each unit consisting of (i) a 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common stock and (ii) ten (10) five year common share purchase warrants, vesting in 1/3 increments with 1/3 vested immediately, 1/3 to be vested in one year and 1/3 to be vested in two years and having an exercise price of $0.01 per share (Note 10). The units were sold at $1.00 per unit. Values were allocated for this private placement between debt, equity warrants, and the beneficial conversion feature similar to the secured debenture and warrant financing of $2,040,000 closed in the third quarter of fiscal 2016 (see above). The value of the interest and principal payments of the debentures resulted in a value of $51,396 for the debentures and the binomial model resulted in a value for warrants for $119,072. The assumptions used for the binomial model are: Volatility 180%, expected life of five years, risk free interest rate of 1.28%, and dividend rate of 0%. Additionally, this convertible secured debenture instrument includes a beneficial conversion feature as the effective conversion price is less than the Company’s market price of common stock on the commitment date. The value of this beneficial conversion feature is $51,396. The resulting fair value of the debt is $nil, with $119,072 allocated to equity warrants (Note 10) and $51,396 to the beneficial conversion feature, both which are recorded as components of additional paid in capital. The difference between the fair value and face value of the debentures is to be accreted up to face value over the term to maturity using the effective interest method. The carrying value of the debenture liability as at February 28, 2017 is $475,926 for the December 30, 2015 closing and $28,288 for the May 1, 2016 closing. The following table summarizes the fair values of the components of the convertible secured debentures, including the debt, warrants, and the beneficial conversion feature. Accounting allocation of initial proceeds: December 30, May 1, Total Gross proceeds $ 2,040,000 $ 170,468 $ 2,210,468 Fair value of the convertible secured debt - - - Fair value of equity warrants (Note 10) (1,580,980 ) (119,072 ) (1,700,052 ) Beneficial conversion feature (459,020 ) (51,396 ) (510,416 ) Change in fair value (from commitment date) 170,932 4,347 175,279 Convertible secured debenture at fair value at May 31, 2016 $ 170,932 $ 4,347 $ 175,279 Change in fair value 304,994 23,941 328,935 Convertible secured debenture at fair value at February 28, 2017 $ 475,926 $ 28,288 $ 504,214 On May 1, 2016, the Company completed a secured debenture financing with a consultant in settlement of $200,000 in obligations with similar terms as the above private placement with no warrant financing, through the offering of units by way of private placement, with each unit consisting of (i) a 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common. The $200,000 debenture was accounted for as a single debt instrument. On February 28, 2017, Company reached an agreement with the consultant (as a DWF stakeholder) to settle the outstanding debenture and accrued interest in exchange for Yappn’s revised position in DWF (Note 3). Interest expense for the three and nine month period ended February 28, 2017 was $72,314 and $216,942 respectively ($56,495 and $71,321 for the three and nine months ended February 29, 2016). During the second and third quarter of fiscal 2017, Company received a subscription for $1,326,348 in bridge financing (Note 12). This loan is classified as a long term loan until the closing date, as additional participation is expected although not guaranteed. |
Common Stock
Common Stock | 9 Months Ended |
Feb. 28, 2017 | |
Common Stock [Abstract] | |
Common Stock | 9. Common Stock On August 31, 2015, the Company issued 11,667 shares of common stock in the form of a cashless exercise common stock purchase warrants with a previous allocation to equity of $37,100 in full settlement of warrants issued to a variable note holder that was extinguished in fiscal 2016. On September 15, 2015, the Company closed an agreement with Ortsbo to acquire all of its intellectual property assets. The purchased assets include US Patent No. 8,983,850 B2, US Patent No. 8,917,631 B2, US Patent No. 9,053,097 B2, and other intellectual property including Ecommerce and Customer Care know-how for a total purchase price of $16,968,888, which was paid by the assumption of $975,388 in debt and the issuance of $15,993,500 worth of Yappn restricted common shares (32 Million shares at $0.50 per share), however, due to the common control of Ortsbo and the Company, the value of the intangible assets acquired from Ortsbo was recorded at the carrying value in the financial records of Ortsbo. This value was $5,421,067 on September 15, 2015. During the second quarter, 12,998,682 shares were issued at a value of $1,806,609 with obligations incurred to issue the remaining 18,988,318 shares when signed registration forms are all obtained by the Company. As at the filing date, the 18,988,318 shares at a value of $2,639,071 remain reserved but not issued (Note 4) and subject to issuance based on the instructions from the recipients. On April 18, 2016, the Company issued 1,008,000 shares of common stock for $252,000 cash received against the first tranche of a private placement of units, at a purchase price of $0.25 per unit, consisting of one common stock at $0.25 per share and one common stock purchase warrant with an exercise price of $0.25 per share. These warrants will vest in increments of thirds with the first 1/3 being vested on April 17, 2017, second increment of 1/3 on April 17, 2018, and last 1/3 on April 17, 2019. The Company completed a relative fair value calculation to allocate the proceeds between common stock and warrants for $157,046 and $94,854 respectively. The assumptions used for valuation were: Volatility 180%, expected life of five years, risk free interest rate of 1.24%, and dividend rate of 0%. On May 17, 2016, the Company issued 2,640,000 shares of common stock for $660,000 cash received against the second tranche of a private placement of units, at a purchase price of $0.25 per unit, consisting of one common stock at $0.25 per share and one common stock purchase warrant with an exercise price of $0.25 per share (Note 10). 1,200,000 of the shares from the second tranche for $300,000 were issued to two members of the board of directors (Note 12). These warrants will vest in increments of thirds with the first 1/3 being vested on May 16, 2017, second increment of 1/3 on May 16, 2018, and last 1/3 on May 16, 2019. The Company completed a relative fair value calculation to allocate the proceeds between common stock and warrants for $411,515 and $248,221 respectively. The assumptions used for valuation were: Volatility 179%, expected life of five years, risk free interest rate of 1.29%, and dividend rate of 0%. On June 13, 2016, principal and interest totaling $305,307 was converted into 1,221,228 of common shares as part of the conversion of convertible debt as described in Note 7. The common shares to be issued were recorded as an obligation as at May 17, 2016, however the issuance did not occur until June 13, 2016. On August 31, 2016, the Company issued 1,000,000 shares of common stock for $200,000 cash received and settlement of $50,000 in prior obligations against the third tranche of a private placement of units, at a purchase price of $0.25 per unit, consisting of one common stock at $0.25 per share and one common stock purchase warrant with an exercise price of $0.25 per share (Note 10). All of the shares from the third tranche were issued to four members of the board of directors (Note 12). These warrants will vest in increments of thirds with the first 1/3 being vested on August 31, 2017, second increment of 1/3 on August 31, 2018, and last 1/3 on August 31, 2019. The Company completed a relative fair value calculation to allocate the proceeds between common stock and warrants for $141,307 and $108,693 respectively. The assumptions used for valuation were: Volatility 191%, expected life of five years, risk free interest rate of 1.19%, and dividend rate of 0%. On August 31, 2016, principal and interest totaling $1,489,057 was converted into 5,956,226 of common shares as part of the conversion of convertible debt as described in Note 7. On September 23, 2016, the Company issued 780,000 shares of common stock for $195,000 cash received against the fourth tranche of a private placement of units, at a purchase price of $0.25 per unit, each unit consisting of one share of common stock at $0.25 per share and one common stock purchase warrant with an exercise price of $0.25 per share (Note 10). 80,000 of the shares from the fourth tranche for $20,000 were issued to a member of the advisory board (Note 12). These common stock purchase warrants will vest in increments of thirds with the first 1/3 being vested on September 23, 2017, second increment of 1/3 on September 23, 2018, and last 1/3 on September 23, 2019. The Company completed a relative fair value calculation to allocate the proceeds between common stock and warrants for $112,327 and $82,673 respectively. The assumptions used for valuation were: Volatility 200%, expected life of five years, risk free interest rate of 1.16%, and dividend rate of 0%. On September 23, 2016 principal and interest totaling $262,592 was converted into 1,050,368 of common shares as part of the conversion of convertible debt as described in Note 7. On September 30, 2016, the Company issued 120,000 shares of common stock as settlement against prior accounts payables with a fair value of $30,000. On November 15, 2016, the Company issued 88,844 shares of common stock in association with the timing of filing its Registration Statement as part of the contractual rights of certain existing convertible debenture holders. Registration Statement On October 3, 2016, the Company filed a Registration Statement on Form S-1 (File No. 333-213947) (the “ Registration Statement |
Preferred Stock and Warrants
Preferred Stock and Warrants | 9 Months Ended |
Feb. 28, 2017 | |
Preferred Stock and Warrants [Abstract] | |
Preferred Stock and Warrants | 10. Preferred Stock and Warrants Series A Preferred Stock The Company has an authorized limit of 50,000,000 shares of preferred stock, par value $0.0001 with none issued and outstanding as at February 28, 2017 and May 31, 2016. Warrants The following is a summary of common stock purchase warrants issued, exercised and expired through February 28, 2017: Shares Equity Exercise Expiration Issued on March 28, 2013 401,000 917,087 $ 1.00 March 28, 2018 Issued on May 31, 2013 370,000 543,530 $ 0.54 May 31, 2018 Issued on June 7, 2013 165,000 211,365 $ 0.54 June 7, 2018 Issued on November 15, 2013 12,000 3,744 $ 1.00 November 15, 2018 Issued Series A warrants on January 29, 2014 135,000 135,989 $ 1.00 January 29, 2019 Issued Series A warrants on January 29, 2014 - Repriced 260,000 268,770 $ 0.25 January 29, 2019 Issued Series B warrants on January 29, 2014 135,000 - $ 2.00 January 29, 2019 Issued Series B warrants on January 29, 2014 - Repriced 260,000 9,022 $ 0.25 January 29, 2019 Issued Series A warrants on February 27, 2014 305,000 224,135 $ 1.00 February 27, 2019 Issued Series B warrants on February 27, 2014 305,000 - $ 2.00 February 27, 2019 Issued Series A warrants on April 1, 2014 70,000 147,294 $ 1.00 April 1, 2019 Issued Series A warrants on April 1, 2014 - Repriced 299,000 97,442 $ 0.25 April 1, 2019 Issued Series A warrants on April 1, 2014 - Repriced 100,000 2,490 $ 0.35 April 1, 2019 Issued Series B warrants on April 1, 2014 369,000 - $ 2.00 April 1, 2019 Issued Series B warrants on April 1, 2014 - Repriced 100,000 3,140 $ 0.35 April 1, 2019 Issued to Lender – Line of Credit 800,000 1,495,200 $ 1.00 April 7, 2019 Issued Series C warrants on April 23, 2014 - Repriced 33,333 10,642 $ 0.25 April 23, 2019 Issued Series C warrants on May 30, 2014 - Repriced 666,667 214,212 $ 0.25 May 30, 2019 Issued Series D warrants on June 27, 2014 166,667 - $ 2.20 June 27, 2019 Issued Series D warrants on September 2, 2014 - Repriced 83,333 41,593 $ 0.25 September 2, 2019 Issued Series D warrants on October 6, 2014 - Repriced 33,333 16,607 $ 0.25 October 6, 2019 Issued Series D warrants on October 27, 2014 33,333 15,667 $ 2.20 October 27, 2019 Issued warrants – consultants 330,000 165,330 $ 1.50 May 30, 2019 Issued warrants on February 4, 2015 Typenex Co-Investments, LLC 70,000 - $ 1.00 February 4, 2020 Issued warrants – consultant on May 31, 2015 5,000 990 $ 1.00 May 31, 2017 Issued warrants – consultant on May 31, 2015 15,000 2,970 $ 1.50 May 31, 2017 Issued warrants to advisory board on September 28, 2015 - Repriced 300,000 233,490 $ 0.25 August 31, 2020 Issued to Lender – Line of Credit on November 5, 2015 1,700,000 519,520 $ 1.00 April 7, 2019 Issued warrants to consultant on November 5, 2015 100,000 23,240 $ 1.00 October 16, 2017 Issued warrants on December 30, 2015 20,400,000 1,580,980 $ 0.01 December 29, 2020 Issued warrants to advisory board on March 21, 2016 1,750,000 94,691 $ 0.25 March 21, 2021 Issued warrants to consultant on May 1, 2016 4,000,000 721,200 $ 0.25 May 1, 2021 Issued warrants on May 1, 2016 1,704,680 119,072 $ 0.01 May 1, 2021 Issued warrants for private placement on April 18, 2016 1,008,000 94,854 $ 0.25 April 18, 2021 Issued warrants for private placement on May 17, 2016 2,640,000 248,221 $ 0.25 May 17, 2021 Exercised Warrants Typenex Co-Investments, LLC (70,000 ) - $ 1.00 - Total – as of May 31, 2016 39,055,346 8,162,487 Issued warrants to consultant on July 6, 2016 90,000 22,500 $ 0.25 July 6, 2018 Issued warrants to advisory board member on August 25, 2016 250,000 559 $ 0.25 August 25, 2021 Issued warrants for private placement on August 31, 2016 1,000,000 108,693 $ 0.25 August 31, 2021 Issued warrants for private placement on September 23, 2016 780,000 82,673 $ 0.25 September 23, 2021 Issued warrants to consultant on November 10, 2016 100,000 8,440 $ 0.25 November 10, 2020 Total – as of February 28, 2017 41,275,346 8,385,352 As at February 28, 2017, vested and exercisable common stock purchase warrants have a weighted average price of approximately $0.47 (May 31, 2016 - $0.87) and have a weighted-average remaining contractual term of 1.14 years (May 31, 2016 – 0.71 years). It is expected the 25,499,347 unvested warrants will ultimately vest. The unvested warrants have a weighted average exercise price of $0.11 (May 31, 2016 - $0.07) per share and a weighted average remaining term of 2.48 years (May 31, 2016 – 3.62 years). Warrants vesting terms and repricing related to Convertible Debentures, Secured Converted Debentures, and Common Stock Private Placement are described in Notes 7, 8, and Note 9. All warrants not described in other notes to the interim condensed consolidated financial statements vested immediately upon issuance. Warrants issued to consultants and the advisory board in fiscal 2016 is described below. The Company issued 300,000 common stock purchase warrants on September 28, 2015 to new advisors in advance of their appointment to the Board of Directors at an exercise price of $1.00 with expiry of five years from September 1, 2015. These were expensed as stock based compensation. The warrants exercise price was repriced on March 21, 2016 to $0.25 and a nominal expense was recorded. The assumptions used for initial and repricing valuation are: Volatility 178-180%, expected life of five years, risk free interest rate of 1.38%-1.42%, and dividend rate of 0%. The Company issued 1,700,000 common stock purchase warrants to the line of credit holder included in financing expense in contemplation of taking a pari passu security position and allowing Winterberry to act as collateral agent for the secured debenture financing. These warrants were issued November 5, 2015 have an exercise price of $1.00 with expiry date of April 7, 2019. The assumptions used for valuation were: Volatility 178%, expected life of five years, risk free interest rate of 1.65%, and dividend rate of 0%. The Company issued common stock purchase warrants to a consultant in the amount of 100,000 included in financing expense on November 5, 2015 at an exercise price of $1.00 with expiry date of October 16, 2017. The assumptions used for valuation were: Volatility 178%, expected life of approximately two years, risk free interest rate of 0.85%, and dividend rate of 0%. The Company issued 1,750,000 common stock purchase warrants on March 21, 2016 to new the advisory board at an exercise price of $0.25 with expiry date of March 21, 2021. These were expensed as stock based compensation. These warrants will vest in increments of 1/3 with the first 1/3 being vested on March 21, 2017, second increment of 1/3 on March 21, 2018, and last 1/3 on March 21, 2019. The assumptions used for valuation were: Volatility 180%, expected life of five years, risk free interest rate of 1.38%, and dividend rate of 0%. On May 1, 2016 the Company issued 4,000,000 common stock purchase warrants to an entity, Imagination 7 Ventures, LLC controlled by the former CEO at an exercise price of $0.25 included in consulting expense with an expiry of May 1, 2021. These warrants will vest in increments of 1/3 with the first 1/3 being vested on May 1, 2016, second increment of 1/3 on April 30, 2017, and last 1/3 on April 30, 2018. The assumptions used for valuation were: Volatility 180%, expected life of five years, risk free interest rate of 1.28%, and dividend rate of 0%. The Company issued 250,000 common stock purchase warrants on August 25, 2016 to a new advisory board member at an exercise price of $0.25 with expiry date of August 25, 2021. These were expensed as stock based compensation. These warrants will vest in increments of 1/3 with the first 1/3 being vested on August 25, 2017, second increment of 1/3 on August 25, 2018, and last 1/3 on August 25, 2019. The assumptions used for valuation were: Volatility 191%, expected life of five years, risk free interest rate of 1.13%, and dividend rate of 0%. The Company issued common stock purchase warrants to a consultant in the amount of 100,000 included in consulting expense on November 10, 2016 at an exercise price of $0.25 with expiry date of November 10, 2020. The assumptions used for valuation were: Volatility 215%, expected life of approximately four years, risk free interest rate of 1.17%, and dividend rate of 0%. |
Employee Benefit and Incentive
Employee Benefit and Incentive Plans | 9 Months Ended |
Feb. 28, 2017 | |
Employee Benefit and Incentive Plans [Abstract] | |
Employee Benefit and Incentive Plans | 11. Employee Benefit and Incentive Plans On August 14, 2014, the Board of Directors approved the adoption of the 2014 Stock Option Plan, which was ratified by the shareholders on December 22, 2014. On August 21, 2015, the Company amended its 2014 Stock Option Plan to increase the number of shares reserved pursuant to the 2014 Stock Option Plan to 25,000,000. The following table outlines the options granted and related disclosures: Stock Weighted- Outstanding at May 31, 2015 1,804,500 $ 1.00 Granted in fiscal 2016 8,775,000 0.25 Exercised - - Cancelled, forfeited or expired (189,500 ) 1.00 Outstanding at May 31, 2016 10,390,000 $ 0.28 Granted in fiscal 2017 3,200,000 0.25 Exercised - - Cancelled, forfeited or expired (385,000 ) 1.00 Outstanding at February 28, 2017 13,205,000 $ 0.25 Options exercisable at February 28, 2017 4,069,167 $ 0.25 Fair value of options vested as at February 28, 2017 $ 1,826,217 $ - As at February 28, 2017, vested and exercisable options do not have any intrinsic value and have a weighted-average remaining contractual term of 3.77 years. It is expected the 9,135,833 unvested options will ultimately vest. These options have a weighted average exercise price of $0.25 per share and a weighted average remaining term of 4.15 years. The aggregate intrinsic value of options represents the total pre-tax intrinsic value, the difference between our closing stock price as at February 28, 2017 and the option’s exercise price, for all options that are in the money. This value was $nil as at February 28, 2017. As at February 28, 2017, there is $1,800,919 of unearned stock based compensation cost related to stock options granted that have not yet vested (9,135,833 options). This cost is expected to be recognized over a remaining weighted average vesting period of 1.15 years. 710,000 and 520,000 of the stock options granted on August 14, 2014 and March 2, 2015 respectively vest 1/3 immediately, 1/3 after one year and 1/3 after two years. The remaining options have immediate vesting terms or have been cancelled or expired. 8,750,000 and 3,200,000 of the stock options granted on March 21, 2016 and August 25, 2016 respectively vest 1/4 immediately, 1/4 after one year, 1/4 after two years, and 1/4 after three years. The remaining 25,000 options issued on March 21, 2016 have immediate vesting terms. The estimated fair value of options granted is measured using the binomial model using the following assumptions: Fiscal Fiscal Fiscal Total number of shares issued under options 1,804,500 8,775,000 3,200,000 Stock price $ 0.60-1.00 $ 0.20 $ 0.20 Exercise price $ 1.00 $ 0.25 $ 0.25 Time to expiration – days (2 year options) 730 NA NA Time to expiration – days (5 year options) 1,826 1,826 1,826 Risk free interest rate (2 year options) .42-.66 % NA % NA % Risk free interest rate (5 year options) 1.57-1.58 % 1.38 % 1.13 % Forfeiture rate (all options) 0 % 0 % 0 % Estimated volatility (all options) 150 % 180 % 191 % Weighted-average fair value of options granted 0.50-0.90 0.25 0.25 Dividend - - - The assumptions used in the stock based compensation binomial models are consistent with the methodology used in valuing the Company’s other derivatives from debt and warrant financings. Due to a lack of history regarding the exercise of options, the Company has assumed the expected life of the options is the contractual life of the options. |
Related Party Balances and Tran
Related Party Balances and Transactions | 9 Months Ended |
Feb. 28, 2017 | |
Related Party Balances and Transactions [Abstract] | |
Related Party Balances and Transactions | 12. Related Party Balances and Transactions Services provided by Intertainment Media, Inc. personnel in the prior fiscal year were invoiced on a per hour basis at a market rate per hour as determined by the type of activity and the skill set provided. Costs incurred by Intertainment Media, Inc. on behalf of the Company for third party purchases are invoiced at cost. There were no services provided by Intertainment Media, Inc. to Yappn for the three and nine month period ended February 28, 2017. On September 15, 2015, the Company closed an agreement with Ortsbo to acquire all of its intellectual property assets. The purchased assets include US Patent No. 8,983,850 B2, US Patent No. 8,917,631 B2, US Patent No. 9,053,097 B2, and other intellectual property including Ecommerce and Customer Care know how. With this closing, the Company had an obligation to issue 31,987,000 shares of common stock of Yappn. During the fiscal year 2016, 12,998,682 shares were issued comprising of 8,312,500 to Ortsbo and 4,686,182 to the former debt and minority shareholders of Ortsbo, which were valued at $1,806,608, leaving 18,988,318 shares (currently reserved for issuance) to be issued at February 28, 2017 comprising 17,687,500 to Winterberry and 1,300,818 to a former holder of Ortsbo stock. As of the filing date, these aforementioned shares remain to be issued and are subject to instructions from the recipients. Yappn also assumed $975,388 of debt as part of the transaction. This assumed debt was immediately subscribed as part of the secured debenture in Yappn (Note 6). The fair value for the agreed upon consideration for the acquisition of Intellectual property from Ortsbo was $16,968,888. This transaction was completed on September 15, 2015. Due to the common control of Ortsbo Inc. and Yappn Corp at the time of the acquisition, the value of the Intangible assets acquired from Ortsbo was recorded at the carrying value in the financial records of Ortsbo. This value was $5,421,067 on September 15, 2015 (Note 4). Directors subscribed for $1,783,526 of $4,550,388 from the secured debenture private placement that closed in September 2015 at which time they were not directors (Note 6). Significant investments made by directors include Luis Vasquez-Senties (a current member of the Board of Directors) subscribed for $500,000 from the secured debenture offering that closed in September 2015, David Berry (a current member of the Board of Directors) subscribed for $733,526 from the secured debenture offering that closed in September 2015, and Winterberry Investments Inc. (an entity controlled by David Berry, a current member of the Board of Directors) subscribed for $500,000 from the secured debenture offering that closed in September 2015. Directors also subscribed for $1,075,000 of the $2,040,000 convertible secured debentures issued on December 30, 2015 (Note 8). Significant investments made by directors include Luis Vasquez-Senties (a current member of the Board of Directors) subscribed for $500,000 from the secured debenture offering that closed in December 2015, David Berry (a current member of the Board of Directors) through a related entity which he does not control subscribed for $500,000 from the secured debenture offering that closed in December 2015. David Berry (a current member of the Board of Directors) through a related entity in which he does not control advanced $170,468 to the Company on an anticipated second closing of the same convertible secured debenture financing closed on December 30, 2015 (Note 8). This $170,468 closing occurred on May 1, 2016. The Company issued 300,000 common stock purchase warrants on September 28, 2015 to advisors prior to their appointment as members of the Board of Directors at an exercise price of $1.00 with expiry of five years from September 1, 2015. These were expensed as stock based compensation. These warrants were repriced to $0.25 on March 21, 2016 and are valued at $233,490. The Company issued 1,750,000 common stock purchase warrants on March 21, 2016 to members of the Company’s Advisory Board at an exercise price of $0.25 with expiry date of March 21, 2021. These were expensed as stock based compensation. The Company issued 250,000 common stock purchase warrants on August 25, 2016 to a recently appointed Advisory Board member at an exercise price of $0.25 with expiry date of August 25, 2021. These were expensed as stock based compensation. On May 1, 2016, the Company completed secured debenture financing with a consultant, whose principal is the former CEO of the Company, for $200,000 with no warrant financing, through the offering of units by way of private placement, with each unit consisting of a 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common. This closing was a conversion of $200,000 in consulting expense. The Company also issued 4,000,000 common stock purchase warrants at an exercise price of $0.25 included in consulting expense with an expiry of May 1, 2021. Consultant was also granted a $100,000 signing bonus payable in cash. All obligations prior to May 1, 2016 due directly or indirectly to the former CEO of Yappn including $294,906 in cash obligations as an employee and $18,200 as a consultant, have been forgiven. All obligations being forgiven were recorded as general and administrative expenses within fiscal 2016 and were reversed out from general and administrative expenses. 1,200,000 of the shares from the 2 nd 1,000,000 of the shares from the 3 rd 80,000 of the shares from the 4 th On March 21, 2016, the Board of Directors passed a resolution for a contingent common stock award in line with the metrics used in the CEO’s targets for additional bonus compensation. The award would see the members of the Board of Directors as well as the Advisory Board receive common shares for the Company reaching revenue milestones. Per the resolution, 500,000 common shares for each member of the Board of Directors and 250,000 for each Advisory Board member would be issued when the following milestones are met: (i) $3.5 million in new revenue generated and realized within 12 months of the start date of the CEO which was February 22, 2016 and minimum of 5 new recurring revenue contracts being signed within 12 months of the start date; or (ii) $5 million of new revenue generated and realized within 24 months of the start date and minimum of 5 new recurring revenue contracts being signed within 12 months of the start date. As of February 22, 2017, milestone in (i) was not met. On August 25, 2016 a recently appointed Advisory Board member received the same contingent common stock award of 250,000 common shares as described above for the March 21, 2016 award to Advisory Board members. During the second and third quarter of fiscal 2017, three directors provided an aggregate total of $1,326,348 as an advance to the Company that will be part of a longer term financing that has not yet closed. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Feb. 28, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | 13. Subsequent events Subsequent to the quarter end, a director advanced $250,000 as an advance to the Company that will be part of a longer term financing that has not yet closed. On March 14, 2017, the Company finalized warrant amendments for previous debenture holders as part of the settlement with DWF stakeholders (Note 3). The Series A, B, and D warrants exercise price for those holders was repriced to $0.25 from $1.00, $2.00, and $2.20 respectively and the maturity date was extended an additional one year to now expire in 2020. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Feb. 28, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Organization | Basis of Presentation and Organization Yappn Corp., formerly “Plesk Corp.”, (the “Company”) was incorporated under the laws of the State of Delaware on November 3, 2010. The business plan of the Company is to provide effective unique and proprietary tools and services that create dynamic solutions that enhance a brand’s messaging, media, e-commerce and support platforms. The Company has offices in the United States and Canada. In March 2013, the Company acquired a concept and technology license from Intertainment Media Inc., a Canadian company, in exchange for 7,000,000 shares of common stock of the Company. As a result of this exchange, Intertainment Media Inc. acquired, at that time, a seventy percent (70%) ownership of the Company. On September 15, 2015, the Company closed the acquisition of Ortsbo Inc.’s (a subsidiary of Intertainment Media Inc.) intellectual property. As a result of the acquisition, Intertainment Media Inc.’s ownership was reduced to 37% (currently 28.35%). The accompanying interim condensed consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated financial statements of the Company as of February 28, 2017, and for the three and nine month periods ended February 28, 2017 and February 29, 2016 respectively, are unaudited. However, in the opinion of management, the interim condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments necessary to present fairly the Company’s financial position as of February 28, 2017 and February 29, 2016 respectively, and the results of its operations and its cash flows for the nine month period ended February 28, 2017 and February 29, 2016 respectively. These results are not necessarily indicative of the results expected for the fiscal year ending May 31, 2017. The accompanying interim condensed consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited consolidated financial statements as of May 31, 2016 filed with the Securities and Exchange Commission, for additional information including significant accounting policies. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company has not yet made a determination as to the method of application (full retrospective or modified retrospective). It is too early to assess whether the impact of the adoption of this new guidance will have a material impact on the Company's results of operations or financial position. On August 27, 2014 the FASB issued a new financial accounting standard on going concern, Update 2014-15, “Presentation of Financial Statements – Going Concern (subtopic 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 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 Company is currently evaluating the impact of this accounting standard. In November 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-16, “Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity.” The ASU clarifies how current guidance should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivatives feature being evaluated for bifurcation, in evaluating the nature of a host contract. The ASU is effective for fiscal years beginning after December 15, 2015 and interim periods beginning after December 15, 2016. The Company has determined there is no material impact to the accounting treatment of its hybrid financial instruments based on this new standard. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Intangible Assets Technology Pending Patents Issued Total Balance on Acquisition - September 15, 2015 $ 5,278,773 $ 142,294 $ - $ 5,421,067 Additions - 21,522 - 21,522 Amortization (747,830 ) - - (747,830 ) Disposal - (18,538 ) - (18,538 ) Balance, May 31, 2016 $ 4,530,943 $ 145,278 $ - $ 4,676,221 Additions - 24,096 - 24,096 Reclassification - (43,253 ) 43,253 - Amortization (791,820 ) - (5,810 ) (797,630 ) Balance, February 28, 2017 $ 3,739,123 $ 126,121 $ 37,443 $ 3,902,687 |
Short Term Loans (Tables)
Short Term Loans (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Unsecured Convertible Promissory Notes and Debentures/Convertible Secured Debentures and Long-term Loan/Short Term Loans [Abstract] | |
Summary of short term loans | Principal amounts April 1, January 7, Other Loans Total Fair value at May 31, 2015 $ 152,545 $ 82,817 $ 556,566 $ 791,928 Borrowing during the first quarter - - 328,265 328,265 Borrowing during the second quarter - - 1,201,000 1,201,000 Borrowing during the third quarter - - 170,468 170,468 Borrowing during the fourth quarter - - 100,000 100,000 Fair value adjustments (9,446 ) (4,251 ) (19,726 ) (33,423 ) Conversions - - (1,832,768 ) (1,832,768 ) Repayments (37,214 ) - (403,805 ) (441,019 ) Fair value at May 31, 2016 $ 105,885 $ 78,566 $ 100,000 $ 284,451 Fair value adjustments (940 ) (760 ) - (1,700 ) Conversions - - (100,000 ) (100,000 ) Repayments (15,483 ) (13,899 ) - (29,382 ) Settlement - (63,907 ) - (63,907 ) Fair value at February 28, 2017 $ 89,462 $ - $ - $ 89,462 |
Unsecured Convertible Promiss23
Unsecured Convertible Promissory Notes and Debentures (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Unsecured Convertible Promissory Notes and Debentures/Convertible Secured Debentures and Long-term Loan/Short Term Loans [Abstract] | |
Summary of unsecured convertible promissory notes and debentures | Principal amounts: Convertible Promissory Notes and Conversions Settlement Total Outstanding Principal Total Borrowings Borrowing on January 29, 2014 $ 395,000 $ (260,000 ) - $ 135,000 Borrowing on February 27, 2014 305,000 - (305,000 ) - Borrowing on April 1, 2014 469,000 (299,000 ) - 170,000 Borrowing on April 23, 2014 50,000 (50,000 ) - - Borrowing on May 31, 2014 1,000,000 (1,000,000 ) - - Borrowing on June 27, 2014 250,000 - (250,000 ) - Borrowing on September 2, 2014 125,000 (125,000 ) - - Borrowing on October 6, 2014 50,000 (50,000 ) - - Borrowing on October 27, 2014 50,000 - - 50,000 Total $ 2,694,000 $ (1,784,000 ) $ (555,000 ) $ 355,000 Balance at May 31, 2015 $ 1,945,833 Fair value adjustment 768,991 Conversions (260,000 ) Balance at May 31, 2016 $ 2,454,824 Fair value adjustment (20,824 ) Conversions (1,524,000 ) Settlement (555,000 ) Balance at February 28, 2017 $ 355,000 |
Convertible Secured Debenture24
Convertible Secured Debentures and Long-term Loan (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Unsecured Convertible Promissory Notes and Debentures/Convertible Secured Debentures and Long-term Loan/Short Term Loans [Abstract] | |
Summary of fair values of the components of convertible secured debentures | Accounting allocation of initial proceeds: December 30, May 1, Total Gross proceeds $ 2,040,000 $ 170,468 $ 2,210,468 Fair value of the convertible secured debt - - - Fair value of equity warrants (Note 10) (1,580,980 ) (119,072 ) (1,700,052 ) Beneficial conversion feature (459,020 ) (51,396 ) (510,416 ) Change in fair value (from commitment date) 170,932 4,347 175,279 Convertible secured debenture at fair value at May 31, 2016 $ 170,932 $ 4,347 $ 175,279 Change in fair value 304,994 23,941 328,935 Convertible secured debenture at fair value at February 28, 2017 $ 475,926 $ 28,288 $ 504,214 |
Preferred Stock and Warrants (T
Preferred Stock and Warrants (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Preferred Stock and Warrants [Abstract] | |
Schedule of warrants | Shares Equity Exercise Expiration Issued on March 28, 2013 401,000 917,087 $ 1.00 March 28, 2018 Issued on May 31, 2013 370,000 543,530 $ 0.54 May 31, 2018 Issued on June 7, 2013 165,000 211,365 $ 0.54 June 7, 2018 Issued on November 15, 2013 12,000 3,744 $ 1.00 November 15, 2018 Issued Series A warrants on January 29, 2014 135,000 135,989 $ 1.00 January 29, 2019 Issued Series A warrants on January 29, 2014 - Repriced 260,000 268,770 $ 0.25 January 29, 2019 Issued Series B warrants on January 29, 2014 135,000 - $ 2.00 January 29, 2019 Issued Series B warrants on January 29, 2014 - Repriced 260,000 9,022 $ 0.25 January 29, 2019 Issued Series A warrants on February 27, 2014 305,000 224,135 $ 1.00 February 27, 2019 Issued Series B warrants on February 27, 2014 305,000 - $ 2.00 February 27, 2019 Issued Series A warrants on April 1, 2014 70,000 147,294 $ 1.00 April 1, 2019 Issued Series A warrants on April 1, 2014 - Repriced 299,000 97,442 $ 0.25 April 1, 2019 Issued Series A warrants on April 1, 2014 - Repriced 100,000 2,490 $ 0.35 April 1, 2019 Issued Series B warrants on April 1, 2014 369,000 - $ 2.00 April 1, 2019 Issued Series B warrants on April 1, 2014 - Repriced 100,000 3,140 $ 0.35 April 1, 2019 Issued to Lender – Line of Credit 800,000 1,495,200 $ 1.00 April 7, 2019 Issued Series C warrants on April 23, 2014 - Repriced 33,333 10,642 $ 0.25 April 23, 2019 Issued Series C warrants on May 30, 2014 - Repriced 666,667 214,212 $ 0.25 May 30, 2019 Issued Series D warrants on June 27, 2014 166,667 - $ 2.20 June 27, 2019 Issued Series D warrants on September 2, 2014 - Repriced 83,333 41,593 $ 0.25 September 2, 2019 Issued Series D warrants on October 6, 2014 - Repriced 33,333 16,607 $ 0.25 October 6, 2019 Issued Series D warrants on October 27, 2014 33,333 15,667 $ 2.20 October 27, 2019 Issued warrants – consultants 330,000 165,330 $ 1.50 May 30, 2019 Issued warrants on February 4, 2015 Typenex Co-Investments, LLC 70,000 - $ 1.00 February 4, 2020 Issued warrants – consultant on May 31, 2015 5,000 990 $ 1.00 May 31, 2017 Issued warrants – consultant on May 31, 2015 15,000 2,970 $ 1.50 May 31, 2017 Issued warrants to advisory board on September 28, 2015 - Repriced 300,000 233,490 $ 0.25 August 31, 2020 Issued to Lender – Line of Credit on November 5, 2015 1,700,000 519,520 $ 1.00 April 7, 2019 Issued warrants to consultant on November 5, 2015 100,000 23,240 $ 1.00 October 16, 2017 Issued warrants on December 30, 2015 20,400,000 1,580,980 $ 0.01 December 29, 2020 Issued warrants to advisory board on March 21, 2016 1,750,000 94,691 $ 0.25 March 21, 2021 Issued warrants to consultant on May 1, 2016 4,000,000 721,200 $ 0.25 May 1, 2021 Issued warrants on May 1, 2016 1,704,680 119,072 $ 0.01 May 1, 2021 Issued warrants for private placement on April 18, 2016 1,008,000 94,854 $ 0.25 April 18, 2021 Issued warrants for private placement on May 17, 2016 2,640,000 248,221 $ 0.25 May 17, 2021 Exercised Warrants Typenex Co-Investments, LLC (70,000 ) - $ 1.00 - Total – as of May 31, 2016 39,055,346 8,162,487 Issued warrants to consultant on July 6, 2016 90,000 22,500 $ 0.25 July 6, 2018 Issued warrants to advisory board member on August 25, 2016 250,000 559 $ 0.25 August 25, 2021 Issued warrants for private placement on August 31, 2016 1,000,000 108,693 $ 0.25 August 31, 2021 Issued warrants for private placement on September 23, 2016 780,000 82,673 $ 0.25 September 23, 2021 Issued warrants to consultant on November 10, 2016 100,000 8,440 $ 0.25 November 10, 2020 Total – as of February 28, 2017 41,275,346 8,385,352 |
Employee Benefit and Incentiv26
Employee Benefit and Incentive Plans (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Employee Benefit and Incentive Plans [Abstract] | |
Schedule of the options granted and related disclosures | Stock Weighted- Outstanding at May 31, 2015 1,804,500 $ 1.00 Granted in fiscal 2016 8,775,000 0.25 Exercised - - Cancelled, forfeited or expired (189,500 ) 1.00 Outstanding at May 31, 2016 10,390,000 $ 0.28 Granted in fiscal 2017 3,200,000 0.25 Exercised - - Cancelled, forfeited or expired (385,000 ) 1.00 Outstanding at February 28, 2017 13,205,000 $ 0.25 Options exercisable at February 28, 2017 4,069,167 $ 0.25 Fair value of options vested as at February 28, 2017 $ 1,826,217 $ - |
Schedule of estimated fair value of options granted | Fiscal Fiscal Fiscal Total number of shares issued under options 1,804,500 8,775,000 3,200,000 Stock price $ 0.60-1.00 $ 0.20 $ 0.20 Exercise price $ 1.00 $ 0.25 $ 0.25 Time to expiration – days (2 year options) 730 NA NA Time to expiration – days (5 year options) 1,826 1,826 1,826 Risk free interest rate (2 year options) .42-.66 % NA % NA % Risk free interest rate (5 year options) 1.57-1.58 % 1.38 % 1.13 % Forfeiture rate (all options) 0 % 0 % 0 % Estimated volatility (all options) 150 % 180 % 191 % Weighted-average fair value of options granted 0.50-0.90 0.25 0.25 Dividend - - - |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - Intertainment Media Inc. [Member] - shares | Feb. 28, 2017 | Sep. 15, 2015 | Mar. 31, 2013 |
Summary of Significant Accounting Policies (Textual) | |||
Exchange of common stock shares | 7,000,000 | ||
Ownership percentage of company | 70.00% | ||
Ownership percentage reduced | 37.00% | ||
Current ownership percentage | 28.35% |
Going Concern (Details)
Going Concern (Details) - USD ($) | 9 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | |
Going Concern (Textual) | |||
Deficit | $ (26,485,660) | $ (21,664,425) | |
Working capital deficit | 977,033 | ||
Net cash used in operating activities | (1,871,893) | $ (2,255,415) | |
Amount raised through various financial instruments | $ 1,588,576 |
Concentration of Credit Risk 29
Concentration of Credit Risk and Note Receivable (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Feb. 29, 2016shares | Feb. 28, 2017USD ($)Customer | Nov. 30, 2016USD ($) | Feb. 28, 2017USD ($)Customer$ / sharesshares | Feb. 29, 2016 | |
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Principal outstanding against note receivable | $ 1,870,000 | ||||
Impairment expense | $ 968,289 | ||||
Unsecured term loans | $ 65,228 | $ 65,228 | |||
Interest related amount | 16,512 | ||||
Consultant [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Accrued interest | 20,000 | ||||
Secured convertible debentures | 200,000 | ||||
Series A Common Stock [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Unsecured convertible debentures | 305,000 | ||||
Accrued interest | $ 91,408 | ||||
Warrants repriced | $ / shares | $ 0.25 | ||||
Warrants maturity term | 1 year | ||||
Description of extended term | Common stock purchase warrants were repriced to $0.25 from $1.00, $2.00, and $2.20 respectively and extended an additional one year to expire in 2020. | ||||
Series B Common Stock [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Unsecured convertible debentures | $ 305,000 | ||||
Accrued interest | $ 91,408 | ||||
Warrants repriced | $ / shares | $ 0.25 | ||||
Warrants maturity term | 1 year | ||||
Description of extended term | Common stock purchase warrants were repriced to $0.25 from $1.00, $2.00, and $2.20 respectively and extended an additional one year to expire in 2020. | ||||
Series D Common Stock [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Unsecured convertible debentures | $ 250,000 | ||||
Accrued interest | $ 43,613 | ||||
Warrants repriced | $ / shares | $ 0.25 | ||||
Warrants maturity term | 1 year | ||||
Description of extended term | Common stock purchase warrants were repriced to $0.25 from $1.00, $2.00, and $2.20 respectively and extended an additional one year to expire in 2020. | ||||
ICE [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Percentage of revenues | 0.00% | 33.00% | |||
Number of shares issued in transaction of sale of stock | shares | 24,000,000 | ||||
DWF [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Number of shares issued in transaction of sale of stock | shares | 2,250,000 | ||||
Promissory note outstanding value | $ 2,125,000 | $ 2,125,000 | |||
Reduce stock in DWF assets | 800,000 | ||||
Investment value | $ 800,000 | $ 800,000 | |||
Revenue [Member] | Customer Two [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Number of customer | Customer | 2 | 2 | |||
Percentage of revenues | 91.00% | 55.00% | |||
Revenue [Member] | Former Largest Customer [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Percentage of revenues | 0.00% | 89.00% |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Feb. 28, 2017 | May 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | $ 4,676,221 | $ 5,421,067 |
Additions | 24,096 | 21,522 |
Reclassification | ||
Amortization | (797,630) | (747,830) |
Disposal | (18,538) | |
Ending Balance on Acquisition | 3,902,687 | 4,676,221 |
Technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | 4,530,943 | 5,278,773 |
Additions | ||
Reclassification | ||
Amortization | (791,820) | (747,830) |
Disposal | ||
Ending Balance on Acquisition | 3,739,123 | 4,530,943 |
Pending Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | 145,278 | 142,294 |
Additions | 24,096 | 21,522 |
Reclassification | (43,253) | |
Amortization | ||
Disposal | (18,538) | |
Ending Balance on Acquisition | 126,121 | 145,278 |
Issued Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | ||
Additions | ||
Reclassification | 43,253 | |
Amortization | (5,810) | |
Disposal | ||
Ending Balance on Acquisition | $ 37,443 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | Sep. 15, 2015 | Feb. 28, 2017 |
Former Debt [Member] | ||
Intangible Assets (Textual) | ||
Number of shares issued during acquisitions, shares | 4,686,182 | |
Ortsbo Inc. [Member] | ||
Intangible Assets (Textual) | ||
Issuance of common stock shares | 31,987,000 | |
Stock issued during period acquisitions value | $ 1,806,608 | |
Number of shares issued during acquisitions, shares | 8,312,500 | |
Business acquisition equity interest issued, number of shares | 12,998,682 | |
Number of shares to be issued during acquisitions, shares | 18,988,318 | |
Secured debenture | $ 975,388 | |
Value of the intangible assets acquired | $ 5,421,067 | |
Fair value for acquisition of intellectual property | $ 16,968,888 |
Short Term Loans (Details)
Short Term Loans (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | |
Short-term Debt [Line Items] | |||
Fair value | $ 284,451 | $ 791,928 | $ 791,928 |
Borrowing | 89,462 | 284,451 | |
Fair value adjustments | (1,700) | (33,423) | |
Conversions | (100,000) | (1,832,768) | |
Repayments | 32,772 | 151,791 | (441,019) |
Settlement | (63,907) | ||
Fair value | 89,462 | 284,451 | |
Borrowing during the first quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | 328,265 | ||
Borrowing during the second quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | 1,201,000 | ||
Borrowing during the third quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | 170,468 | ||
Borrowing during the fourth quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | 100,000 | ||
April 1, 2014 Term Loan [Member] | |||
Short-term Debt [Line Items] | |||
Fair value | 105,885 | 152,545 | 152,545 |
Fair value adjustments | (940) | (9,446) | |
Conversions | |||
Repayments | (15,483) | (37,214) | |
Settlement | |||
Fair value | 89,462 | 105,885 | |
April 1, 2014 Term Loan [Member] | Borrowing during the first quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | |||
April 1, 2014 Term Loan [Member] | Borrowing during the second quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | |||
April 1, 2014 Term Loan [Member] | Borrowing during the third quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | |||
April 1, 2014 Term Loan [Member] | Borrowing during the fourth quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | |||
January 7, 2014 Term Loan [Member] | |||
Short-term Debt [Line Items] | |||
Fair value | 78,566 | 82,817 | 82,817 |
Fair value adjustments | (760) | (4,251) | |
Conversions | |||
Repayments | (13,899) | ||
Settlement | (63,907) | ||
Fair value | 78,566 | ||
January 7, 2014 Term Loan [Member] | Borrowing during the first quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | |||
January 7, 2014 Term Loan [Member] | Borrowing during the second quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | |||
January 7, 2014 Term Loan [Member] | Borrowing during the third quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | |||
January 7, 2014 Term Loan [Member] | Borrowing during the fourth quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | |||
Other Loans [Member] | |||
Short-term Debt [Line Items] | |||
Fair value | 100,000 | $ 556,566 | 556,566 |
Fair value adjustments | (19,726) | ||
Conversions | (100,000) | (1,832,768) | |
Repayments | (403,805) | ||
Settlement | |||
Fair value | 100,000 | ||
Other Loans [Member] | Borrowing during the first quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | 328,265 | ||
Other Loans [Member] | Borrowing during the second quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | 1,201,000 | ||
Other Loans [Member] | Borrowing during the third quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | 170,468 | ||
Other Loans [Member] | Borrowing during the fourth quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | $ 100,000 |
Short Term Loans (Details Textu
Short Term Loans (Details Textual) | 9 Months Ended | ||||||||
Feb. 28, 2017USD ($)$ / shares | Feb. 28, 2017CAD | Feb. 28, 2017CAD | Oct. 03, 2016$ / shares | Aug. 25, 2016$ / shares | May 31, 2016USD ($)$ / shares | Mar. 21, 2016$ / shares | Apr. 01, 2014 | Jan. 07, 2014 | |
Short Term Loans (Textual) | |||||||||
Interest rate percent | 1.00% | 1.00% | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Exercise price, warrants | $ 0.25 | $ 0.25 | |||||||
Short term loans | $ | $ 89,462 | $ 284,451 | |||||||
Director [Member] | Private Placement [Member] | |||||||||
Short Term Loans (Textual) | |||||||||
Common stock, par value | $ 0.25 | ||||||||
Exercise price, warrants | $ 0.25 | ||||||||
Short term loans | $ | $ 100,000 | ||||||||
April 1, 2014 Term Loan [Member] | |||||||||
Short Term Loans (Textual) | |||||||||
Repayment of principle | 15,483 | CAD 20,000 | |||||||
Loan value | 89,462 | CAD 118,815 | |||||||
January 7, 2014 Term Loan [Member] | |||||||||
Short Term Loans (Textual) | |||||||||
Repayment of principle | $ 13,899 | CAD 18,125 |
Non-Convertible Secured Deben34
Non-Convertible Secured Debentures (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
First Tranche of Secured Debentures [Member] | ||||
Non-Convertible Secured Debentures (Textual) | ||||
Secured debentures | $ 4,550,388 | $ 4,550,388 | ||
Annual interest rate | 12.00% | |||
Maturity date description | Extend the maturity date of the Secured Debentures from December 31, 2015 to July 15, 2020. | |||
Secured debentures payment terms | Holders of the principal amount of secured debentures consent to a put of their Secured Debentures to the Company. | |||
Ortsbo Inc. [Member] | ||||
Non-Convertible Secured Debentures (Textual) | ||||
Secured debentures | 4,550,388 | $ 4,550,388 | ||
Interest expense | $ 136,512 | $ 136,512 | $ 409,535 | $ 330,695 |
Unsecured Convertible Promiss35
Unsecured Convertible Promissory Notes and Debentures (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Feb. 28, 2017 | May 31, 2016 | |
Total Borrowings | ||
Total | $ 355,000 | |
Balance | 2,454,824 | $ 1,945,833 |
Fair value adjustment | (20,824) | 768,991 |
Conversions | (1,524,000) | (260,000) |
Settlement | (555,000) | |
Balance | 355,000 | $ 2,454,824 |
Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 2,694,000 | |
Conversions [Member] | ||
Total Borrowings | ||
Total | (1,784,000) | |
Settlement [Member] | ||
Total Borrowings | ||
Total | (555,000) | |
Borrowing on January 29, 2014 [Member] | ||
Total Borrowings | ||
Total | 135,000 | |
Borrowing on January 29, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 395,000 | |
Borrowing on January 29, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | (260,000) | |
Borrowing on January 29, 2014 [Member] | Settlement [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on February 27, 2014 [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on February 27, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 305,000 | |
Borrowing on February 27, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on February 27, 2014 [Member] | Settlement [Member] | ||
Total Borrowings | ||
Total | (305,000) | |
Borrowing on April 1, 2014 [Member] | ||
Total Borrowings | ||
Total | 170,000 | |
Borrowing on April 1, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 469,000 | |
Borrowing on April 1, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | (299,000) | |
Borrowing on April 1, 2014 [Member] | Settlement [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on April 23, 2014 [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on April 23, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 50,000 | |
Borrowing on April 23, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | (50,000) | |
Borrowing on April 23, 2014 [Member] | Settlement [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on May 31, 2014 [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on May 31, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 1,000,000 | |
Borrowing on May 31, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | (1,000,000) | |
Borrowing on May 31, 2014 [Member] | Settlement [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on June 27, 2014 [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on June 27, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 250,000 | |
Borrowing on June 27, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on June 27, 2014 [Member] | Settlement [Member] | ||
Total Borrowings | ||
Total | (250,000) | |
Borrowing on September 2, 2014 [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on September 2, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 125,000 | |
Borrowing on September 2, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | (125,000) | |
Borrowing on September 2, 2014 [Member] | Settlement [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on October 6, 2014 [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on October 6, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 50,000 | |
Borrowing on October 6, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | (50,000) | |
Borrowing on October 6, 2014 [Member] | Settlement [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on October 27, 2014 [Member] | ||
Total Borrowings | ||
Total | 50,000 | |
Borrowing on October 27, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 50,000 | |
Borrowing on October 27, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on October 27, 2014 [Member] | Settlement [Member] | ||
Total Borrowings | ||
Total |
Unsecured Convertible Promiss36
Unsecured Convertible Promissory Notes and Debentures (Details Textual) | Apr. 01, 2014USD ($)$ / sharesshares | Jan. 07, 2014USD ($)shares | Jan. 07, 2014CAD | Feb. 27, 2014USD ($)$ / sharesshares | Jan. 29, 2014USD ($)$ / sharesshares | Feb. 28, 2017USD ($)$ / shares | Feb. 29, 2016USD ($) | Feb. 28, 2017USD ($)$ / shares | Feb. 29, 2016USD ($) | May 31, 2015USD ($)$ / sharesshares | Sep. 21, 2016USD ($)$ / shares | May 31, 2016USD ($)$ / shares | May 30, 2016$ / shares |
Short-term Debt [Line Items] | |||||||||||||
Current stock price | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||
Amount of debt conversion | $ | $ 1,225,000 | ||||||||||||
Series A Warrants [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Conversion price | $ / shares | 0.25 | $ 0.25 | |||||||||||
Amount of debt conversion | $ | $ 299,000 | ||||||||||||
Accredited Investors [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Amount of debt conversion | $ 90,777 | CAD 100,000 | |||||||||||
Convertible Promissory Note [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Principal amount of convertible promissory note | $ | $ 469,000 | $ 305,000 | $ 395,000 | ||||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | 6.00% | ||||||||||
Convertible promissory notes, Unit | shares | 469 | 475 | 305 | 395 | |||||||||
Convertible promissory note par value | $ / shares | $ 100 | $ 100 | $ 100 | ||||||||||
Purchase price | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||
Funding total, cash | $ | $ 1,069,000 | $ 1,069,000 | $ 1,069,000 | ||||||||||
Funding total, retirement debt obligation | $ | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||
Notes mature period | 24 months | 24 months | 24 months | 24 months | |||||||||
Interest rate on convertible promissory note for future if not paid | 16.00% | ||||||||||||
Conversion price | $ / shares | 1 | $ 1 | |||||||||||
Amount of debt conversion | $ | $ 300,000 | $ 300,000 | |||||||||||
Trade payables | $ | $ 50,000 | ||||||||||||
Convertible debentures due | Apr. 1, 2016 | Feb. 27, 2016 | Jan. 29, 2016 | ||||||||||
Convertible Promissory Note [Member] | Series A Warrants [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Current stock price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||||
Common stock to warrant holder | shares | 1,000 | 1,000 | 1,000 | ||||||||||
Convertible Promissory Note [Member] | Series B warrants [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Current stock price | $ / shares | $ 2 | $ 2 | $ 2 | ||||||||||
Common stock to warrant holder | shares | 1,000 | 1,000 | 1,000 | ||||||||||
Convertible Promissory Note [Member] | Series C warrants [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Purchase price | $ / shares | $ 2.20 | ||||||||||||
Common stock to warrant holder | shares | 700,000 | ||||||||||||
Convertible Promissory Note [Member] | Series D Warrants [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Purchase price | $ / shares | $ 2.20 | ||||||||||||
Common stock to warrant holder | shares | 316,666 | ||||||||||||
Convertible Promissory Note [Member] | Private Investors [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible promissory notes, Unit | shares | 1,050 | ||||||||||||
Convertible promissory notes | $ | $ 1,050,000 | ||||||||||||
Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible promissory notes, Unit | shares | 475 | ||||||||||||
Convertible promissory notes | $ | $ 475,000 | ||||||||||||
Convertible Debentures with Series A and B Warrants [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Principal amount of convertible promissory note | $ | $ 100,000 | $ 260,000 | |||||||||||
Notes mature period | 5 years | ||||||||||||
Current stock price | $ / shares | 0.25 | $ 0.25 | |||||||||||
Conversion price | $ / shares | $ 0.20 | $ 0.20 | $ 0.35 | ||||||||||
Additional borrowings | $ | $ 299,000 | ||||||||||||
Interest paid | $ | $ 24,348 | $ 21,009 | $ 88,601 | $ 56,175 | |||||||||
Description of convertible debenture | A debenture holder with $305,000 in principal forgave their debenture and accrued interest in exchange for amending terms for Series A and B Warrants to $0.25 from $1.50 and $2.00 each respectively as well as an extension of one year to the terms of the warrants in conjunction with the settlement of DWF. | ||||||||||||
Convertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Interest rate on convertible promissory note | 6.00% | ||||||||||||
Convertible promissory note par value | $ / shares | $ 100 | ||||||||||||
Notes mature period | 5 years | 24 months | |||||||||||
Interest rate on convertible promissory note for future if not paid | 6.00% | ||||||||||||
Conversion price | $ / shares | $ 0.20 | $ 0.20 | $ 1.50 | $ 1.5 | |||||||||
Additional borrowings | $ | $ 1,225,000 | ||||||||||||
Interest paid | $ | $ 6,237 | $ 22,812 | $ 41,104 | $ 68,688 | |||||||||
Warrants price | $ / shares | $ 0.25 | ||||||||||||
Description of convertible debenture | Two debenture holders with $250,000 in principal forgave their debentures and accrued interest in exchange for amending terms for Series D warrants to $0.25 from $2.20 as well as an extension of one year to the terms of the warrants in conjunction with settlement of DWF. | ||||||||||||
Percentage of unsecured convertible debenture | 6.00% |
Convertible Secured Debenture37
Convertible Secured Debentures and Long-term Loan (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
May 01, 2016 | Dec. 30, 2015 | Feb. 28, 2017 | |
Debt Instrument [Line Items] | |||
Gross proceeds | $ 295,000 | ||
Convertible secured debentures [Member] | |||
Debt Instrument [Line Items] | |||
Gross proceeds | $ 170,468 | $ 2,040,000 | 2,210,468 |
Fair value of the convertible secured debt | |||
Fair value of equity warrants (Note 10) | (119,072) | (1,580,980) | (1,700,052) |
Beneficial conversion feature | (51,396) | (459,020) | (510,416) |
Change in fair value (from commitment date) | 4,347 | 170,932 | 175,279 |
Convertible secured debenture at fair value | 4,347 | 170,932 | 175,279 |
Change in fair value | 23,941 | 304,994 | 328,935 |
Convertible secured debenture at fair value | $ 28,288 | $ 475,926 | $ 504,214 |
Convertible Secured Debenture38
Convertible Secured Debentures and Long-term Loan (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
May 01, 2016 | Dec. 30, 2015 | Sep. 30, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | May 31, 2015 | Nov. 30, 2016 | |
Convertible Secured Debentures and Long-term Loan (Textual) | ||||||||||
Gross proceeds from private placement | $ 295,000 | |||||||||
Subscription receivable | $ 1,326,348 | $ 1,326,348 | $ 1,326,348 | |||||||
Volatility rate | 191.00% | 180.00% | 150.00% | |||||||
Dividend rate | ||||||||||
Warrants associated with a secured convertible debenture | $ 1,700,052 | |||||||||
Convertible secured debentures [Member] | ||||||||||
Convertible Secured Debentures and Long-term Loan (Textual) | ||||||||||
Gross proceeds from private placement | $ 2,040,000 | $ 4,550,388 | ||||||||
Convertible secured debentures, description | (i) a 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common stock and (ii) ten (10) five year common share purchase warrants, vesting in 1/3 increments with 1/3 vested immediately, 1/3 to be vested in one year and 1/3 to be vested in two years and having an exercise price of $0.01 per share (Note 10). The units were sold at $1.00 per unit. | |||||||||
Value for warrants by binomial model | $ 119,072 | |||||||||
Volatility rate | 180.00% | |||||||||
Expected life | 5 years | |||||||||
Risk free interest rate | 1.28% | |||||||||
Dividend rate | 0.00% | |||||||||
Carrying value of the debenture liability | $ 28,288 | 475,926 | $ 475,926 | |||||||
Beneficial conversion feature | 51,396 | 459,020 | ||||||||
Warrants associated with a secured convertible debenture | 1,580,980 | |||||||||
Net of subscription receivable written off | 2,040,000 | |||||||||
Interest expense | $ 72,314 | $ 56,495 | 216,942 | $ 71,321 | ||||||
Additional Paid-in Capital [Member] | ||||||||||
Convertible Secured Debentures and Long-term Loan (Textual) | ||||||||||
Beneficial conversion feature | $ 459,020 | |||||||||
Warrants associated with a secured convertible debenture | $ 1,700,052 | |||||||||
Director [Member] | ||||||||||
Convertible Secured Debentures and Long-term Loan (Textual) | ||||||||||
Conversion of secured debenture | 170,468 | |||||||||
Director [Member] | Convertible secured debentures [Member] | ||||||||||
Convertible Secured Debentures and Long-term Loan (Textual) | ||||||||||
Gross proceeds from private placement | $ 1,075,000 | |||||||||
Convertible secured debentures, description | (i) a 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common stock and (ii) ten (10) five year common share purchase warrants, vesting in 1/3 increments with 1/3 vested in one year, 1/3 to be vested in two years and 1/3 to be vested in three years and having an exercise price of $0.01 per share (Note 10). The units were sold at $1.00 per unit. | |||||||||
Volatility rate | 177.00% | |||||||||
Expected life | 5 years | |||||||||
Risk free interest rate | 1.80% | |||||||||
Dividend rate | 0.00% | |||||||||
Net of subscription receivable written off | $ 2,040,000 | |||||||||
Consultant [Member] | ||||||||||
Convertible Secured Debentures and Long-term Loan (Textual) | ||||||||||
Gross proceeds from private placement | $ 200,000 | |||||||||
Convertible secured debentures, description | (i) a 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common. | |||||||||
Debenture was accounted for as a single debt instrument | $ 200,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) | Oct. 03, 2016 | Aug. 31, 2016 | Jun. 13, 2016 | Mar. 21, 2016 | Sep. 15, 2015 | Nov. 15, 2016 | Sep. 30, 2016 | Sep. 23, 2016 | May 17, 2016 | Apr. 18, 2016 | Aug. 31, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | May 31, 2015 | Aug. 25, 2016 | Sep. 28, 2015 |
Common Stock (Textual) | |||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | |||||||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||||||||||||||
Common Stock, shares subscribed | 18,988,318 | 20,308,890 | |||||||||||||||
Common stock issuance description | (i) 8,227,821 shares of Common Stock issued and outstanding (ii) 907,200 shares of Common Stock issuable to them upon exercise of promissory notes (iii) 273,272 shares of Common Stock issuable underlying past due accrued interest and penalties and (iv) 5,432,671 shares of Common Stock issuable to them upon exercise of common stock purchase warrants. | ||||||||||||||||
Settlement of common stock shares account payables | 120,000 | ||||||||||||||||
Fair value of settlement of shares | $ 30,000 | ||||||||||||||||
Volatility rate | 191.00% | 180.00% | 150.00% | ||||||||||||||
Dividend rate | |||||||||||||||||
Common stock shares issuable for conversion | 14,840,964 | 88,844 | |||||||||||||||
Shares issued on conversion of debt | $ 2,064,830 | $ 305,307 | |||||||||||||||
Restricted common shares description | Yappn restricted common shares (32 Million shares at $0.50 per share) | ||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Shares issued on conversion of debt | $ 1,489,057 | $ 305,307 | $ 262,592 | ||||||||||||||
Shares issued on conversion of debt, shares | 5,956,226 | 1,221,228 | 1,050,368 | ||||||||||||||
Board of Directors [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Warrants exercise price | $ 0.25 | $ 1 | |||||||||||||||
Tranche One [Member] | Private Placement [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Warrants exercise price | $ 0.25 | ||||||||||||||||
Shares issued, price per share | $ 0.25 | ||||||||||||||||
Number of shares issued in private placement, shares | 1,008,000 | ||||||||||||||||
Number of shares issued in private placement, value | $ 252,000 | ||||||||||||||||
Proceeds from issuance of common stock | 157,046 | ||||||||||||||||
Proceeds from issuance of warrants | $ 94,854 | ||||||||||||||||
Warrants vesting, description | These warrants will vest in increments of thirds with the first 1/3 being vested on April 17, 2017, second increment of 1/3 on April 17, 2018, and last 1/3 on April 17, 2019. | ||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Risk free interest rate | 1.24% | ||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||
Tranche Two [Member] | Private Placement [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Warrants exercise price | $ 0.25 | ||||||||||||||||
Shares issued, price per share | $ 0.25 | ||||||||||||||||
Number of shares issued in private placement, shares | 2,640,000 | ||||||||||||||||
Number of shares issued in private placement, value | $ 660,000 | ||||||||||||||||
Proceeds from issuance of common stock | 411,515 | ||||||||||||||||
Proceeds from issuance of warrants | $ 248,221 | ||||||||||||||||
Warrants vesting, description | These warrants will vest in increments of thirds with the first 1/3 being vested on May 16, 2017, second increment of 1/3 on May 16, 2018, and last 1/3 on May 16, 2019. | ||||||||||||||||
Volatility rate | 179.00% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Risk free interest rate | 1.29% | ||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||
Tranche Two [Member] | Board of Directors [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Shares issued, price per share | $ 0.25 | ||||||||||||||||
Tranche Two [Member] | Board of Directors [Member] | Private Placement [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Number of shares issued in private placement, shares | 1,200,000 | ||||||||||||||||
Number of shares issued in private placement, value | $ 300,000 | ||||||||||||||||
Tranche Three [Member] | Private Placement [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Warrants exercise price | $ 0.25 | ||||||||||||||||
Shares issued, price per share | $ 0.25 | ||||||||||||||||
Number of shares issued in private placement, shares | 1,000,000 | ||||||||||||||||
Number of shares issued in private placement, value | $ 200,000 | ||||||||||||||||
Common stock issued for settlement of debt | 50,000 | ||||||||||||||||
Proceeds from issuance of common stock | 141,307 | ||||||||||||||||
Proceeds from issuance of warrants | $ 108,693 | ||||||||||||||||
Warrants vesting, description | These warrants will vest in increments of thirds with the first 1/3 being vested on August 31, 2017, second increment of 1/3 on August 31, 2018, and last 1/3 on August 31, 2019. | ||||||||||||||||
Volatility rate | 191.00% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Risk free interest rate | 1.19% | ||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||
Tranche Three [Member] | Board of Directors [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Shares issued, price per share | $ 0.25 | ||||||||||||||||
Tranche Four [Member] | Private Placement [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Warrants exercise price | $ 0.25 | ||||||||||||||||
Shares issued, price per share | $ 0.25 | ||||||||||||||||
Number of shares issued in private placement, shares | 780,000 | ||||||||||||||||
Number of shares issued in private placement, value | $ 195,000 | ||||||||||||||||
Proceeds from issuance of common stock | 112,327 | ||||||||||||||||
Proceeds from issuance of warrants | $ 82,673 | ||||||||||||||||
Warrants vesting, description | These common stock purchase warrants will vest in increments of thirds with the first 1/3 being vested on September 23, 2017, second increment of 1/3 on September 23, 2018, and last 1/3 on September 23, 2019. | ||||||||||||||||
Volatility rate | 200.00% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Risk free interest rate | 1.16% | ||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||
Tranche Four [Member] | Board of Directors [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Number of shares issued in private placement, shares | 80,000 | ||||||||||||||||
Number of shares issued in private placement, value | $ 20,000 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Warrants exercise price | $ 0.25 | ||||||||||||||||
Volatility rate | 178.00% | ||||||||||||||||
Risk free interest rate | 1.38% | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Warrants exercise price | $ 2.20 | ||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||
Risk free interest rate | 1.42% | ||||||||||||||||
Ortsbo [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Shares issued, price per share | $ 0.50 | ||||||||||||||||
Total purchase price of intellectual property assets | $ 16,968,888 | ||||||||||||||||
Payments for purchase of intellectual property assets | 975,388 | ||||||||||||||||
Restricted share issued to purchase intellectual property assets, value | 15,993,500 | ||||||||||||||||
Intangible assets acquisition cost | $ 5,421,067 | ||||||||||||||||
Business acquisition equity interest issued, number of shares | 12,998,682 | ||||||||||||||||
Business acquisition equity interest issued, value | $ 1,806,609 | ||||||||||||||||
Number of shares reserved but not issued | 18,988,318 | ||||||||||||||||
Number of shares reserved but not issued, value | $ 2,639,071 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock issued on cashless exercise of warrants | $ 37,100 | ||||||||||||||||
Common stock issued on cashless exercise of warrants, shares | 11,667 | ||||||||||||||||
Shares issued on conversion of debt | $ 823 | ||||||||||||||||
Shares issued on conversion of debt, shares | 8,227,822 |
Preferred Stock and Warrants (D
Preferred Stock and Warrants (Details) - USD ($) | Nov. 10, 2016 | Aug. 31, 2016 | Aug. 25, 2016 | Jul. 06, 2016 | Apr. 18, 2016 | Mar. 21, 2016 | Nov. 05, 2015 | Feb. 04, 2015 | Oct. 06, 2014 | Sep. 02, 2014 | May 30, 2014 | Apr. 23, 2014 | Apr. 01, 2014 | Jun. 07, 2013 | Sep. 23, 2016 | May 17, 2016 | May 01, 2016 | Dec. 30, 2015 | Sep. 28, 2015 | Oct. 27, 2014 | Jun. 27, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | May 31, 2013 | Mar. 28, 2013 | Feb. 28, 2017 | May 31, 2016 | May 31, 2015 | May 31, 2014 |
Issued | 41,275,346 | |||||||||||||||||||||||||||||
Exercised Warrants, shares | (70,000) | 39,055,346 | ||||||||||||||||||||||||||||
Exercised Warrants | $ 1 | |||||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||
Equity Value | $ 8,385,352 | $ 8,162,487 | ||||||||||||||||||||||||||||
Line of Credit [Member] | ||||||||||||||||||||||||||||||
Issued | 800,000 | |||||||||||||||||||||||||||||
Exercise Price | $ 1 | $ 1 | ||||||||||||||||||||||||||||
Expiration | Apr. 7, 2019 | Apr. 7, 2019 | ||||||||||||||||||||||||||||
Shares issued of repriced | 1,700,000 | |||||||||||||||||||||||||||||
Equity Value | $ 1,495,200 | |||||||||||||||||||||||||||||
Series Warrants [Member] | ||||||||||||||||||||||||||||||
Issued | 70,000 | 305,000 | 135,000 | |||||||||||||||||||||||||||
Exercise Price | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | Jan. 29, 2019 | |||||||||||||||||||||||||||
Shares issued of repriced | 299,000 | 260,000 | ||||||||||||||||||||||||||||
Equity value of repriced | $ 97,442 | $ 268,770 | ||||||||||||||||||||||||||||
Expiration date of repriced | Apr. 1, 2019 | Jan. 29, 2019 | ||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||
Equity Value | $ 147,294 | $ 224,135 | $ 135,989 | |||||||||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||||||||||
Shares issued of repriced | 100,000 | |||||||||||||||||||||||||||||
Equity value of repriced | $ 2,490 | |||||||||||||||||||||||||||||
Expiration date of repriced | Apr. 1, 2019 | |||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.35 | |||||||||||||||||||||||||||||
Series B warrants [Member] | ||||||||||||||||||||||||||||||
Issued | 369,000 | 305,000 | 135,000 | |||||||||||||||||||||||||||
Exercise Price | $ 2 | $ 2 | $ 2 | |||||||||||||||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | Jan. 29, 2019 | |||||||||||||||||||||||||||
Shares issued of repriced | 100,000 | 260,000 | ||||||||||||||||||||||||||||
Equity value of repriced | $ 3,140 | $ 9,022 | ||||||||||||||||||||||||||||
Expiration date of repriced | Apr. 1, 2019 | Jan. 29, 2019 | ||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.35 | $ 0.25 | ||||||||||||||||||||||||||||
Equity Value | ||||||||||||||||||||||||||||||
Series C warrants [Member] | ||||||||||||||||||||||||||||||
Shares issued of repriced | 666,667 | 33,333 | ||||||||||||||||||||||||||||
Equity value of repriced | $ 214,212 | $ 10,642 | ||||||||||||||||||||||||||||
Expiration date of repriced | May 30, 2019 | Apr. 23, 2019 | ||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||
Series D warrants [Member] | ||||||||||||||||||||||||||||||
Issued | 33,333 | 166,667 | ||||||||||||||||||||||||||||
Exercise Price | $ 2.20 | $ 2.20 | ||||||||||||||||||||||||||||
Expiration | Oct. 27, 2019 | Jun. 27, 2019 | ||||||||||||||||||||||||||||
Shares issued of repriced | 33,333 | 83,333 | ||||||||||||||||||||||||||||
Equity value of repriced | $ 16,607 | $ 41,593 | ||||||||||||||||||||||||||||
Expiration date of repriced | Oct. 6, 2019 | Sep. 2, 2019 | ||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||
Equity Value | $ 15,667 | |||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||
Issued | 100,000 | 70,000 | 165,000 | 1,704,680 | 20,400,000 | 12,000 | 370,000 | 401,000 | ||||||||||||||||||||||
Exercise Price | $ 1 | $ 1 | $ 0.54 | $ 0.01 | $ 0.01 | $ 1 | $ 0.54 | $ 1 | ||||||||||||||||||||||
Expiration | Oct. 16, 2017 | Feb. 4, 2020 | Jun. 7, 2018 | May 1, 2021 | Dec. 29, 2020 | Nov. 15, 2018 | May 31, 2018 | Mar. 28, 2018 | ||||||||||||||||||||||
Equity Value | $ 211,365 | $ 119,072 | $ 1,580,980 | $ 3,744 | $ 543,530 | $ 917,087 | ||||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||
Issued | 1,000,000 | 1,008,000 | 780,000 | 2,640,000 | ||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||
Expiration | Aug. 31, 2021 | Apr. 18, 2021 | Sep. 23, 2021 | May 17, 2021 | ||||||||||||||||||||||||||
Equity Value | $ 108,693 | $ 94,854 | $ 82,673 | $ 248,221 | ||||||||||||||||||||||||||
Warrant [Member] | Consultant [Member] | ||||||||||||||||||||||||||||||
Issued | 100,000 | 90,000 | 330,000 | |||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 0.25 | $ 1 | $ 1.50 | ||||||||||||||||||||||||||
Expiration | Nov. 10, 2020 | Jul. 6, 2018 | Oct. 16, 2017 | May 30, 2019 | ||||||||||||||||||||||||||
Shares issued of repriced | 100,000 | |||||||||||||||||||||||||||||
Equity Value | $ 8,440 | $ 22,500 | $ 165,330 | |||||||||||||||||||||||||||
Warrant [Member] | Consultant One [Member] | ||||||||||||||||||||||||||||||
Issued | 5,000 | |||||||||||||||||||||||||||||
Exercise Price | $ 1 | |||||||||||||||||||||||||||||
Expiration | May 31, 2017 | |||||||||||||||||||||||||||||
Equity Value | $ 990 | |||||||||||||||||||||||||||||
Warrant [Member] | Advisory Board [Member] | ||||||||||||||||||||||||||||||
Issued | 250,000 | 1,750,000 | ||||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||
Expiration | Aug. 25, 2021 | Mar. 21, 2021 | ||||||||||||||||||||||||||||
Shares issued of repriced | 300,000 | |||||||||||||||||||||||||||||
Equity value of repriced | $ 233,490 | |||||||||||||||||||||||||||||
Expiration date of repriced | Aug. 31, 2020 | |||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.25 | |||||||||||||||||||||||||||||
Equity Value | $ 559 | $ 94,691 | ||||||||||||||||||||||||||||
Warrant [Member] | Consultant Two [Member] | ||||||||||||||||||||||||||||||
Issued | 100,000 | 4,000,000 | 15,000 | |||||||||||||||||||||||||||
Exercise Price | $ 1 | $ 0.25 | $ 1.50 | |||||||||||||||||||||||||||
Expiration | Oct. 16, 2017 | May 1, 2021 | May 31, 2017 | |||||||||||||||||||||||||||
Equity Value | $ 23,240 | $ 721,200 | $ 2,970 | |||||||||||||||||||||||||||
Warrant [Member] | Line of Credit [Member] | ||||||||||||||||||||||||||||||
Issued | 1,700,000 | |||||||||||||||||||||||||||||
Exercise Price | $ 1 | |||||||||||||||||||||||||||||
Expiration | Apr. 7, 2019 | |||||||||||||||||||||||||||||
Equity Value | $ 519,520 |
Preferred Stock and Warrants 41
Preferred Stock and Warrants (Details Textual) - $ / shares | Nov. 10, 2016 | Aug. 25, 2016 | Jul. 06, 2016 | Mar. 21, 2016 | Nov. 05, 2015 | Feb. 04, 2015 | Jun. 07, 2013 | May 01, 2016 | Dec. 30, 2015 | Nov. 15, 2013 | May 31, 2013 | Mar. 31, 2013 | Mar. 28, 2013 | Feb. 28, 2017 | May 31, 2016 | May 31, 2015 | May 31, 2014 | Oct. 03, 2016 | Sep. 28, 2015 |
Preferred Stock and Warrants (Textual) | |||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | |||||||||||||||||
Volatility rate | 191.00% | 180.00% | 150.00% | ||||||||||||||||
Expected term | 1 year 1 month 24 days | ||||||||||||||||||
Dividend rate | |||||||||||||||||||
Line of Credit [Member] | |||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||
Warrants issued to purchase common stock | 1,700,000 | ||||||||||||||||||
Warrants exercise price | $ 1 | $ 1 | |||||||||||||||||
Expiration | Apr. 7, 2019 | Apr. 7, 2019 | |||||||||||||||||
Volatility rate | 178.00% | ||||||||||||||||||
Risk free interest rate | 1.65% | ||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||
Warrants exercise price | $ 0.25 | ||||||||||||||||||
Volatility rate | 178.00% | ||||||||||||||||||
Risk free interest rate | 1.38% | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||
Warrants exercise price | $ 2.20 | ||||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||||
Risk free interest rate | 1.42% | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||
Warrants exercise price | $ 1 | $ 1 | $ 0.54 | $ 0.01 | $ 0.01 | $ 1 | $ 0.54 | $ 1 | |||||||||||
Expiration | Oct. 16, 2017 | Feb. 4, 2020 | Jun. 7, 2018 | May 1, 2021 | Dec. 29, 2020 | Nov. 15, 2018 | May 31, 2018 | Mar. 28, 2018 | |||||||||||
Term of warrant | 5 years | 5 years | 5 years | ||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||||
Risk free interest rate | 1.38% | ||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||
Warrants, description | These warrants will vest in increments of 1/3 with the first 1/3 being vested on March 21, 2017, second increment of 1/3 on March 21, 2018, and last 1/3 on March 21, 2019. | It is expected the 25,499,347 unvested warrants will ultimately vest. | |||||||||||||||||
Vested and exercisable price of warrants | $ 0.47 | $ 0.87 | |||||||||||||||||
Unvested and exercisable price of warrants | $ 0.11 | $ 0.07 | |||||||||||||||||
Warrants vested term | 1 year 1 month 21 days | 8 months 16 days | |||||||||||||||||
Warrant unvested term | 2 years 5 months 23 days | 3 years 7 months 13 days | |||||||||||||||||
Warrant [Member] | Line of Credit [Member] | |||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||
Warrants exercise price | $ 1 | ||||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||||
Warrant [Member] | Chief Executive Officer [Member] | |||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||
Warrants issued to purchase common stock | 4,000,000 | ||||||||||||||||||
Warrants exercise price | $ 0.25 | ||||||||||||||||||
Expiration | May 1, 2021 | ||||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||||
Risk free interest rate | 1.28% | ||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||
Warrants, description | These warrants will vest in increments of 1/3 with the first 1/3 being vested on May 1, 2016, second increment of 1/3 on April 30, 2017, and last 1/3 on April 30, 2018. | ||||||||||||||||||
Warrant [Member] | Consultant [Member] | |||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||
Warrants issued to purchase common stock | 100,000 | ||||||||||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | $ 1 | $ 1.50 | |||||||||||||||
Expiration | Nov. 10, 2020 | Jul. 6, 2018 | Oct. 16, 2017 | May 30, 2019 | |||||||||||||||
Volatility rate | 215.00% | 178.00% | |||||||||||||||||
Risk free interest rate | 1.17% | 0.85% | |||||||||||||||||
Expected term | 4 years | 2 years | |||||||||||||||||
Dividend rate | 0.00% | 0.00% | |||||||||||||||||
Warrant [Member] | Advisory Board [Member] | |||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||
Warrants issued to purchase common stock | 300,000 | ||||||||||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | |||||||||||||||||
Expiration | Aug. 25, 2021 | Mar. 21, 2021 | |||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||||
Risk free interest rate | 1.38% | ||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||
Warrants, description | These warrants will vest in increments of 1/3 with the first 1/3 being vested on March 21, 2017, second increment of 1/3 on March 21, 2018, and last 1/3 on March 21, 2019. | ||||||||||||||||||
Warrant [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||
Warrants issued to purchase common stock | 250,000 | 300,000 | |||||||||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | $ 1 | ||||||||||||||||
Expiration | Aug. 25, 2021 | ||||||||||||||||||
Volatility rate | 191.00% | ||||||||||||||||||
Risk free interest rate | 1.13% | ||||||||||||||||||
Expected term | 5 years | 5 years | |||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||
Warrants, description | These warrants will vest in increments of 1/3 with the first 1/3 being vested on August 25, 2017, second increment of 1/3 on August 25, 2018, and last 1/3 on August 25, 2019. | ||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||
Preferred stock, shares outstanding |
Employee Benefit and Incentiv42
Employee Benefit and Incentive Plans (Details) - USD ($) | Aug. 25, 2016 | Mar. 21, 2016 | Mar. 01, 2015 | Aug. 14, 2014 | Feb. 28, 2017 | May 31, 2016 | May 31, 2015 |
Option Indexed to Issuer's Equity [Line Items] | |||||||
Exercised, Number of shares | |||||||
Ending Balance, Weighted Average Exercise Price Per share | $ 0.25 | ||||||
Stock Options [Member] | |||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||
Beginning Balance, Number of shares | 10,390,000 | 1,804,500 | |||||
Granted, Number of shares | 3,200,000 | 8,750,000 | 520,000 | 710,000 | 3,200,000 | 8,775,000 | |
Exercised, Number of shares | |||||||
Cancelled, forfeited or expired, Number of shares | (385,000) | (189,500) | |||||
Ending Balance, Number of shares | 13,205,000 | 10,390,000 | 1,804,500 | ||||
Options exercisable, Number of shares | 4,069,167 | ||||||
Fair value of options vested | $ 1,826,217 | ||||||
Beginning Balance, Weighted Average Exercise Price Per share | $ 0.28 | $ 1 | |||||
Granted, Weighted Average Exercise Price Per share | 0.25 | 0.25 | |||||
Exercised , Weighted Average Exercise Price Per share | |||||||
Cancelled, forfeited or expired, Weighted Average Exercise Price Per share | 1 | 1 | |||||
Ending Balance, Weighted Average Exercise Price Per share | 0.25 | $ 0.28 | $ 1 | ||||
Options exercisable, Weighted Average Exercise Price Per share | 0.25 | ||||||
Fair value of options vesting, Weighted Average Exercise Price Per share |
Employee Benefit and Incentiv43
Employee Benefit and Incentive Plans (Details 1) - $ / shares | Mar. 21, 2016 | Feb. 28, 2017 | May 31, 2016 | May 31, 2015 |
Fair value of options granted : | ||||
Stock price | $ 0.20 | $ 0.20 | ||
Exercise price | $ 0.25 | $ 0.25 | $ 1 | |
Estimated volatility (all options) | 191.00% | 180.00% | 150.00% | |
Weighted-average fair value of options granted | $ 0.25 | $ 0.25 | ||
Dividend | ||||
Minimum [Member] | ||||
Fair value of options granted : | ||||
Stock price | $ 0.60 | |||
Risk free interest rate | 1.38% | |||
Estimated volatility (all options) | 178.00% | |||
Weighted-average fair value of options granted | 0.50 | |||
Maximum [Member] | ||||
Fair value of options granted : | ||||
Stock price | 1 | |||
Risk free interest rate | 1.42% | |||
Estimated volatility (all options) | 180.00% | |||
Weighted-average fair value of options granted | $ 0.90 | |||
Stock Options [Member] | ||||
Fair value of options granted : | ||||
Total number of shares issued under options | 3,200,000 | 8,775,000 | 1,804,500 | |
Two Year Option [Member] | ||||
Fair value of options granted : | ||||
Time to expiration - days | 730 days | |||
Risk free interest rate | ||||
Two Year Option [Member] | Minimum [Member] | ||||
Fair value of options granted : | ||||
Risk free interest rate | 42.00% | |||
Two Year Option [Member] | Maximum [Member] | ||||
Fair value of options granted : | ||||
Risk free interest rate | 66.00% | |||
All Options [Member] | ||||
Fair value of options granted : | ||||
Forfeiture rate (all options) | 0.00% | 0.00% | 0.00% | |
Five Year Option [Member] | ||||
Fair value of options granted : | ||||
Time to expiration - days | 1826 days | 1826 days | 1826 days | |
Risk free interest rate | 1.13% | 1.38% | ||
Five Year Option [Member] | Minimum [Member] | ||||
Fair value of options granted : | ||||
Risk free interest rate | 1.57% | |||
Five Year Option [Member] | Maximum [Member] | ||||
Fair value of options granted : | ||||
Risk free interest rate | 1.58% |
Employee Benefit and Incentiv44
Employee Benefit and Incentive Plans (Details Textual) - USD ($) | Aug. 25, 2016 | Mar. 21, 2016 | Mar. 01, 2015 | Aug. 14, 2014 | Feb. 28, 2017 | May 31, 2016 | Aug. 21, 2015 | May 31, 2015 |
Employee Benefit and Incentive Plans (Textual) | ||||||||
Increase in number of options | 25,000,000 | |||||||
Vested weighted-average remaining contractual term | 3 years 9 months 7 days | |||||||
Unvested options expected shares | 9,135,833 | |||||||
Weighted Average Exercise Price Per share, Outstanding | $ 0.25 | |||||||
Unvested weighted average remaining term | 4 years 1 month 24 days | |||||||
Unearned stock based compensation | $ 1,800,919 | |||||||
Weighted average vesting period | 1 year 1 month 24 days | |||||||
Stock Options [Member] | ||||||||
Employee Benefit and Incentive Plans (Textual) | ||||||||
Weighted Average Exercise Price Per share, Outstanding | $ 0.25 | $ 0.28 | $ 1 | |||||
Employee benefit plans non vested and vested, description | Stock options granted on March 21, 2016 and August 25, 2016 respectively vest 1/4 immediately, 1/4 after one year, 1/4 after two years, and 1/4 after three years. | Stock options granted on March 21, 2016 and August 25, 2016 respectively vest 1/4 immediately, 1/4 after one year, 1/4 after two years, and 1/4 after three years. | Stock options granted on August 14, 2014 and March 2, 2015 respectively vest 1/3 immediately, 1/3 after one year and 1/3 after two years. | Stock options granted on August 14, 2014 and March 2, 2015 respectively vest 1/3 immediately, 1/3 after one year and 1/3 after two years. | ||||
Stock options granted | 3,200,000 | 8,750,000 | 520,000 | 710,000 | 3,200,000 | 8,775,000 | ||
Options vesting terms, description | The remaining 25,000 options issued on March 21, 2016 have immediate vesting terms. |
Related Party Balances and Tr45
Related Party Balances and Transactions (Details) | Aug. 25, 2016$ / sharesshares | Mar. 21, 2016$ / sharesshares | Sep. 15, 2015USD ($)$ / sharesshares | May 01, 2016USD ($)$ / sharesshares | Dec. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 28, 2015USD ($)$ / sharesshares | Feb. 28, 2017USD ($)Directors$ / sharesshares | May 31, 2016USD ($)$ / shares | Nov. 30, 2016USD ($)Directors | Aug. 31, 2016$ / shares | May 17, 2016$ / shares | Dec. 31, 2015USD ($) | Nov. 05, 2015shares |
Related Party Transaction [Line Items] | ||||||||||||||
Related party liability | $ 16,654 | |||||||||||||
Convertible secured debentures issued | $ 295,000 | |||||||||||||
Related to managerial services | $ 146,982 | |||||||||||||
Warrants issued to purchase of common stock | shares | 250,000 | 1,750,000 | 100,000 | |||||||||||
Warrants exercise price | $ / shares | $ 0.25 | $ 0.25 | ||||||||||||
Warrant expiry date | Aug. 25, 2021 | Mar. 21, 2021 | May 1, 2021 | |||||||||||
Consulting fees | $ 200,000 | |||||||||||||
Bonus payable | 100,000 | |||||||||||||
Related party transaction, description | Per the resolution, 500,000 common shares for each member of the Board of Directors and 250,000 for each Advisory Board member would be issued when the following milestones are met: (i) $3.5 million in new revenue generated and realized within 12 months of the start date of the CEO which was February 22, 2016 and minimum of 5 new recurring revenue contracts being signed within 12 months of the start date; or (ii) $5 million of new revenue generated and realized within 24 months of the start date and minimum of 5 new recurring revenue contracts being signed within 12 months of the start date. | |||||||||||||
Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Convertible secured debentures issued | $ 1,783,526 | |||||||||||||
Tranche Two [Member] | Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.25 | |||||||||||||
Shares issued, price per share | $ / shares | $ 0.25 | |||||||||||||
Tranche Three [Member] | Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.25 | |||||||||||||
Shares issued, price per share | $ / shares | $ 0.25 | |||||||||||||
Tranche Four [Member] | Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock, shares | shares | 80,000 | |||||||||||||
Shares issued, price per share | $ / shares | $ 0.25 | |||||||||||||
Convertible secured debentures [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Convertible secured debentures issued | $ 2,040,000 | 4,550,388 | ||||||||||||
Former Debt [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of common stock shares issue | shares | 4,686,182 | |||||||||||||
CEO [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Secured debenture | $ 200,000 | |||||||||||||
Warrants issued to purchase of common stock | shares | 4,000,000 | |||||||||||||
Warrants exercise price | $ / shares | $ 0.25 | |||||||||||||
Cash obligations as employee | $ 294,906 | |||||||||||||
Consultant forgiven | $ 18,200 | |||||||||||||
Description of convertible debenture | A 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common. | |||||||||||||
Director [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advance from director | $ 170,468 | $ 1,326,348 | $ 1,326,348 | |||||||||||
Number of directors | Directors | 3 | 3 | ||||||||||||
Director [Member] | Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.25 | |||||||||||||
Director [Member] | Convertible secured debentures [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Convertible secured debentures issued | 1,075,000 | |||||||||||||
Board of Directors [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Warrants issued to purchase of common stock | shares | 300,000 | |||||||||||||
Warrants exercise price | $ / shares | $ 0.25 | $ 1 | ||||||||||||
Warrants valued | $ 233,490 | |||||||||||||
Common stock purchase warrants expiry, description | Expiry of five years from September 1, 2015. | |||||||||||||
Board of Directors [Member] | Tranche Two [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock, shares | shares | 1,200,000 | |||||||||||||
Issuance of common stock, value | $ 300,000 | |||||||||||||
Shares issued, price per share | $ / shares | $ 0.25 | |||||||||||||
Board of Directors [Member] | Tranche Three [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock, shares | shares | 1,000,000 | |||||||||||||
Issuance of common stock, value | $ 250,000 | |||||||||||||
Shares issued, price per share | $ / shares | $ 0.25 | |||||||||||||
Board of Directors [Member] | Tranche Four [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock, value | $ 195,000 | |||||||||||||
Intertainment Media, Inc. [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Development amount | $ 54,393 | |||||||||||||
Managerial services | $ 92,589 | |||||||||||||
Ortsbo [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock shares | shares | 31,987,000 | |||||||||||||
Business acquisition equity interest issued, number of shares | shares | 12,998,682 | |||||||||||||
Number of common stock shares issue | shares | 8,312,500 | |||||||||||||
Stock issued during period acquisitions value | $ 1,806,608 | |||||||||||||
Shares issued | shares | 18,988,318 | |||||||||||||
Secured debenture | $ 975,388 | |||||||||||||
Value of the intangible assets acquired | 5,421,067 | |||||||||||||
Fair value for acquisition of intellectual property | $ 16,968,888 | |||||||||||||
Shares issued, price per share | $ / shares | $ 0.50 | |||||||||||||
Ortsbo [Member] | Former Holder [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock shares | shares | 1,300,818 | |||||||||||||
Winterberry Investments Inc. [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock shares | shares | 17,687,500 | |||||||||||||
Secured debenture | 500,000 | |||||||||||||
Advance from director | $ 100,000 | |||||||||||||
Luis Vasquez-Senties [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Secured debenture | 500,000 | $ 500,000 | ||||||||||||
Advance from director | $ 200,000 | |||||||||||||
David Berry [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Secured debenture | $ 733,526 | $ 500,000 | ||||||||||||
Advance from director | $ 170,468 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 14, 2017 | May 31, 2017 | Oct. 03, 2016 | Aug. 25, 2016 | Mar. 21, 2016 |
Subsequent Event [Line Items] | |||||
Warrants exercise price | $ 0.25 | $ 0.25 | |||
Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $ 0.25 | ||||
Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $ 2.20 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Advance from director | $ 250,000 | ||||
Maturity date of warrants | Dec. 31, 2020 | ||||
Subsequent Event [Member] | Series A Common Stock [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $ 0.25 | ||||
Subsequent Event [Member] | Series A Common Stock [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | 1 | ||||
Subsequent Event [Member] | Series B Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | 2 | ||||
Subsequent Event [Member] | Series D Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $ 2.20 |