Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Feb. 28, 2015 | Apr. 07, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | MultiCell Technologies, Inc. | |
Entity Central Index Key | 811779 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MCET | |
Entity Common Stock, Shares Outstanding | 4,863,448,700 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 28-Feb-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Feb. 28, 2015 | Nov. 30, 2014 |
Current assets | ||
Cash and cash equivalents | $53,828 | $112,533 |
Other current assets | 11,992 | 13,410 |
Total current assets | 65,820 | 125,943 |
Property and equipment, net of accumulated depreciation of $40,166 | 0 | 0 |
Other assets | 280 | 280 |
Total assets | 66,100 | 126,223 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,086,836 | 915,666 |
Payable to related party | 50,000 | 50,000 |
Advance from warrant holder | 157,350 | 166,150 |
Convertible debenture | 35,726 | 0 |
Current portion of deferred revenue | 49,318 | 49,318 |
Total current liabilities | 1,379,230 | 1,181,134 |
Non-current liabilities | ||
Convertible debenture | 0 | 36,426 |
Deferred revenue, net of current portion | 387,776 | 400,106 |
Derivative liability related to Series B convertible preferred stock | 16,419 | 25,731 |
Total non-current liabilities | 404,195 | 462,263 |
Total liabilities | 1,783,425 | 1,643,397 |
Commitments and contingencies | 0 | 0 |
MultiCell Technologies, Inc. equity (deficiency) | ||
Preferred stock | 0 | 0 |
Common stock, $0.01 par value; 5,000,000,000 shares authorized; 4,863,448,700 and 4,552,800,552 shares issued and outstanding at February 28, 2015 and November 30, 2014, respectively | 48,634,487 | 45,528,006 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | -49,422,884 | -46,134,117 |
Total MultiCell Technologies, Inc. stockholders' equity (deficiency) | -326,562 | -144,276 |
Noncontrolling interests | -1,390,763 | -1,372,898 |
Total equity (deficiency) | -1,717,325 | -1,517,174 |
Total liabilities and equity (deficiency) | 66,100 | 126,223 |
Series B Convertible Preferred Stock [Member] | ||
MultiCell Technologies, Inc. equity (deficiency) | ||
Preferred stock | 461,835 | 461,835 |
Series I Convertible Preferred Stock [Member] | ||
MultiCell Technologies, Inc. equity (deficiency) | ||
Preferred stock | $0 | $0 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Feb. 28, 2015 | Nov. 30, 2014 |
Accumulated depreciation, property and equipment (in dollars) | $40,166 | $40,166 |
Undesignated preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized/designated | 963,000 | 963,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 4,863,448,700 | 4,552,800,552 |
Common stock, shares outstanding | 4,863,448,700 | 4,552,800,552 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized/designated | 17,000 | 17,000 |
Preferred stock, shares issued | 3,448 | 3,448 |
Preferred stock, shares outstanding | 3,448 | 3,448 |
Preferred stock, liquidation value (in dollars) | $470,316 | $470,316 |
Series I Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized/designated | 20,000 | 20,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Revenue | $12,329 | $12,329 |
Operating expenses | ||
Selling, general and administrative | 251,998 | 213,556 |
Research and development | 46,205 | 66,254 |
Stock-based compensation | 3,003 | 42,012 |
Total operating expenses | 301,206 | 321,822 |
Income (loss) from operations | -288,877 | -309,493 |
Other income (expense) | ||
Interest expense | -595 | -700 |
Change in fair value of derivative liability | 9,312 | -7,259 |
Interest income | 6 | 12 |
Total other income (expense) | 8,723 | -7,947 |
Net loss | -280,154 | -317,440 |
Less net loss attributable to the noncontrolling interests | -17,865 | -37,182 |
Net loss attributable to MultiCell Technologies, Inc. | ($262,289) | ($280,258) |
Basic and diluted loss per common share:(in dollars per share) | $0 | $0 |
Basic and diluted weighted-average common shares outstanding:(in shares) | 4,721,252,198 | 2,919,139,799 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIENCY) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Series B Convertible Preferred Stock [Member] |
Preferred Stock [Member] | ||||||
Balance at Nov. 30, 2013 | ($1,567,421) | $26,107,935 | $16,556,524 | ($43,489,211) | ($1,204,504) | $461,835 |
Balance (in shares) at Nov. 30, 2013 | 2,610,793,503 | 3,448 | ||||
Issuance of common stock for conversion of 4.75% debenture | 2,070 | 5,413,597 | -5,411,527 | 0 | 0 | 0 |
Issuance of common stock for conversion of 4.75% debenture (in shares) | 541,359,667 | |||||
Issuance of common stock for exercise of warrants | 225,630 | 2,070 | 223,560 | 0 | 0 | 0 |
Issuance of common stock for exercise of warrants (in shares) | 207,000 | |||||
Stock-based compensation | 42,012 | 0 | 40,503 | 0 | 1,509 | 0 |
Net loss | -317,440 | 0 | 0 | -280,258 | -37,182 | 0 |
Balance at Feb. 28, 2014 | -1,615,149 | 31,523,602 | 11,409,060 | -43,769,469 | -1,240,177 | 461,835 |
Balance (in shares) at Feb. 28, 2014 | 3,152,360,170 | 3,448 | ||||
Balance at Nov. 30, 2014 | -1,517,174 | 45,528,006 | 0 | -46,134,117 | -1,372,898 | 461,835 |
Balance (in shares) at Nov. 30, 2014 | 4,552,800,552 | 3,448 | ||||
Issuance of common stock for conversion of 4.75% debenture | 700 | 3,105,781 | -78,603 | -3,026,478 | 0 | 0 |
Issuance of common stock for conversion of 4.75% debenture (in shares) | 310,578,148 | |||||
Issuance of common stock for exercise of warrants | 76,300 | 700 | 75,600 | 0 | 0 | 0 |
Issuance of common stock for exercise of warrants (in shares) | 70,000 | |||||
Stock-based compensation | 3,003 | 0 | 3,003 | 0 | 0 | 0 |
Net loss | -280,154 | 0 | 0 | -262,289 | -17,865 | 0 |
Balance at Feb. 28, 2015 | ($1,717,325) | $48,634,487 | $0 | ($49,422,884) | ($1,390,763) | $461,835 |
Balance (in shares) at Feb. 28, 2015 | 4,863,448,700 | 3,448 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIENCY) (Parenthetical) | 3 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Debt Conversion, Original Debt, Interest Rate of Debt | 4.75% | 4.75% |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Cash flows from operating activities | ||
Net loss | ($280,154) | ($317,440) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 3,003 | 42,012 |
Change in fair value of derivative liability | -9,312 | 7,259 |
Changes in assets and liabilities | ||
Other current assets | 1,418 | 7,326 |
Accounts payable and accrued liabilities | 171,169 | 65,707 |
Deferred revenue | -12,329 | -12,329 |
Net cash used in operating activities | -126,205 | -207,465 |
Cash flows from investing activities | 0 | 0 |
Cash flows from financing activities | ||
Proceeds from the exercise of stock warrants | 76,300 | 225,630 |
Change in advance from warrant holder | -8,800 | 76,595 |
Net cash provided by financing activities | 67,500 | 302,225 |
Net increase (decrease) in cash and cash equivalents | -58,705 | 94,760 |
Cash and cash equivalents at beginning of period | 112,533 | 146,205 |
Cash and cash equivalents at end of period | 53,828 | 240,965 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 167 | 730 |
Noncash Investing and Financing Activities: | ||
Issuance of common stock for conversion of 4.75% debenture | $700 | $2,070 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 3 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Debt Conversion, Original Debt, Interest Rate of Debt | 4.75% | 4.75% |
ORGANIZATION_AND_NATURE_OF_OPE
ORGANIZATION AND NATURE OF OPERATIONS, BASIS OF PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Feb. 28, 2015 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS, BASIS OF PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS |
ORGANIZATION AND NATURE OF OPERATIONS | |
MultiCell Technologies, Inc. (“MultiCell”), operates two subsidiaries, Xenogenics Corporation (“Xenogenics”) and MultiCell Immunotherapeutics, Inc. (“MCIT”). MultiCell holds 95.3% of the outstanding shares (on an as-if-converted to common stock basis) of Xenogenics. On August 15, 2014, MultiCell’s ownership of MCIT was increased to 85.1% (from approximately 67%) of the outstanding shares (on an as-if-converted to common stock basis) as a result of the conversion of $1,165,867 of inter-company liabilities into shares of common stock of MCIT. As used herein, the “Company” refers to MultiCell, together with Xenogenics and MCIT. | |
The Company’s therapeutic development platform includes several patented techniques used to: (i) isolate, characterize and differentiate stem cells from human liver; (ii) control the immune response at transcriptional and translational levels through double-stranded RNA (“dsRNA”)-sensing molecules such as the Toll-like Receptors (“TLRs”), RIG-I-like receptor (“RLR”), and Melanoma Differentiation-Associated protein 5 (“MDA-5”) signaling; (iii) generate specific and potent immunity against key tumor targets through a novel immunoglobulin platform technology; and (iv) modulate the noradrenaline-adrenaline neurotransmitter pathway. The Company’s medical device development platform is based on the design of a next-generation bioabsorbable stent, the Ideal BioStent™, for interventional cardiology and peripheral vessel applications. | |
BASIS OF PRESENTATION | |
The accompanying unaudited condensed consolidated financial statements and related notes of MultiCell and its subsidiaries have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial statements. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation have been included. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended November 30, 2014, previously filed with the SEC. The results of operations for the three-month period ended February 28, 2015, are not necessarily indicative of the operating results for the fiscal year ending November 30, 2015. The condensed consolidated balance sheet as of November 30, 2014, has been derived from the Company’s audited consolidated financial statements. | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
In August 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern, (“ASU 2014-15”). ASU 2014-15 requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year of the date the financial statements are issued and to provide related disclosures, if required. ASU 2014-15 will be effective for the Company’s fiscal year beginning December 1, 2016 and subsequent interim periods. Management is currently evaluating the impact of the pending adoption of ASU 2014-15 on the Company’s consolidated financial statements. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 will be effective for the Company retrospectively beginning December 1, 2017, with early adoption not permitted. Management is currently evaluating the impact of the pending adoption of ASU 2014-09 on the Company’s consolidated financial statements. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”) to provide guidance on the presentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 was effective December 1, 2014. Management determined that the adoption of ASU 2013-11 has no material impact on the Company’s consolidated financial statements. | |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Feb. 28, 2015 | |
Going Concern [Abstract] | |
Going Concern [Text Block] | NOTE 2. GOING CONCERN |
These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of February 28, 2015, the Company has operating and liquidity concerns and, as a result of recurring losses, has incurred an accumulated deficit of $49,422,884. The Company will have to raise additional capital in order to initiate Phase IIb/III clinical trials for MCT-125, its therapeutic product for the treatment of fatigue in multiple sclerosis patients, conduct further research on MCT-465 and MCT-485, its therapeutic products for the treatment of primary liver cancer, and initiate clinical trials for Xenogenic’s bioabsorbable, drug eluting stent, the Ideal BioStent™. The Company’s management is evaluating several sources of financing for the Company’s clinical trial program. Additionally, with its strategic shift in focus to therapeutic programs and technologies, management expects the Company’s future cash requirements to increase significantly as it advances the Company’s therapeutic programs into clinical trials. Until the Company is successful in raising additional funds, it may have to prioritize its therapeutic programs and delays may be necessary in some of the Company’s development programs. | |
Since March 2008, the Company has operated on working capital provided by La Jolla Cove Investors, Inc. (“LJCI”). As further described in Note 4 to these condensed consolidated financial statements, under the terms of the LJCI Agreement (as defined below), LJCI can convert a portion of the Debenture (as defined below) by simultaneously exercising the LJCI Warrant (as defined below) at $1.09 per share. As of February 28, 2015, there were 3,572,629 shares remaining on the LJCI Warrant and a balance of $35,726 remaining on the Debenture. Should LJCI continue to exercise all of its remaining warrants, approximately $3.9 million of cash would be provided to the Company. The LJCI Agreement limits LJCI’s investment to an aggregate ownership that does not exceed 9.99% of the common stock of MultiCell. The Company expects that LJCI will continue to exercise the warrants and convert the Debenture through February 28, 2016, the date that the Debenture is due and the LJCI Warrant expires, subject to the limitations of the LJCI Agreement and the availability of authorized common stock of MultiCell. | |
These factors, among others, create an uncertainty about the Company’s ability to continue as a going concern. There can be no assurance that LJCI will continue to exercise its warrant to purchase MultiCell’s common stock, or that the Company will be able to successfully acquire the necessary capital to continue its on-going research and other efforts and bring its products to the commercial market. Management’s plans to acquire future funding include the potential sale of shares of the Company’s common and/or preferred stock, the sale of warrants, and continued sales of the Company’s proprietary media, immortalized cells and primary cells to the pharmaceutical industry; including potential strategic partnerships. Additionally, the Company continues to pursue research projects, government grants and capital investment. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
PAYABLE_TO_RELATED_PARTY
PAYABLE TO RELATED PARTY | 3 Months Ended |
Feb. 28, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 3. – PAYABLE TO RELATED PARTY |
In connection with an acquisition in September 2005, the Company assumed certain liabilities in the amount of $200,000, payable to an individual who is a current director of the Company. The liability is to be paid to this individual over time as determined by the remainder of the members of the board of directors. The balance of the liability owed to this director is $50,000 as of February 28, 2015 and November 30, 2014. | |
CONVERTIBLE_DEBENTURES
CONVERTIBLE DEBENTURES | 3 Months Ended |
Feb. 28, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | NOTE 4. CONVERTIBLE DEBENTURES |
MultiCell entered into a Securities Purchase Agreement with LJCI on February 28, 2007 (“the LJCI Agreement”) pursuant to which MultiCell agreed to sell a convertible debenture in the principal amount of $100,000 and originally scheduled to mature on February 28, 2012 (the “Debenture”). On August 16, 2011, MultiCell and LJCI amended the Debenture to extend the maturity date to February 28, 2014. On February 20, 2014, MultiCell and LJCI amended the Debenture to further extend the maturity date to February 28, 2016. The Debenture accrues interest at 4.75% per year, payable in cash or shares of MultiCell’s common stock at the option of LJCI. In connection with the Debenture, MultiCell issued LJCI a warrant to purchase up to 10 million shares of its common stock (the “LJCI Warrant”) at an exercise price of $1.09 per share, exercisable over the next five years according to a schedule described in a letter agreement dated February 28, 2007. On August 16, 2011, MultiCell and LJCI amended the LJCI Warrant to extend the expiration date to February 28, 2014. On February 20, 2014, MultiCell and LJCI amended the LJCI Warrant to further extend the expiration date to February 28, 2016. Pursuant to the terms of the LJCI Warrant, upon the conversion of any portion of the principal amount of the Debenture, LJCI is required to simultaneously exercise and purchase that same percentage of the warrant shares equal to the percentage of the dollar amount of the Debenture being converted. Therefore, as an example, for each $1,000 of the principal converted, LJCI would be required to simultaneously purchase 100,000 shares under the LJCI Warrant at $1.09 per share. The LJCI Agreement limits LJCI’s investment to an aggregate common stock ownership that does not exceed 9.99% of the outstanding shares of common stock of MultiCell. | |
The Debenture is convertible at the option of LJCI at any time up to maturity into the number of shares of MultiCell’s common stock determined by the dollar amount of the Debenture being converted multiplied by 110, minus the product of the Conversion Price (as defined below) multiplied by 100 times the dollar amount of the Debenture being converted, with the entire result divided by the Conversion Price. The “Conversion Price” is equal to the lesser of $1.00 or 80% of the average of the three lowest volume-weighted average prices during the twenty trading days prior to the election to convert. LJCI converted $700 and $2,070 of the Debenture into 310,578,148 and 541,359,667 shares, respectively, of the Company’s common stock during the three months ended February 28, 2015 and 2014, respectively. Simultaneously with these conversions, LJCI exercised warrants to purchase 70,000 shares and 207,000 shares of the Company’s common stock during the three months ended February 28, 2015 and 2014, respectively. Proceeds from the exercise of the warrants were $76,300 and $225,630 for the three months ended February 28, 2015 and 2014, respectively. At times, LJCI makes advances to the Company prior to the exercise of warrants. At February 28, 2015 and November 30, 2014, LJCI had advanced $157,350 and $166,150, respectively, to the Company in advance of LJCI’s exercise of warrants. | |
As of February 28, 2015, the remainder of the Debenture in the amount of $35,726 could have been converted by LJCI into approximately 16.4 billion shares of the Company’s common stock, which would require LJCI to simultaneously exercise and purchase all of the remaining 3,572,629 shares of the Company’s common stock under the LJCI Warrant at $1.09 per share. As of November 30, 2014, the balance of the Debenture was $36,426. For the Debenture, upon receipt of a conversion notice from the holder, MultiCell may elect to immediately redeem that portion of the Debenture that the holder elected to convert in such conversion notice, plus accrued and unpaid interest. MultiCell, at its sole discretion, has the right, without limitation or penalty, to redeem the outstanding principal amount of the Debenture not yet converted by the holder into common stock, plus accrued and unpaid interest thereon. | |
LICENSE_AGREEMENTS_AND_DEFERRE
LICENSE AGREEMENTS AND DEFERRED REVENUE | 3 Months Ended | ||
Feb. 28, 2015 | |||
Deferred Revenue [Abstract] | |||
Deferred Revenue [Text Block] | NOTE 5. LICENSE AGREEMENTS AND DEFERRED REVENUE | ||
Corning Incorporated | |||
The Company has an exclusive license and purchase agreement (the “Agreement”) with Corning Incorporated (“Corning”) of Corning, New York. Under the terms of the Agreement, Corning has the right to develop, use, manufacture, and sell the Company’s Fa2N-4 cell lines and related cell culture media for use as a drug discovery assay tool, including biomarker identification for the development of drug development assay tools, and for the performance of absorption, distribution, metabolism, elimination and toxicity assays (“ADME/Tox assays”). The Company retained and will continue to support all of its existing licensees. The Company retains the right to use the Fa2N-4 cells for use in applications not related to drug discovery or ADME/Tox assays. The Company also retains rights to use the Fa2N-4 cell lines and other cell lines to further develop its Sybiol® liver assist device, to produce therapeutic proteins using the Company’s BioFactories™ technology, to identify drug targets and for other applications related to the Company’s internal drug development programs. In consideration for the license granted, Corning paid the Company $375,000 upon execution of the Agreement, and an additional $375,000 upon the completion of a transition period. In addition, Corning purchased inventory and equipment from the Company and reimbursed the Company for laboratory costs and other expenses during a transition period. The Company is recognizing the income ratably over a 17-year period. The Company recognized $11,029 in income for each of the three months ended February 28, 2015 and 2014. The balance of deferred revenue from this license was $422,794 and $433,824 at February 28, 2015 and November 30, 2014, respectively, and will be amortized into revenue through October 2024. | |||
Pfizer Inc. | |||
The Company has another license agreement with Pfizer Inc. (“Pfizer”), for which revenue is being deferred. The Company recognized $1,300 in income for each of the three months ended February 28, 2015 and 2014. The balance of deferred revenue from this license was $14,300 and $15,600 at February 28, 2015 and November 30, 2014, respectively, and will be amortized into revenue through January 2018. | |||
The Foreclosure Sale Agreement and the Rutgers License Agreement | |||
On September 30, 2010, Xenogenics entered into a Foreclosure Sale Agreement (“Foreclosure Sale Agreement”) with Venture Lending & Leasing IV, Inc., Venture Lending & Leasing V, Inc. and Silicon Valley Bank (collectively, the “Sellers”). Pursuant to the Foreclosure Sale Agreement, Xenogenics acquired all of the Sellers’ interests in certain bioabsorbable stent assets (known as “Ideal BioStent™”) and related technologies. In consideration for the purchase of the assets, Xenogenics made cash payments to the Sellers in the aggregate amount of $400,000. | |||
Xenogenics is also required to make cash payments to the Sellers as follows based on the achievement of certain milestones: | |||
⋅ | $300,000 is payable upon the earlier to occur of (i) initiation of pivotal Generation 2 stent human clinical trials, (ii) execution of an agreement in which Xenogenics grants a third party rights to develop or exploit the purchased assets, valued at no less than $3,000,000 (including all up-front payments and the net present value of any future royalty/milestone payments), and (iii) a “change of control” of Xenogenics; | ||
⋅ | $1,000,000 is payable upon the earlier to occur of (i) regulatory approval by any regulatory authority in a European Union member country, (ii) execution of an agreement in which Xenogenics grants a third party rights to develop or exploit the purchased assets, valued at no less than $5,000,000 (including all up-front payments and the net present value of any future royalty/milestone payments); and (iii) a “change of control” of Xenogenics; and | ||
⋅ | $3,000,000 is payable upon the earlier to occur of (i) regulatory approval by the U.S. Food and Drug Administration, (ii) execution of an agreement in which Xenogenics grants a third party rights to develop or exploit the purchased assets, valued at no less than $5,000,000 (including all up-front payments and the net present value of any future royalty/milestone payments); and (iii) a “change of control” of Xenogenics. | ||
None of these milestones were achieved as of February 28, 2015 and, accordingly, none of these obligations have accrued. Xenogenics’ obligations under the Foreclosure Sale Agreement had been previously extended pursuant to Amendments No. 1, No. 2, No. 3, and No. 4 dated September 30, 2011, October 23, 2012, October 11, 2013, and December 1, 2014. As a result of these various amendments to extend the dates for achievement of the milestones, the Company is in compliance with the requirements of the Foreclosure Sale Agreement, as amended. Xenogenics is required to use Good Faith Reasonable Efforts (as defined in the Foreclosure Sale Agreement) to achieve these milestones. Failure to achieve any of these milestones shall result in all milestone payments, totaling $4.3 million, becoming immediately due and payable, unless Xenogenics’ failure to use Good Faith Reasonable Efforts is due to Technical Difficulties (as defined in the Foreclosure Sale Agreement) or to Financial Hardship (as defined in the Foreclosure Sale Agreement), in which case Xenogenics can elect to (i) pay all remaining milestone payments and continue commercialization efforts, or (ii) assign all intellectual property acquired by Xenogenics under the agreement to the counterparties to the agreement and cease all development and commercialization efforts. Accordingly, Xenogenics has not accrued the $4.3 million commitment because the dates for achieving the milestones have been extended under the amendments to the Foreclosure Sale Agreement, and because Xenogenics also believes that the Financial Hardship exemption in the Foreclosure Sale Agreement would protect it in the future from any requirement to pay the $4.3 million. | |||
To supplement the technology acquired under the Foreclosure Sale Agreement, Xenogenics also entered in to a license agreement (the “Rutgers License Agreement”) with Rutgers, The State University of New Jersey (“Rutgers”) effective September 30, 2010. Pursuant to the Rutgers License Agreement, Rutgers granted Xenogenics a worldwide exclusive license to exploit and commercialize certain patents and other intellectual property rights, as further described in the Rutgers License Agreement, relating to bioabsorbable stents for interventional cardiology and peripheral vascular applications. | |||
However, it became apparent during the evaluation and development of the Ideal BioStent™ that the use of intellectual property licensed from Rutgers would have introduced complications in the design of the Ideal BioStent. As a result, Xenogenics abandoned the use of the Rutgers technology effective January 2014. On January 31, 2014, Rutgers notified Xenogenics of its alleged default of the provisions in the Rutgers License Agreement. On May 9, 2014, Rutgers issued a notice of termination of the Rutgers License Agreement, and demanded payment of unpaid license fees of $25,000, unpaid patent costs of $75,665, and accrued interest of $8,375. All of these claimed fees, costs, and interest have been accrued in the accompanying condensed consolidated financial statements. Management is currently evaluating the merits of these claims. | |||
SERIES_B_CONVERTIBLE_PREFERRED
SERIES B CONVERTIBLE PREFERRED STOCK (Series B Convertible Preferred Stock [Member]) | 3 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Equity [Abstract] | |||||||||
Preferred Stock [Text Block] | NOTE 6. SERIES B CONVERTIBLE PREFERRED STOCK | ||||||||
The Company’s Board of Directors has the authority, without further action by the stockholders, to issue up to 1,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of these shares of preferred stock. The Board of Directors originally designated 17,000 shares as Series B convertible preferred stock. The Series B convertible preferred stock does not have voting rights. | |||||||||
The Series B shares are convertible at any time into shares of the Company common stock at a conversion price determined by dividing the purchase price per share of $100 by the conversion price. The conversion price was originally $0.32 per share. Upon the occurrence of an event of default (as defined in the applicable Series B convertible preferred stock purchase agreement), the conversion price of the Series B shares shall be reduced to 85% of the then-applicable conversion price of such shares. The conversion price is subject to equitable adjustment in the event of any stock splits, stock dividends, recapitalizations and the like. In addition, the conversion price is subject to weighted average anti-dilution adjustments in the event the Company sells common stock or other securities convertible into or exercisable for common stock at a per share price, exercise price or conversion price lower than the conversion price then in effect in any transaction (other than in connection with an acquisition of the securities, assets or business of another company, a joint venture and/or the issuance of employee stock options). As a result of the Company issuing shares of its common stock upon conversion of convertible debentures and upon the exercise of warrants both at prices lower than the conversion price of the Series B convertible preferred stock, and due to the Company not paying the Series B dividends on a monthly basis (as discussed below), the conversion price of the Series B convertible preferred stock has been reduced to $0.0063 per share as of February 28, 2015 and to $0.0067 per share as of November 30, 2014. Pursuant to the applicable Series B convertible preferred stock purchase agreement, each investor may only convert that number of shares of Series B convertible preferred stock into that number of shares of the Company’s common stock that does not exceed 9.99% of the outstanding shares of common stock of the Company on the date of conversion. | |||||||||
Commencing on the date of issuance of the Series B convertible preferred stock until the date a registration statement registering the shares of the Company’s common stock underlying the preferred stock and warrants issued is declared effective by the SEC, the Company was required to pay on each outstanding share of Series B convertible preferred stock a preferential cumulative dividend at an annual rate equal to the product of multiplying $100 per share by the higher of (i) the Wall Street Journal Prime Rate plus 1%, or (ii) 9%. In no event was the dividend rate to be greater than 12% per annum. The dividend was payable monthly in arrears in cash on the last day of each month based on the number of shares of Series B convertible preferred stock outstanding as of the first day of that month. In the event the Company did not pay the Series B convertible preferred dividends when due, the conversion price of the Series B preferred shares was reduced to 85% of the otherwise applicable conversion price. The Company did not pay the required monthly Series B preferred dividends beginning on November 30, 2006, which, in part, caused the conversion price to be reduced. Subsequent to November 30, 2010, the Company received an opinion of outside counsel providing for the removal of the restrictive legend on the Series B convertible preferred stock, which in turn terminated the requirement to accrue the related dividends. Accordingly, no dividends have been accrued since November 30, 2010. Total accrued but unpaid preferred dividends recorded in the accompanying condensed consolidated balance sheet as of February 28, 2015 and November 30, 2014 are $290,724, of which $125,516 are recorded in permanent equity with the Series B convertible preferred stock and $165,208 are recorded as a current liability in accounts payable and accrued expenses. | |||||||||
The conversion feature which gives the holders of the Series B convertible preferred stock the right to acquire shares of the Company’s common stock is an embedded derivative. As of February 28, 2015 and November 30, 2014, there were 3,448 shares of Series B convertible preferred stock that were convertible into 54,730,159 and 51,462,687 shares of common stock of the Company, respectively. The fair value of the conversion feature was estimated at $16,419 ($0.0003 per share of common stock) and $25,731 ($0.0005 per share of common stock) at February 28, 2015 and November 30, 2014, respectively, and has been estimated using the Black-Scholes option-pricing model using the following assumptions: | |||||||||
February 28, | November 30, | ||||||||
2015 | 2014 | ||||||||
Fair value of common stock | $ | 0.0003 | $ | 0.0005 | |||||
Conversion price of preferred stock | $ | 0.0063 | $ | 0.0067 | |||||
Risk free interest rate | 2 | % | 2.18 | % | |||||
Expected life | 10 Years | 10 Years | |||||||
Dividend yield | - | - | |||||||
Volatility | 144 | % | 143 | % | |||||
Pursuant to the Certificate of Designation of the Series B convertible preferred stock, in the event of any dissolution or winding up of the Company, whether voluntary or involuntary, holders of each outstanding share of Series B convertible preferred stock shall be entitled to be paid second in priority to the Series I preferred stockholders out of the assets of the Company available for distribution to stockholders, an amount equal to $100 per share of Series B convertible preferred stock held plus any declared but unpaid dividends. However, as discussed below, no shares of the Company’s Series I convertible preferred stock were outstanding at February 28, 2015. After such payment has been made in full, such holders of Series B convertible preferred stock shall be entitled to no further participation in the distribution of the assets of the Company. | |||||||||
SERIES_I_CONVERTIBLE_PREFERRED
SERIES I CONVERTIBLE PREFERRED STOCK (Series I Convertible Preferred Stock [Member]) | 3 Months Ended |
Feb. 28, 2015 | |
Series I Convertible Preferred Stock [Member] | |
Equity [Abstract] | |
Preferred Stock [Text Block] | NOTE 7. SERIES I CONVERTIBLE PREFERRED STOCK |
The Company’s Board of Directors has the authority, without further action by the stockholders, to issue up to 1,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of these shares of preferred stock. The Board of Directors originally designated 20,000 shares as Series I convertible preferred stock. On July 13, 2004, the Company completed a private placement of Series I convertible preferred stock and a total of 20,000 shares were originally sold to accredited investors. As of February 28, 2015 and November 30, 2014, all of the shares of Series I convertible preferred stock had been converted into shares of the common stock of the Company and no shares of the Company’s Series I convertible preferred stock were outstanding. | |
STOCK_COMPENSATION_PLANS
STOCK COMPENSATION PLANS | 3 Months Ended | ||||||||||||
Feb. 28, 2015 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 8. STOCK COMPENSATION PLANS | ||||||||||||
On March 11, 2015, at the Company’s Annual Meeting of Stockholders, the stockholders approved the Company’s 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan had been adopted by the Company’s board of directors on October 24, 2014 and will terminate on October 24, 2023. The purpose of the 2014 Plan is to provide a means by which eligible recipients of stock awards could be given the opportunity to benefit from increases in the value of the Company’s common stock through granting of stock options and stock awards. The initial number of shares reserved for stock awards under the 2014 Plan is 500 million shares, which can only be increased by amendment with the approval of the Company’s shareholders. | |||||||||||||
Prior to the approval of the 2014 Plan, stock options and stock awards were granted under the 2004 Equity Incentive Plan (the “2004 Plan”). However, the 2004 Plan terminated on March 2, 2014, and as such, there are no additional shares of common stock available for future awards under the 2004 Plan. | |||||||||||||
Generally accepted accounting principles for stock options require the recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements, which is measured based on the grant date fair value of the award, and require the stock option compensation expense to be recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period), net of estimated forfeitures. The estimation of forfeitures requires significant judgment, and to the extent actual results or updated estimates differ from the current estimates, such resulting adjustment will be recorded in the period estimates are revised. No income tax benefit has been recognized for stock-based compensation arrangements and no compensation cost has been capitalized in the consolidated balance sheets. | |||||||||||||
A summary of the status of stock options granted by MultiCell at February 28, 2015, and changes during the three months then ended is presented in the following table: | |||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Shares | Average | Remaining | Aggregate | ||||||||||
Under | Exercise | Contractual | Intrinsic | ||||||||||
Option | Price | Life | Value | ||||||||||
Outstanding at November 30, 2014 | 69,630,266 | $ | 0.002 | 3.4 years | $ | - | |||||||
Granted | - | - | |||||||||||
Exercised | - | - | |||||||||||
Expired or forfeited | -305,556 | 0.0014 | |||||||||||
Outstanding at February 28, 2015 | 69,324,710 | $ | 0.002 | 3.2 years | $ | - | |||||||
Exercisable at February 28, 2015 | 65,193,645 | $ | 0.0021 | 3.2 years | $ | - | |||||||
No options were granted during the three months ended February 28, 2015. On January 15, 2014, the MultiCell Board of Directors granted an option to each of the five members of the Board of Directors to purchase 4,600,000 shares of MultiCell’s common stock at $0.0008 per share. The options vest quarterly over one year, subject to continuing service as a director on each such vesting date, and expire five years after grant. Additionally, the Board of Directors granted an option to an employee to purchase 2,074,710 shares of MultiCell’s common stock at $0.0008 per share. This option vests monthly over three years, subject to continuing service as an employee on each such vesting date, and expires five years after grant. | |||||||||||||
The fair value of stock option grants is estimated on the date of grant using the Black-Scholes option pricing model. The weighted-average fair value of stock options granted during the three months ended February 28, 2014 was $0.0007 per share. The weighted-average assumptions used for options granted during the three months ended February 28, 2014 were risk-free interest rate of 1.68%, volatility of 140%, expected life of 5.0 years, and dividend yield of zero. The assumptions employed in the Black-Scholes option pricing model include the following: (i) the expected life of stock options represents the period of time that the stock options granted are expected to be outstanding prior to exercise; (ii) the expected volatility is based on the historical price volatility of the Company’s common stock; (iii) the risk-free interest rate represents the U.S. Treasury Department’s constant maturities rate for the expected life of the related stock options; and (iv) the dividend yield represents anticipated cash dividends to be paid over the expected life of the stock options. | |||||||||||||
For the three months ended February 28, 2015 and 2014, MultiCell reported stock-based compensation expense for services related to stock options of $3,003 and $9,908, respectively. As of February 28, 2015, there was approximately $4,000 of unrecognized compensation cost related to stock-based payments that will be recognized over a weighted average period of approximately 1.6 years. The intrinsic values at February 28, 2015 are based on a closing price of $0.0003. | |||||||||||||
In October 2010, Xenogenics adopted the 2010 Stock Incentive Plan (the “2010 Plan”) which authorized the granting of stock awards to Xenogenics’ employees, directors, and consultants. As amended, the number of shares of Xenogenics’ common stock that could be issued pursuant to stock awards could not exceed 8,000,000 shares of common stock. The purpose of the 2010 Plan is to provide a means by which eligible recipients of stock awards may be given the opportunity to benefit from increases in the value of Xenogenics’ common stock through the granting of stock options and stock awards. An option’s maximum term is 10 years. | |||||||||||||
A summary of the status of Xenogenics’ stock options at February 28, 2015, and changes during the three months then ended is presented in the following table: | |||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Shares | Average | Remaining | |||||||||||
Under | Exercise | Contractual | |||||||||||
Option | Price | Life | |||||||||||
Outstanding at November 30, 2014 | 1,250,000 | $ | 0.246 | 2.2 years | |||||||||
Granted | - | - | |||||||||||
Exercised | - | - | |||||||||||
Expired or forfeited | - | - | |||||||||||
Outstanding at February 28, 2015 | 1,250,000 | $ | 0.246 | 1.9 years | |||||||||
Exercisable at February 28, 2015 | 1,250,000 | $ | 0.246 | 1.9 years | |||||||||
For the three months ended February 28, 2015 and 2014, Xenogenics reported stock-based compensation of $0 and $32,104, respectvely. As of February 28, 2015, there was no unrecognized compensation cost related to stock-based payments to be recognized in the future for option grants through February 28, 2015. | |||||||||||||
STOCK_WARRANTS
STOCK WARRANTS | 3 Months Ended | ||||||||||||
Feb. 28, 2015 | |||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||
Warrants Disclosure [Text Block] | NOTE 9. STOCK WARRANTS | ||||||||||||
Since the Company’s inception, it has financed its operations primarily through the issuance of debt or equity instruments, which have often included the issuance of warrants to purchase shares of the Company’s common stock. | |||||||||||||
As further described in Note 4 to these condensed consolidated financial statements, MultiCell entered into the LJCI Agreement pursuant to which MultiCell agreed to sell the Debenture in the principal amount of $100,000. In connection with the Debenture, MultiCell issued LJCI a warrant to purchase up to 10 million shares of MultiCell’s common stock at an exercise price of $1.09 per share, exercisable over the next five years according to a schedule described in a letter agreement dated February 28, 2007. Pursuant to the terms of the LJCI Warrant, upon the conversion of any portion of the principal amount of the Debenture, LJCI is required to simultaneously exercise and purchase that same percentage of the warrant shares equal to the percentage of the dollar amount of the Debenture being converted. Therefore, as an example, for each $1,000 of the principal of the Debenture converted, LJCI would be required to simultaneously purchase 100,000 shares under the warrant at $1.09 per share. As further described to Note 4 to these condensed consolidated financial statements, on February 20, 2014, MultiCell and LJCI amended the LJCI Warrant to extend the expiration date of the warrants to February 28, 2016. During the three months ended February 28, 2015, LJCI exercised warrants to purchase 70,000 shares of MultiCell’s common stock, resulting in proceeds to the Company of $76,300. During the three months ended February 28, 2014, LJCI exercised warrants to purchase 207,000 shares of MultiCell’s common stock, resulting in proceeds to the Company of $225,630. | |||||||||||||
A summary of the status of warrants at February 28, 2015, and changes during the three months then ended is presented in the following table: | |||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Shares | Average | Remaining | Aggregate | ||||||||||
Under | Exercise | Contractual | Intrinsic | ||||||||||
Warrants | Price | Life | Value | ||||||||||
Outstanding at November 30, 2014 | 6,823,030 | $ | 0.68 | 1.7 years | $ | - | |||||||
Issued | - | - | |||||||||||
Exercised | -70,000 | 1.09 | |||||||||||
Expired | - | - | |||||||||||
Outstanding at February 28, 2015 | 6,753,030 | $ | 0.67 | 1.5 years | $ | - | |||||||
NET_LOSS_PER_COMMON_SHARE
NET LOSS PER COMMON SHARE | 3 Months Ended | |||||||
Feb. 28, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings Per Share [Text Block] | NOTE 10. NET LOSS PER COMMON SHARE | |||||||
Basic loss per share is computed on the basis of the weighted-average number of shares of the Company’s common stock outstanding during the period. Diluted loss per share is computed on the basis of the weighted-average number of shares of the Company’s common stock and all dilutive potentially issuable shares of the Company’s common stock outstanding during the year. Shares of the Company’s common stock issuable upon conversion of debt and preferred stock, or exercise of stock options and stock warrants have not been included in the loss per share for the three months ended February 28, 2015 or 2014, as they are anti-dilutive. | ||||||||
The potential shares of the Company’s common stock issuable upon exercise of options or warrants, or upon conversion of other convertible securities issued by the Company, as of February 28, 2015 and 2014, are as follows: | ||||||||
2015 | 2014 | |||||||
Warrants | 6,753,030 | 7,488,030 | ||||||
Stock options | 69,324,710 | 75,474,213 | ||||||
Series B convertible preferred stock | 54,730,159 | 36,294,737 | ||||||
Convertible debenture | 16,370,976,954 | 9,867,342,163 | ||||||
16,501,784,853 | 9,986,599,143 | |||||||
MultiCell does not currently have sufficient authorized shares of its common stock to meet the commitments entered into under the Debenture and the related LJCI Warrants. As further discussed in Note 4 to the condensed consolidated financial statements, upon the conversion of any portion of the remaining $35,726 principal amount of the Debenture, LJCI is required to simultaneously exercise and purchase that same percentage of the remaining 3,572,629 warrant shares equal to the percentage of the dollar amount of the Debenture being converted. The LJCI agreement limits LJCI’s investment to an aggregate common stock ownership that does not exceed 9.99% of the outstanding shares of common stock of the Company. Furthermore, MultiCell has the right to redeem that portion of the Debenture that the holder may elect to convert and also has the right to redeem the outstanding principal amount of the Debenture not yet converted by the holder into common stock, plus accrued and unpaid interest thereon. | ||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | |||||||||||||||||||||||||
Feb. 28, 2015 | ||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||
Fair Value Disclosures [Text Block] | NOTE 11. FAIR VALUE MEASUREMENTS | |||||||||||||||||||||||||
For assets and liabilities measured at fair value, the Company uses the following hierarchy of inputs: | ||||||||||||||||||||||||||
· | Level one — Quoted market prices in active markets for identical assets or liabilities; | |||||||||||||||||||||||||
· | Level two — Inputs other than level one inputs that are either directly or indirectly observable; and | |||||||||||||||||||||||||
· | Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the Company and reflect those assumptions that a market participant would use. | |||||||||||||||||||||||||
Liabilities measured at fair value on a recurring basis at February 28, 2015 and November 30, 2014, are summarized as follows: | ||||||||||||||||||||||||||
February 28, 2015 | November 30, 2014 | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
Derivative liability | $ | - | $ | 16,419 | $ | - | $ | 16,419 | $ | - | $ | 25,731 | $ | - | $ | 25,731 | ||||||||||
As further described in Note 6, the fair value of the derivative liability is determined using the Black-Scholes pricing model. | ||||||||||||||||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Feb. 28, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 12. SUBSEQUENT EVENTS |
Increase in Authorized Shares of Common Stock | |
On March 11, 2015, the Company held an annual meeting of stockholders. At the meeting, the stockholders approved the Certificate of Amendment of Certificate of Incorporation of MultiCell Technologies, Inc. to increase the number of authorized shares of common stock of MultiCell from five billion to ten billion. The Certificate of Amendment of Certificate of Incorporation of MultiCell Technologies, Inc. was filed with the State of Delaware on April 13, 2015. | |
Research Agreement with Oxis Biotech, Inc. | |
On March 10, 2015, MultiCell Immunotherapeutics, Inc. (“MCIT”), entered into a Research Agreement with Oxis Biotech, Inc. (“Oxis”) to create three novel antibody-drug conjugates (“ADCs”) containing Oxis’ lead drug candidates, and by using MCIT’s proprietary ADC platform technology. The Research Agreement contains a License Agreement between MCIT and Oxis wherein MCIT licenses to Oxis the exclusive right to sell the three ADCs product candidates. Under the terms of the Research Agreement, Oxis will pay to MCIT a fee of $500,000 for the licenses granted to Oxis (of which $375,000 has been received by MCIT through the date of issuance of the condensed consolidated financial statements) and for the synthesis of a certain drug candidate being investigated by Oxis, and will reimburse MCIT up to $1.125 million for development costs for the three ADC product candidates. Oxis will also pay up to $12.75 million in clinical development milestones, and was granted an option to purchase manufacturing rights to the three ADCs upon payment of an additional $10 million. Additionally, Oxis will pay MCIT a royalty of 3% of net yearly worldwide sales and 30% of net sublicense revenue upon marketing approval of the ADCs. | |
ORGANIZATION_AND_NATURE_OF_OPE1
ORGANIZATION AND NATURE OF OPERATIONS, BASIS OF PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 3 Months Ended |
Feb. 28, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | BASIS OF PRESENTATION |
The accompanying unaudited condensed consolidated financial statements and related notes of MultiCell and its subsidiaries have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial statements. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation have been included. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended November 30, 2014, previously filed with the SEC. The results of operations for the three-month period ended February 28, 2015, are not necessarily indicative of the operating results for the fiscal year ending November 30, 2015. The condensed consolidated balance sheet as of November 30, 2014, has been derived from the Company’s audited consolidated financial statements. | |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENT ACCOUNTING PRONOUNCEMENTS |
In August 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern, (“ASU 2014-15”). ASU 2014-15 requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year of the date the financial statements are issued and to provide related disclosures, if required. ASU 2014-15 will be effective for the Company’s fiscal year beginning December 1, 2016 and subsequent interim periods. Management is currently evaluating the impact of the pending adoption of ASU 2014-15 on the Company’s consolidated financial statements. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 will be effective for the Company retrospectively beginning December 1, 2017, with early adoption not permitted. Management is currently evaluating the impact of the pending adoption of ASU 2014-09 on the Company’s consolidated financial statements. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”) to provide guidance on the presentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 was effective December 1, 2014. Management determined that the adoption of ASU 2013-11 has no material impact on the Company’s consolidated financial statements. | |
SERIES_B_CONVERTIBLE_PREFERRED1
SERIES B CONVERTIBLE PREFERRED STOCK (Tables) | 3 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Series B Convertible Preferred Stock [Abstract] | |||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | The fair value of the conversion feature was estimated at $16,419 ($0.0003 per share of common stock) and $25,731 ($0.0005 per share of common stock) at February 28, 2015 and November 30, 2014, respectively, and has been estimated using the Black-Scholes option-pricing model using the following assumptions: | ||||||||
February 28, | November 30, | ||||||||
2015 | 2014 | ||||||||
Fair value of common stock | $ | 0.0003 | $ | 0.0005 | |||||
Conversion price of preferred stock | $ | 0.0063 | $ | 0.0067 | |||||
Risk free interest rate | 2 | % | 2.18 | % | |||||
Expected life | 10 Years | 10 Years | |||||||
Dividend yield | - | - | |||||||
Volatility | 144 | % | 143 | % | |||||
STOCK_COMPENSATION_PLANS_Table
STOCK COMPENSATION PLANS (Tables) | 3 Months Ended | ||||||||||||
Feb. 28, 2015 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the status of stock options granted by MultiCell at February 28, 2015, and changes during the three months then ended is presented in the following table: | ||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Shares | Average | Remaining | Aggregate | ||||||||||
Under | Exercise | Contractual | Intrinsic | ||||||||||
Option | Price | Life | Value | ||||||||||
Outstanding at November 30, 2014 | 69,630,266 | $ | 0.002 | 3.4 years | $ | - | |||||||
Granted | - | - | |||||||||||
Exercised | - | - | |||||||||||
Expired or forfeited | -305,556 | 0.0014 | |||||||||||
Outstanding at February 28, 2015 | 69,324,710 | $ | 0.002 | 3.2 years | $ | - | |||||||
Exercisable at February 28, 2015 | 65,193,645 | $ | 0.0021 | 3.2 years | $ | - | |||||||
Xenogenics Corporation [Member] | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the status of Xenogenics’ stock options at February 28, 2015, and changes during the three months then ended is presented in the following table: | ||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Shares | Average | Remaining | |||||||||||
Under | Exercise | Contractual | |||||||||||
Option | Price | Life | |||||||||||
Outstanding at November 30, 2014 | 1,250,000 | $ | 0.246 | 2.2 years | |||||||||
Granted | - | - | |||||||||||
Exercised | - | - | |||||||||||
Expired or forfeited | - | - | |||||||||||
Outstanding at February 28, 2015 | 1,250,000 | $ | 0.246 | 1.9 years | |||||||||
Exercisable at February 28, 2015 | 1,250,000 | $ | 0.246 | 1.9 years | |||||||||
STOCK_WARRANTS_Tables
STOCK WARRANTS (Tables) | 3 Months Ended | ||||||||||||
Feb. 28, 2015 | |||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||
Schedule of Share-based Compensation Award, Shares Under Warrants [Table Text Block] | A summary of the status of warrants at February 28, 2015, and changes during the three months then ended is presented in the following table: | ||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Shares | Average | Remaining | Aggregate | ||||||||||
Under | Exercise | Contractual | Intrinsic | ||||||||||
Warrants | Price | Life | Value | ||||||||||
Outstanding at November 30, 2014 | 6,823,030 | $ | 0.68 | 1.7 years | $ | - | |||||||
Issued | - | - | |||||||||||
Exercised | -70,000 | 1.09 | |||||||||||
Expired | - | - | |||||||||||
Outstanding at February 28, 2015 | 6,753,030 | $ | 0.67 | 1.5 years | $ | - | |||||||
NET_LOSS_PER_COMMON_SHARE_Tabl
NET LOSS PER COMMON SHARE (Tables) | 3 Months Ended | |||||||
Feb. 28, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The potential shares of the Company’s common stock issuable upon exercise of options or warrants, or upon conversion of other convertible securities issued by the Company, as of February 28, 2015 and 2014, are as follows: | |||||||
2015 | 2014 | |||||||
Warrants | 6,753,030 | 7,488,030 | ||||||
Stock options | 69,324,710 | 75,474,213 | ||||||
Series B convertible preferred stock | 54,730,159 | 36,294,737 | ||||||
Convertible debenture | 16,370,976,954 | 9,867,342,163 | ||||||
16,501,784,853 | 9,986,599,143 | |||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | |||||||||||||||||||||||||
Feb. 28, 2015 | ||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Liabilities measured at fair value on a recurring basis at February 28, 2015 and November 30, 2014, are summarized as follows: | |||||||||||||||||||||||||
February 28, 2015 | November 30, 2014 | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
Derivative liability | $ | - | $ | 16,419 | $ | - | $ | 16,419 | $ | - | $ | 25,731 | $ | - | $ | 25,731 | ||||||||||
ORGANIZATION_AND_NATURE_OF_OPE2
ORGANIZATION AND NATURE OF OPERATIONS, BASIS OF PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS (Details Textual) (USD $) | 3 Months Ended |
Feb. 28, 2015 | |
Xenogenics Corporation [Member] | |
Accounting Policies [Line Items] | |
Noncontrolling Interest, Ownership Percentage by Parent | 95.30% |
Multicell Immunotherapeutics [Member] | |
Accounting Policies [Line Items] | |
Noncontrolling Interest, Ownership Percentage by Parent | 85.10% |
Conversion of Inter Company Liabilities into Common Stock | $1,165,867 |
GOING_CONCERN_Details_Textual
GOING CONCERN (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2007 | Feb. 28, 2015 | Nov. 30, 2014 | |
Going Concern [Line Items] | |||
Accumulated Deficit | $49,422,884 | $46,134,117 | |
Convertible Debt | 36,426 | ||
La Jolla Cove Investors [Member] | |||
Going Concern [Line Items] | |||
Investment Warrants, Exercise Price | $1.09 | $1.09 | |
Shares Remaining under Stock Warrant | 3,572,629 | ||
Convertible Debt | 35,726 | ||
Potential Proceeds from Warrant Exercises | $3,900,000 | ||
Debt Instrument, Convertible Percentage of Equity Instruments, Maximum | 9.99% | ||
Investment Warrants Expiration Date | 28-Feb-16 |
PAYABLE_TO_RELATED_PARTY_Detai
PAYABLE TO RELATED PARTY (Details Textual) (USD $) | Feb. 28, 2015 | Nov. 30, 2014 | Sep. 30, 2005 |
Related Party Transaction [Line Items] | |||
Due To Related Parties, Current | $50,000 | $50,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $200,000 |
CONVERTIBLE_DEBENTURES_Details
CONVERTIBLE DEBENTURES (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 20, 2014 | Aug. 16, 2011 | Feb. 28, 2007 | Nov. 30, 2014 | |
Convertible Debentures [Line Items] | ||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 4.75% | 4.75% | ||||
Debentures Converted, Value | $700 | $2,070 | ||||
Potential Issuable Shares Under Convertible Debenture | 16,400,000,000 | |||||
Proceeds from Warrant Exercises | 76,300 | 225,630 | ||||
Convertible Debt | 36,426 | |||||
Advance from warrant holder, Current | 157,350 | 166,150 | ||||
Warrant [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Stock Issued During Period, Shares, Exercise of Warrants | 70,000 | 207,000 | ||||
Proceeds from Warrant Exercises | 76,300 | 225,630 | ||||
Common Stock [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Debentures Converted, Value | 3,105,781 | 5,413,597 | ||||
Debentures Converted, Shares | 310,578,148 | 541,359,667 | ||||
Stock Issued During Period, Shares, Exercise of Warrants | 70,000 | 207,000 | ||||
La Jolla Cove Investors [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Proceeds from Convertible Debenture, Principal Amount | 100,000 | |||||
Debt Conversion, Original Debt, Due Date of Debt | 28-Feb-12 | |||||
Debt Instrument, Maturity Date | 28-Feb-16 | 28-Feb-14 | ||||
Warrants Issued Number | 10,000,000 | |||||
Class of Warrant, Exercisable Period | 5 years | |||||
Exercise of Warrant upon Conversion of Debt | each $1,000 of the principal converted, LJCI would be required to simultaneously purchase 100,000 shares under the LJCI Warrant at $1.09 per share. | |||||
Maximum Conversion Limit of Debt | The Conversion Price is equal to the lesser of $1.00 or 80% of the average of the three lowest volume-weighted average prices during the twenty trading days prior to the election to convert. | |||||
Debentures Converted, Value | 700 | 2,070 | ||||
Number of Warrants, Remaining Unexercised | 3,572,629 | |||||
Investment Warrants, Exercise Price | $1.09 | $1.09 | ||||
Equity Method Investment, Ownership Percentage | 9.99% | |||||
Convertible Debt | $35,726 |
LICENSE_AGREEMENTS_AND_DEFERRE1
LICENSE AGREEMENTS AND DEFERRED REVENUE (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | |||
Sep. 30, 2010 | Feb. 28, 2015 | Feb. 28, 2014 | 9-May-14 | Nov. 30, 2014 | |
Rutgers License Agreement [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Unpaid License Fees | $25,000 | ||||
Unpaid Patent Costs | 75,665 | ||||
Accrued Interest | 8,375 | ||||
Foreclosure Sale Agreement [Member] | Xenogenics [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Cash Payments For Purchase Of Assets | 400,000 | ||||
Total Cash Payable Upon Milestones | 4,300,000 | ||||
Foreclosure Sale Agreement [Member] | Xenogenics [Member] | Milestone One [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Cash Payable Upon Milestones | 300,000 | ||||
Future Royalties Milestone Payments Description | (i) initiation of pivotal Generation 2 stent human clinical trials, (ii) execution of an agreement in which Xenogenics grants a third party rights to develop or exploit the purchased assets, valued at no less than $3,000,000 (including all up-front payments and the net present value of any future royalty/milestone payments), and (iii) a change of control of Xenogenics; | ||||
Foreclosure Sale Agreement [Member] | Xenogenics [Member] | Milestone Two [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Cash Payable Upon Milestones | 1,000,000 | ||||
Future Royalties Milestone Payments Description | (i) regulatory approval by any regulatory authority in a European Union member country, (ii) execution of an agreement in which Xenogenics grants a third party rights to develop or exploit the purchased assets, valued at no less than $5,000,000 (including all up-front payments and the net present value of any future royalty/milestone payments); and (iii) a change of control of Xenogenics; | ||||
Foreclosure Sale Agreement [Member] | Xenogenics [Member] | Milestone Three [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Cash Payable Upon Milestones | 3,000,000 | ||||
Future Royalties Milestone Payments Description | (i) regulatory approval by the U.S. Food and Drug Administration, (ii) execution of an agreement in which Xenogenics grants a third party rights to develop or exploit the purchased assets, valued at no less than $5,000,000 (including all up-front payments and the net present value of any future royalty/milestone payments); and (iii) a change of control of Xenogenics. | ||||
Corning Incorporated [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Deferred Revenue, Revenue Recognized | 11,029 | 11,029 | |||
Deferred Revenue | 422,794 | 433,824 | |||
Corning Incorporated [Member] | Execution Of Licence Agreement [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
License and Maintenance Revenue | 375,000 | ||||
Corning Incorporated [Member] | Completion Of Licence Agreement [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
License and Maintenance Revenue | 375,000 | ||||
Pfizer Incorporated [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Deferred Revenue, Revenue Recognized | 1,300 | 1,300 | |||
Deferred Revenue | $14,300 | $15,600 |
SERIES_B_CONVERTIBLE_PREFERRED2
SERIES B CONVERTIBLE PREFERRED STOCK (Details) (Series B Convertible Preferred Stock [Member], USD $) | 3 Months Ended | 12 Months Ended |
Feb. 28, 2015 | Nov. 30, 2014 | |
Series B Convertible Preferred Stock [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of common stock | $0.00 | $0.00 |
Conversion price of preferred stock | $0.01 | $0.01 |
Risk free interest rate | 2.00% | 2.18% |
Expected life | 10 years | 10 years |
Dividend yield | 0.00% | 0.00% |
Volatility | 144.00% | 143.00% |
SERIES_B_CONVERTIBLE_PREFERRED3
SERIES B CONVERTIBLE PREFERRED STOCK (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended |
Feb. 28, 2015 | Nov. 30, 2014 | |
Series B Redeemable Convertible Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 963,000 | 963,000 |
Preferred Stock, Purchase Price, Per Share, Value | $100 | |
Preferred Stock, Original Conversion Price | $0.32 | |
Reduced Conversion Price Percentage | 85.00% | |
Preferred Stock, Dividend Payment Rate | Company was required to pay on each outstanding share of Series B convertible preferred stock a preferential cumulative dividend at an annual rate equal to the product of multiplying $100 per share by the higher of (i) the Wall Street Journal Prime Rate plus 1%, or (ii) 9%. In no event was the dividend rate to be greater than 12% per annum. | |
Dividends Payable | $290,724 | $290,724 |
Fair Value of Embedded Conversion Feature, per share | $0.00 | $0.00 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Derivative Liability | 16,419 | 25,731 |
Board of Directors Chairman [Member] | ||
Series B Redeemable Convertible Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 1,000,000 | |
Series B Convertible Preferred Stock [Member] | ||
Series B Redeemable Convertible Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 17,000 | 17,000 |
Preferred Stock, Purchase Price, Per Share, Value | $100 | |
Reduced Conversion Price Percentage | 85.00% | |
Preferred Stock Reduced Conversion Price | $0.01 | $0.01 |
Dividends Payable Included in Permanent Equity | 125,516 | 125,516 |
Dividends Payable, Included in Accounts Payable and Accrued Expenses | 165,208 | 165,208 |
Preferred Stock, Shares Outstanding | 3,448 | 3,448 |
Derivative Liability | $16,419 | $25,731 |
Common Class [Member] | ||
Series B Redeemable Convertible Stock [Line Items] | ||
Convertible Preferred Stock, Shares Issuable upon Conversion | 54,730,159 | 51,462,687 |
SERIES_I_CONVERTIBLE_PREFERRED1
SERIES I CONVERTIBLE PREFERRED STOCK (Details Textual) | Feb. 28, 2015 | Nov. 30, 2014 | Jul. 13, 2004 |
Series I Redeemable Convertible Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 963,000 | 963,000 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Accredited Investors [Member] | |||
Series I Redeemable Convertible Stock [Line Items] | |||
Preferred Stock, Shares Issued | 20,000 | ||
Series I Convertible Preferred Stock [Member] | |||
Series I Redeemable Convertible Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 20,000 | 20,000 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Board of Directors Chairman [Member] | |||
Series I Redeemable Convertible Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 1,000,000 |
STOCK_COMPENSATION_PLANS_Detai
STOCK COMPENSATION PLANS (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Feb. 28, 2015 | Nov. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Under Option, Outstanding, Beginning balance | 69,630,266 | |
Shares Under option, Granted | 0 | |
Shares Under Option, Exercised | 0 | |
Shares Under option, Expired or forfeited | -305,556 | |
Shares Under Option,Outstanding, Ending balance | 69,324,710 | 69,630,266 |
Shares Under Option,Exercisable | 65,193,645 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $0.00 | |
Weighted Average Exercise Price, Granted (in dollars per share) | $0 | |
Weighted Average Exercise Price, Exercised (in dollars per share) | $0 | |
Weighted Average Exercise Price, Expired or forfeited (in dollars per share) | $0.00 | |
Weighted Average Exercise Price, Outstanding, Ending balance | $0.00 | $0.00 |
Weighted Average Exercise price, Exercisable (in dollars per share) | $0.00 | |
Weighted Average Remaining Contractual Life, Outstanding | 3 years 2 months 12 days | 3 years 4 months 24 days |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 2 months 12 days | |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $0 | |
Aggregate Intrinsic Value, Outstanding, Ending balance | 0 | 0 |
Aggregate Intrinsic Value, Exercisable | $0 | |
Xenogenics Corporation [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Under Option, Outstanding, Beginning balance | 1,250,000 | |
Shares Under option, Granted | 0 | |
Shares Under Option, Exercised | 0 | |
Shares Under option, Expired or forfeited | 0 | |
Shares Under Option,Outstanding, Ending balance | 1,250,000 | 1,250,000 |
Shares Under Option,Exercisable | 1,250,000 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $0.25 | |
Weighted Average Exercise Price, Granted (in dollars per share) | $0 | |
Weighted Average Exercise Price, Exercised (in dollars per share) | $0 | |
Weighted Average Exercise Price, Expired or forfeited (in dollars per share) | $0 | |
Weighted Average Exercise Price, Outstanding, Ending balance | $0.25 | $0.25 |
Weighted Average Exercise price, Exercisable (in dollars per share) | $0.25 | |
Weighted Average Remaining Contractual Life, Outstanding | 1 year 10 months 24 days | 2 years 2 months 12 days |
Weighted Average Remaining Contractual Life, Exercisable | 1 year 10 months 24 days |
STOCK_COMPENSATION_PLANS_Detai1
STOCK COMPENSATION PLANS (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | |||
Feb. 28, 2015 | Feb. 28, 2014 | Oct. 31, 2010 | Jan. 15, 2014 | Mar. 11, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $4,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 7 months 6 days | ||||
Closing Price Share | $0.00 | ||||
Allocated Share-based Compensation Expense | 3,003 | 9,908 | |||
Xenogenics Corporation [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Maximum Term | 10 years | ||||
Allocated Share-based Compensation Expense | $0 | $32,104 | |||
Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,600,000 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.00 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.00 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.68% | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 140.00% | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||||
Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,074,710 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.00 | ||||
Equity Incentive Plan 2014 [Member] | Subsequent Event [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000,000 |
STOCK_WARRANTS_Details
STOCK WARRANTS (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Feb. 28, 2015 | Nov. 30, 2014 | |
Schedule Of Stockholders Equity Note Warrants Or Rights [Line Items] | ||
Shares Under Warrants, Outstanding , Beginning balance (in shares) | 6,823,030 | |
Shares Under Warrants, Issued (in shares) | 0 | |
Shares Under Warrants, Exercised (in shares) | -70,000 | |
Shares Under Warrants, Expired (in shares) | 0 | |
Shares Under Warrants, Outstanding, Ending balance (in shares) | 6,753,030 | 6,823,030 |
Weighted Average Exercise Price, Outstanding, Beginning balance (in dollars per share) | $0.68 | |
Weighted Average Exercise Price, Issued (in dollars per share) | $0 | |
Weighted Average Exercise price, Exercised (in dollars per share) | $1.09 | |
Weighted Average Exercise Price, Expired (in dollars per share) | $0 | |
Weighted Average Exercise Price, Outstanding, Ending balance (in dollars per share) | $0.67 | $0.68 |
Weighted Average Remaining Contractual Life, Outstanding | 1 year 6 months | 1 year 8 months 12 days |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $0 | |
Aggregate Intrinsic Value, Outstanding, Ending balance | $0 | $0 |
STOCK_WARRANTS_Details_Textual
STOCK WARRANTS (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2007 | Feb. 28, 2015 | Feb. 28, 2014 | |
Class of Warrant or Right [Line Items] | |||
Proceeds from Warrant Exercises | $76,300 | $225,630 | |
La Jolla Cove Investors [Member] | |||
Class of Warrant or Right [Line Items] | |||
Proceeds from Convertible Debenture, Principal Amount | 100,000 | ||
Warrants Issued Number | 10,000,000 | ||
Investment Warrants, Exercise Price | $1.09 | ||
Class of Warrant, Exercisable Period | 5 years | ||
Exercise of Warrant upon Conversion of Debt | each $1,000 of the principal of the Debenture converted, LJCI would be required to simultaneously purchase 100,000 shares under the warrant at $1.09 per share | ||
Stock Issued During Period, Shares, Exercise of Warrants | 70,000 | 207,000 | |
Proceeds from Warrant Exercises | $76,300 | $225,630 | |
Securities Purchase Agreement Date | 28-Feb-07 |
NET_LOSS_PER_COMMON_SHARE_Deta
NET LOSS PER COMMON SHARE (Details) | 3 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,501,784,853 | 9,986,599,143 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,753,030 | 7,488,030 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 69,324,710 | 75,474,213 |
Series B convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 54,730,159 | 36,294,737 |
Convertible debenture [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,370,976,954 | 9,867,342,163 |
NET_LOSS_PER_COMMON_SHARE_Deta1
NET LOSS PER COMMON SHARE (Details Textual) (USD $) | Feb. 28, 2015 | Nov. 30, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Convertible Debentures | $35,726 | $0 |
La Jolla Cove Investors [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Convertible Debentures | $35,726 | |
Number of Warrants, Remaining Unexercised | 3,572,629 | |
Equity Method Investment, Ownership Percentage | 9.99% |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Feb. 28, 2015 | Nov. 30, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $16,419 | $25,731 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 16,419 | 25,731 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $0 | $0 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 0 Months Ended | |||
Mar. 10, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Mar. 11, 2015 | |
Subsequent Event [Line Items] | ||||
Common Stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 | ||
Subsequent Event [Member] | Oxis Biotech, Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage Of Net Sublicense Revenue | 30.00% | |||
Percentage Of Royalty Payable | 3.00% | |||
Option To Purchase Manufacturing Rights Upon Payable Amount | $10,000,000 | |||
Cash Payable Upon Clinical Development Milestones | 12,750,000 | |||
License Costs | 500,000 | |||
Reimbursable Total Under Research Agreement | 1,125,000 | |||
Subsequent Event [Member] | MultiCell Immunotherapeutics, Inc. [Member] | ||||
Subsequent Event [Line Items] | ||||
License Costs | $375,000 | |||
Subsequent Event [Member] | Prior To Amendment [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Shares Authorized | 5,000,000,000 | |||
Subsequent Event [Member] | After To Amendment [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Shares Authorized | 10,000,000,000 |