Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 29, 2015 | Mar. 31, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | ANAVEX LIFE SCIENCES CORP. | ||
Entity Central Index Key | 1,314,052 | ||
Document Type | 10-K | ||
Trading Symbol | AVXL | ||
Document Period End Date | Sep. 30, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 12,504,130 | ||
Entity Common Stock, Shares Outstanding | 34,601,173 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Current | ||
Cash | $ 15,290,976 | $ 7,262,138 |
GST Recoverable | 76,840 | |
Prepaid expenses | 100,845 | $ 89,117 |
Assets, Current | 15,468,661 | 7,351,255 |
Equipment | 1,252 | 2,247 |
Assets | 15,469,913 | 7,353,502 |
Current | ||
Accounts payable and accrued liabilities | 2,503,726 | $ 1,249,084 |
Deferred grant income | 71,614 | |
Promissory notes payable | 85,238 | $ 192,065 |
Liabilities, Current | 2,660,578 | 1,441,149 |
Non-interest bearing liabilities | 332 | 5,719,727 |
Liabilities | 2,660,910 | 7,160,876 |
STOCKHOLDERS' EQUITY | ||
Capital stock Authorized: 100,000,000 common shares, par value $0.001 per share Issued and outstanding: 32,044,213 common shares (September 30, 2014 - 11,800,063) | 32,044 | 11,800 |
Additional paid-in capital | 74,060,999 | 50,714,151 |
Common stock to be issued | 1,997,415 | 640,000 |
Accumulated deficit | (63,281,455) | (51,173,325) |
Stockholders' Equity | 12,809,003 | 192,626 |
Liabilities and Equity | $ 15,469,913 | $ 7,353,502 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 32,044,213 | 11,800,063 |
Common stock, shares outstanding | 32,044,213 | 11,800,063 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating expenses | ||
General and administrative | $ 4,836,978 | $ 2,236,580 |
Research and development | 2,271,736 | 732,395 |
Total operating expenses | (7,108,714) | (2,968,975) |
Other income (expenses) | ||
Interest and finance expenses, net | $ (71,825) | (7,089) |
Gain on settlement of accounts payable | 199,655 | |
Financing related charges and adjustments | $ (4,998,145) | (8,624,986) |
Foreign exchange gain | 70,554 | 33,042 |
Total other expenses, net | (4,999,416) | (8,399,378) |
Net loss before provision for income taxes | $ (12,108,130) | (11,368,353) |
Income tax expense (benefit) - deferred | 1,400,000 | |
Net loss and comprehensive loss for the period | $ (12,108,130) | $ (9,968,353) |
Loss per share | ||
Basic (in dollars per share) | $ (0.65) | $ (1.02) |
Diluted (in dollars per share) | $ (0.65) | $ (1.02) |
Weighted average number of shares outstanding | ||
Basic (in shares) | 18,584,820 | 9,804,539 |
Diluted (in shares) | 18,584,820 | 9,804,539 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows used in Operating Activities | ||
Net loss for the period | $ (12,108,130) | $ (9,968,353) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization and depreciation | 995 | 768 |
Accretion of debt discount | 4,515,987 | 1,917,615 |
Stock-based compensation | $ 1,633,979 | 637,925 |
Amortization of deferred financing charge | $ 1,123,612 | |
Non-cash financing related charges | $ 29,000 | |
Deferred income tax expense (benefit) | $ (1,400,000) | |
Change in fair value of derivative financial instruments | $ 567,000 | (2,956,000) |
Gain on settlement of accounts payable | (199,655) | |
(Gain)/loss on extinguishment of debt | $ (84,842) | 8,539,759 |
Other | (18,683) | $ (18,798) |
Changes in non-cash working capital balances related to operations: | ||
GST recoverable | (76,840) | |
Prepaid expenses | (67,692) | $ (33,234) |
Accounts payable and accrued liabilities | 1,310,606 | $ (303,018) |
Deferred grant income | 71,614 | |
Net cash used in operating activities | $ (4,227,006) | $ (2,659,379) |
Cash Flows used in Investing Activities | ||
Acquisition of equipment | (3,015) | |
Net cash used in investing activities | (3,015) | |
Cash Flows provided by Financing Activities | ||
Issuance of common shares, net of share issue costs | $ 12,343,988 | 368,170 |
Financing fees paid | $ (788,712) | |
Repayment of promissory note | $ (88,144) | |
Proceeds from the issuance of convertible debentures | $ 10,000,000 | |
Net cash provided by financing activities | $ 12,255,844 | 9,579,458 |
Increase in cash during the period | 8,028,838 | 6,917,064 |
Cash, beginning of period | 7,262,138 | 345,074 |
Cash, end of period | $ 15,290,976 | $ 7,262,138 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Shares to be Issued [Member] | Accumulated Deficit [Member] | Total |
Balance Beginning at Sep. 30, 2013 | $ 9,309 | $ 38,672,452 | $ 60,000 | $ (41,204,972) | $ (2,463,211) |
Balance Beginning (in shares) at Sep. 30, 2013 | 9,309,400 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity units issued under Purchase Agreement | $ 100 | 188,070 | $ 188,170 | ||
Equity units issued under Purchase Agreement (in shares) | 100,000 | ||||
Commitment shares issued under terms of Purchase Agreement | $ 1 | (1) | |||
Commitment shares issued under terms of Purchase Agreement (in shares) | 628 | ||||
Capital stock issued for cash - at $2.00 | $ 30 | 59,970 | $ (60,000) | ||
Capital stock issued for cash - at $2.00 (in shares) | 30,000 | ||||
Capital stock issued for cash - at $1.20 | $ 125 | 149,875 | $ 30,000 | $ 180,000 | |
Capital stock issued for cash - at $1.20 (in shares) | 125,000 | ||||
Capital stock issued pursuant to debt conversions - at $1.00 | $ 640 | 550,480 | $ 551,120 | ||
Capital stock issued pursuant to debt conversions - at $1.00 (in shares) | 640,428 | 640,428 | |||
Share issue costs, net of recovery | (2,452) | $ (2,452) | |||
Issuance of detachable warrants | 5,989,900 | 5,989,900 | |||
Agent's warrants issued in connection with convertible debentures | 334,900 | 334,900 | |||
Beneficial conversion feature on convertible debentures issued, net of deferred income tax | 2,610,100 | 2,610,100 | |||
Reclassification of derivative financial instruments upon modification of warrant terms | 221,000 | 221,000 | |||
Capital stock issued pursuant to debt conversions - at $1.20 | $ 1,595 | 1,911,932 | 1,913,527 | ||
Capital stock issued pursuant to debt conversions - at $1.20 (in shares) | 1,594,607 | ||||
Stock based compensation | $ 27,925 | $ 610,000 | 637,925 | ||
Net loss for the period | $ (9,968,353) | (9,968,353) | |||
Balance Ending at Sep. 30, 2014 | $ 11,800 | $ 50,714,151 | $ 640,000 | $ (51,173,325) | $ 192,626 |
Balance Ending (in shares) at Sep. 30, 2014 | 11,800,063 | 11,800,063 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity units issued under Purchase Agreement | $ 1,825 | 8,125,440 | $ 8,127,265 | ||
Equity units issued under Purchase Agreement (in shares) | 1,825,000 | ||||
Commitment shares issued under terms of Purchase Agreement | $ 27 | (27) | |||
Commitment shares issued under terms of Purchase Agreement (in shares) | 27,144 | ||||
Capital stock issued pursuant to debt conversions - at $1.00 | $ 7,272 | 6,587,850 | $ 167,415 | $ 6,762,537 | |
Capital stock issued pursuant to debt conversions - at $1.00 (in shares) | 7,272,487 | ||||
Capital stock issued for cash - at $1.00 | $ 500 | 1,500 | $ 2,000 | ||
Capital stock issued for cash - at $1.00 (in shares) | 500,000 | ||||
Capital stock issued pursuant to subscriptions received - at $1.20 | $ 25 | 29,975 | $ (30,000) | ||
Capital stock issued pursuant to subscriptions received - at $1.20 (in shares) | 25,000 | ||||
Shares issued pursuant to the exercise of warrants - at $1.20 | $ 3,097 | 3,713,629 | $ 3,716,726 | ||
Shares issued pursuant to the exercise of warrants - at $1.20 (in shares) | 3,097,275 | ||||
Shares issued pursuant to the exercise of warrants - cashless | $ 6,839 | (6,839) | |||
Shares issued pursuant to the exercise of warrants - cashless (in shares) | 6,838,632 | ||||
Shares issued pursuant to favored nations provision | $ 659 | (659) | |||
Shares issued pursuant to favored nations provision (in shares) | 658,612 | ||||
Reclassification of derivative liability | 4,482,000 | $ 4,482,000 | |||
Stock based compensation | $ 413,979 | $ 1,220,000 | 1,633,979 | ||
Net loss for the period | $ (12,108,130) | (12,108,130) | |||
Balance Ending at Sep. 30, 2015 | $ 32,044 | $ 74,060,999 | $ 1,997,415 | $ (63,281,455) | $ 12,809,003 |
Balance Ending (in shares) at Sep. 30, 2015 | 32,044,213 | 32,044,213 |
CONSOLIDATED STATEMENT OF CHAN7
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Sep. 30, 2015 | Sep. 30, 2014 |
Statement of Stockholders' Equity [Abstract] | ||
Share price of capital stock issued for cash | $ 2 | |
Share price of capital stock issued for cash | 1.20 | |
Share price of capital stock issued for cash | $ 1 | |
Share price of capital stock issued pursuant to debt conversions | 1 | 1.20 |
Share price of capital stock issued pursuant to debt conversions | $ 1 | |
Share price of capital stock issued pursuant to subscriptions received | 1.20 | |
Share price of Shares issued pursuant to the exercise of warrants | $ 1.20 |
Business Description and Basis
Business Description and Basis of Presentation | 12 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | Note 1 Business Description and Basis of Presentation Business Anavex Life Sciences Corp. (the Company) is a clinical stage biopharmaceutical company engaged in the development of differentiated therapeutics for the treatment of neurodegenerative diseases including drug candidates to treat Alzheimers disease, other central nervous system (CNS) diseases, pain and various types of cancer. The Companys lead compounds ANAVEX 2-73 and ANAVEX PLUS, a combination of ANAVEX 2-73 with donepezil (Aricept), are being developed to treat Alzheimers disease and potentially other central nervous system (CNS) diseases. In December 2014 a Phase 2a clinical trial was initiated for ANAVEX 2-73, which is being evaluated for the treatment of Alzheimers disease. The randomized trial is designed to assess the safety and exploratory efficacy of ANAVEX 2-73 alone as well as in combination with donepezil (ANAVEX PLUS) in patients with mild to moderate Alzheimers disease. ANAVEX 2-73 targets sigma-1 and muscarinic receptors, which have been shown in preclinical studies to reduce stress levels in the brain and to reverse the pathological hallmarks observed in Alzheimers disease. ANAVEX 2-73 showed no serious adverse events in a previously performed Phase 1 study. In pre-clinical studies, ANAVEX 2-73 demonstrated anti-amnesic and neuroprotective properties in various animal models including the transgenic mouse model Tg2576. Effective October 7, 2015, the Company effected a reverse stock split on the basis of 1:4. As such, the Companys authorized capital was decreased from 400,000,000 shares of common stock, par value $0.001 to 100,000,000 shares of common stock, par value $0.001 and all shares of common stock issued and outstanding were decreased on the basis of one new share for each four old shares. These financial statements give retroactive effect to such reverse split and all share and per share amounts have been adjusted accordingly. Basis of Presentation These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and the instructions to Form 10-K. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies a) Use of Estimates The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuations, asset impairment, conversion features embedded in convertible notes payable, derivative valuations, stock based compensation and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. b) Principles of Consolidation These consolidated financial statements include the accounts of Anavex Life Sciences Corp. and its wholly-owned subsidiaries, Anavex Life Sciences (France) SA, a company incorporated under the laws of France and Anavex Australia Pty Limited, a company incorporated under the laws of Australia. All inter-company transactions and balances have been eliminated. c) Equipment Equipment is recorded at cost and is depreciated at 33% per annum on the straight-line basis. d) Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. e) Financial Instruments The carrying value of the Companys financial instruments, consisting of cash and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Based on borrowing rates currently available to the Company for similar terms and based on the short term duration of the debt instruments, the carrying value of the promissory notes payable approximate their fair value. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. f) Foreign Currency Translation The functional currency of the Company is the US dollar. Monetary items denominated in a foreign currency are translated into US dollars at exchange rates prevailing at the balance sheet date and non-monetary items are translated at exchange rates prevailing when the assets were acquired or obligations incurred. Foreign currency denominated expense items are translated at exchange rates prevailing at the transaction date. Unrealized gains or losses arising from the translations are credited or charged to income in the period in which they occur. g) Research and Development Expenses Research and developments costs are expensed as incurred. These expenses are comprised of the costs of the Companys proprietary research and development efforts, including salaries, facilities costs, overhead costs and other related expenses as well as costs incurred in connection with third-party collaboration efforts. Milestone payments made by the Company to third parties are expensed when the specific milestone has been achieved. In addition, the Company incurs expenses in respect of the acquisition of intellectual property relating to patents and trademarks. The probability of success and length of time to develop commercial applications of the drugs subject to the acquired patents and trademarks is difficult to determine and numerous risks and uncertainties exist with respect to the timely completion of the development projects. There is no assurance the acquired patents and trademarks will ever be successfully commercialized. Due to these risks and uncertainties, the acquisition of patents and trademarks does not meet the definition of an asset and thus are expensed as incurred. The Company is eligible to obtain a research and development tax credit from the Australian Tax Authority (ATO) for certain research and development activities undertaken in Australia. The tax incentive is available on the basis of specific criteria with which the Company must comply. Although the tax incentive is administered through the ATO, the Company has accounted for the tax incentive outside of the scope of ASC Topic 740, Income Taxes since the incentive is not linked to the Companys income tax liability and can be realized regardless of whether the Company has generated taxable income in Australia. h) Grant Income Research and development incentive income is recognized when the research and development activities have been undertaken and the Company has completed its assessment of whether such activities meet the relevant qualifying criteria. The Company recognizes such income at the fair value of the grant when it is received and all substantive conditions have been satisfied. Grants received from government and other agencies in advance of the specific research and development costs to which they relate are deferred and recognized in the consolidated statement of operations in the period they are earned and when the related research and development costs are incurred. i) Income Taxes The Company has adopted the provisions of FASB ASC 740 "Income Taxes" (ASC 740) which requires the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company follows the provisions of ASC 740 regarding accounting for uncertainty in income taxes. The Company initially recognizes tax positions in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. Application requires numerous estimates based on available information. The Company considers many factors when evaluating and estimating our tax positions and tax benefits, and our recognized tax positions and tax benefits may not accurately anticipate actual outcomes. As additional information is obtained, there may be a need to periodically adjust the recognized tax positions and tax benefits. These periodic adjustments may have a material impact on the consolidated statements of operations. j) Basic and Diluted Loss per Share The basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Additionally, the numerator is also adjusted for changes in fair value of the derivative financial instruments where it is presumed they will be share settled. For the year ended September 30, 2015, loss per share excludes 6,101,534 (2014 26,967,454) potentially dilutive common shares related to outstanding options, warrants, and convertible debentures as their effect was anti-dilutive. k) Stock-based Compensation The Company accounts for all stock-based payments and awards under the fair value method. Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity based instruments. Compensation costs for stock-based payments with graded vesting are recognized on a straight-line basis. The cost of the stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. The Company accounts for the granting of share purchase options to employees using the fair value method whereby all awards to employees will be recorded at fair value on the date of the grant. The fair value of all share purchase options are expensed over their vesting period with a corresponding increase to additional paid-in capital. The Company uses the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimates. l) Fair Value Measurements The fair value hierarchy under GAAP is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - observable inputs other than Level I, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 - assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities. The book value of cash and accounts payable and accrued liabilities approximate their fair values due to the short term maturity of those instruments. Based on borrowing rates currently available to the Company under similar terms, the book value of promissory notes payable approximates their fair values. The Companys promissory notes payable are based on Level 2 inputs in the ASC 820 fair value hierarchy. At September 30, 2015, the Company did not have any Level 3 liabilities. During the year ended September 30, 2015 and at September 30, 2014, the Company had Level 3 liabilities consisting of embedded conversion features and warrants that were required to be accounted for as liabilities pursuant to ASC 815 because the Company did not have sufficient authorized and unissued shares available to settle fully certain conversion features of such instruments. During the year ended September 30, 2015, the Company took measures to increase the Companys authorized common stock such that the instruments were no longer required to be accounted for as liabilities. Therefore pursuant to the guidance of ASC 815, the Company reclassified the fair value of these instruments on the date of this triggering event into equity. The Company calculated the fair value at the inception of those instruments, at September 30, 2014, and at the date of reclassification of the instruments into equity using the binomial option pricing model to determine the fair value. The following assumptions were used for the respective instruments: September 30, Reclassification Embedded conversion option At Inception 2014 Date Risk-free interest rate 3.13 % 3.21 % 1.47 % Expected life of options (years) 29.58 29.48 29.00 Annualized volatility 100.71 % 100.07 % 102.14 % Stock price $ 1.04 $ 0.72 $ 0.84 Dividend rate 0.00 % 0.00 % 0.00 % Reclassification Warrants At Inception Date Risk-free interest rate 1.46 % 1.47 % Expected life of options (years) 5.00 4.81 Annualized volatility 100.21 % 102.14 % Stock price $ 0.79 $ 0.84 Dividend rate 0.00 % 0.00 % Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the periods ended September 30, 2015 and 2014. m) Derivative Liabilities The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815. The result of this accounting treatment is that the fair value of the embedded derivative is marked- to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within 12 months of the balance sheet date. From time to time, certain of the Companys embedded conversion features on debt and outstanding warrants have been treated as derivative liabilities for accounting purposes under ASC 815 due to insufficient authorized shares to fully settle conversion features of the instruments if exercised. In this case, the Company utilized the latest inception date sequencing method to reclassify outstanding instruments as derivative instruments. These contracts were recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled. These derivative instruments do not trade in an active securities market. The Company uses the binomial option pricing model to value derivative liabilities. This model uses Level 3 inputs in the fair value hierarchy established by ASC 820 Fair Value Measurement. n) Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("ASU 2014-12"). ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company is currently evaluating the impact this guidance will have on its financial condition, results of operations and cash flows. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 will explicitly require management to assess an entitys ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. The Company is currently evaluating the impact this guidance will have on its financial condition, results of operations and cash flows. In May, 2014, the FASB and the International Accounting Standards Board (IASB) issued a converged standard on revenue recognition from contracts with customers, ASU 2014-09 (Topic 606 and IFRS 15). This standard will supersede nearly all existing revenue recognition guidance. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is currently evaluating the impact this guidance will have on its financial condition, results of operations and cash flows. In April 2015, the Financial Accounting Standards Board (FASB), issued the Accounting Standards Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs, that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. For public business entities, the final guidance will be effective for fiscal years beginning after December 15, 2015, however, early adoption (including in interim periods) is permitted. Upon adoption, an entity must apply the new guidance retrospectively to all prior periods presented in the financial statements. An entity is also required in the year of adoption to provide certain disclosures about the change in accounting principle, including the nature of and reason for the change, the transition method, a description of the prior-period information that has been retrospectively adjusted and the effect of the change on the financial statement line items (that is, debt issuance cost asset and the debt liability). The Company plans to adopt this standard beginning October 1, 2016. The Company is currently evaluating the impact this guidance will have on its financial condition, results of operations and cash flows. Other than noted above, the Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow. o) Restatement of prior year Our Form 10-K for the comparative period ended September 30, 2014 contained an error relating to the accounting for Convertible Debentures issued on March 13, 2014 (the Convertible Debentures), which contained a beneficial conversion feature. In connection with the issuance of Convertible Debentures, under the guidance of ASC 740-10, the recognition of a beneficial conversion feature for accounting purposes, which is initially recognized in equity at the inception of the related contract, effectively creates a temporary difference for tax purposes which must be recognized as a deferred income tax liability, with an offsetting adjustment to additional paid-in capital. Further, based on the fact that the reversal of the deferred tax liability would be viewed as a source of income pursuant to ASC 740, the Company was able to reduce its existing valuation allowance against deferred income tax assets available to offset such liability. As such, the net effect of such accounting would result in a reduction in additional paid-in capital and a corresponding recognition of a deferred income tax benefit on the consolidated statement of operations We believe that the errors in the Form 10-K for the year ended September 30, 2014 do not cause the financial statements included therein to be misleading, and therefore such financial statements can still be relied upon. However, we have corrected such errors, including any related disclosures, in this Form 10-K. The impact for the year ended September 30, 2014, was an increase in deferred income tax recovery of $1.4 million, and decrease in additional paid in capital of $1.4 million. |
Equipment
Equipment | 12 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Note 3 Equipment September 30, 2015 Accumulated Cost Depreciation Net Computer equipment $ 3,015 $ 1,763 $ 1,252 September 30, 2014 Accumulated Cost Depreciation Net Computer equipment $ 3,015 $ 768 $ 2,247 |
Promissory Notes Payable
Promissory Notes Payable | 12 Months Ended |
Sep. 30, 2015 | |
Promissory Notes Payable | |
Promissory Notes Payable | Note 4 Promissory Notes Payable 2015 2014 Promissory note dated December 31, 2012 with a principal balance of CDN$100,000 bearing interest at 12% per annum, due on September 30, 2014 $ - $ 89,618 Promissory note dated January 9, 2013 with a principal balance of CDN$86,677, bearing interest at 12% per annum, secured by all the present and future assets of the Company; due on demand 64,630 77,679 Promissory note dated January 9, 2013 with a principal balance of CDN$27,639, bearing interest at 12% per annum, secured by all the present and future assets of the Company; due on demand 20,608 24,768 $ 85,238 $ 192,065 On December 31, 2012, the Company issued a promissory note having a principal balance of $89,618 (CDN$100,000) with terms that included interest at 12% per annum and matured on June 30, 2013, in exchange for an accounts payable owing with respect to unpaid consulting fees. This note was not repaid on June 30, 2013 and the maturity date was extended to September 30, 2014. During the year ended September 30, 2014, the Company repaid this note. On January 9, 2013, the Company issued two (2) promissory notes (the Secured Notes); a) The Company issued a promissory note in the amount of $64,630 (CDN$86,677) to the former President, Secretary, Treasurer, CFO and director of the Company (the President) in exchange for unpaid consulting fees owing to the President. The note is bearing interest at 12% per annum and was due June 30, 2013. b) The Company issued a promissory note in the amount of $20,608 (CDN$27,639) to a former director of the Company (the Director) in exchange for unpaid consulting fees owing to the Director. The note is bearing interest at 12% per annum and was due June 30, 2013. The Secured Notes are secured by a right to delay the transfer of any or all of the Companys assets until the obligations of the Secured Notes are satisfied, including a restriction on the transfer of cash by the Company and a security interest over the intellectual property of the Company. The security interests of the Secured Notes is ranked senior to any and all security interests granted prior to the issuance of the notes and to all subsequent security interests granted, unless the holders agree in writing to other terms. In addition, the Secured Notes contain a provision whereby if they are not repaid within 10 days of their maturity dates, they shall bear late fees in addition to interest accruing, at a rate of $100 per day per note. In an event of default by the Company, under the terms of the Secured Notes, the notes shall bear additional late fees of $500 per day per note. Subsequent to the issuance of these Secured Notes, the former President resigned as President, Secretary, Treasurer, CFO and director of the Company and the former Director resigned as director of the Company. The Company did not repay the notes on June 30, 2013. The Company has disputed the issuance and enforceability of the Secured Notes and should there be an attempt to enforce the Secured Notes or collection on them, the Company will consider a legal remedy. The Company has not accrued any late fees in connection with these Secured Notes as of September 30, 2015 or 2014, as the Company does not consider these amounts to be legally enforceable. |
Deferred Grant Income
Deferred Grant Income | 12 Months Ended |
Sep. 30, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Grant Income | Note 5 Deferred Grant Income During the year ended September 30, 2015, the Company was awarded grant funding in the amount of $286,455, of which the Company received $71,614 during the year ended September 30, 2015 and the remainder will be received in equal semi-annual instalments over the 24 month commitment. The grant was received in exchange for a commitment to provide research and development for preclinical validation of Sigma-1 receptor agonism as potential treatment for Parkinsons disease. The grant income was deferred and is being amortized as an increase to other income over a two year period using the straight line method over the grant term. |
Non-interest Bearing Liabilitie
Non-interest Bearing Liabilities | 12 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Non-interest Bearing Liabilities | Note 6 Non-interest Bearing Liabilities Non-interest bearing liabilities consists of the following: 2015 2014 Senior Convertible Debentures $ 332 $ 263,727 Derivative Financial Instruments - 5,456,000 $ 332 $ 5,719,727 Senior Convertible Debentures 2015 2014 Senior Convertible Debentures, non-interest bearing, unsecured, due March 18, 2044 6,144 7,446,044 Less: Debt Discount (5,812 ) (7,182,317 ) Total carrying value 332 263,727 Less: current portion - - Long term liability $ 332 $ 263,727 On March 13, 2014, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with certain purchasers (the Purchasers) pursuant to which the Company issued senior convertible debentures in the aggregate principal amount of $10,000,000 (the Debentures). In connection with the issuance of the Debentures, the Company issued an aggregate of 16,916,666 share purchase warrants as follows: Non- Purchasers purchasers Total Series A Warrants 8,333,333 125,000 8,458,333 Series B Warrants 8,333,333 125,000 8,458,333 16,666,666 250,000 16,916,666 Each Series A warrant was exercisable into one common share of the Company at $1.20 per share until March 18, 2019. Each Series B warrant was exercisable into one common share of the Company at $1.68 per share until March 18, 2019 The Debentures are unsecured, non-interest bearing and are due on March 18, 2044. The Debentures were convertible, in whole or in part, at the option of the holder into common shares of the Company at $1.20 per share (the Conversion Price). The Conversion Price of the debenture will be adjusted in the event of common stock dividend, split or consolidation. The Conversion Price was later amended to $1.00 per share, as set forth below. Pursuant to the guidance of ASC 470-20 Debt with Conversion and Other Options, the Company allocated the proceeds from the issuance of the Debentures between the Debentures and the detachable Purchaser warrants using the relative fair value method. The fair value of the Purchaser warrants of $22,326,200 at issuance resulted in a debt discount at issuance of $5,989,900. The Company recorded a beneficial conversion feature discount of $4,010,100 in respect of the Debentures issued, based on the intrinsic value of the conversion feature limited to a maximum of the total proceeds of the Debentures allocated to the Debentures. The recognition of the beneficial conversion feature also gave rise to the recognition of a deferred income tax liability of $1,400,000, relating to the temporary difference for tax purposes of the book basis of the related Debentures. This deferred income tax liability was immediately offset by the recognition of previously unrecognized future income tax assets available to reduce such liability. The reduction of the valuation allowance against deferred income tax assets was recognized through a deferred income tax benefit recognized on the statement of operations in the period in which the Debentures were issued. The total debt discount at issuance of $10,000,000 was being amortized using the effective interest method over the term of the Debentures. In consideration for the Debentures issued, the Company issued an aggregate of 250,000 share purchase warrants to non-lenders as described above. The fair value of the Non-Purchaser Warrants of $334,900, along with finders fees and other financing costs directly associated with the issuance of the Debentures in the amount of $788,712, was recorded as a deferred financing charge and is being amortized to income over the term of the Debentures using the effective interest method. The fair value of the Purchaser and Non-Purchaser warrants at issuance was determined using the Black Scholes option pricing model with the following weighted average assumptions: Risk-free interest rate 1.56 % Expected life (years) 5.00 Expected volatility 97.16 % Stock price $ 1.76 Dividend yields 0.00 % In connection with the Purchase Agreement, the Company also entered into a registration rights agreement with each Purchaser (the RRA) whereby the Company agreed to file a registration statement with the Securities and Exchange Commission (the SEC) covering the resale of the shares of the Companys common stock issuable upon conversion of the Debentures and upon exercise of the Purchaser warrants. On July 23, 2014, the registration statement was declared effective by the SEC. Amendment Agreements On August 25, 2014, the Company entered into amendment agreements with each Purchaser, pursuant to which all provisions regarding liquidating damages and the accrual of damages with respect to the obligations for, and rights enforceable against, the Company, were eliminated from the RRAs. As consideration for entering into the amendment agreements and for the Purchasers agreeing to forego an amount of $459,912 in liquidating damages that had accrued and were accruing pursuant to the terms of the original RRAs, the Company agreed to adjust the fixed conversion price of the remaining outstanding debentures from $1.20 per share to $1.00 per share (the Debenture Amendment). The Company assessed the guidance under ASC 470-60 Troubled Debt Restructurings Modifications and Extinguishments The Company calculated the fair value of the amended Debentures by discounting future cash flows using rates representative of current borrowing rates for debt instruments without a conversion feature and by using the binomial option pricing model to determine the fair value of the conversion features, using the following assumptions: Risk-free interest rate 3.13 % Expected life (years) 29.58 Expected volatility 100.71 % Stock Price $ 1.028 Dividend yields 0.00 % The net loss was recorded as part of financing related charges and adjustments in the consolidated statement of operations during the year ended September 30, 2014. In addition, in accordance with debt extinguishment accounting, remaining unamortized financing costs of $1,110,568 associated with the original Debentures were immediately amortized through earnings upon entering into the amendments. This amount was also included in other financing related charges and adjustments in the consolidated statement of operations for the year ended September 30, 2014. During the year ended September 30, 2015, the Company issued an aggregate of 7,272,487 shares of common stock and an additional 167,415 shares of common stock were to be issued based on a conversion price of $1.00 per share pursuant to the conversion of $7,439,900 in outstanding principal amounts due under the Debentures. As a result of the bifurcation of the embedded conversion option subsequent to the Debenture Amendments as discussed above, for accounting purposes, two instruments were considered outstanding and, upon exercise of the contractual conversion option, extinguishment accounting was applied. Consequently, the embedded conversion feature was adjusted to fair value at the conversion date and the shares issued pursuant to conversion were recorded at their fair value on the date of issuance, determined with reference to the quoted market price of the Companys shares on the issuance date. The resulting difference was recorded as a gain or loss on the consolidated statement of operations. During the year ended September 30, 2015, the Company recorded $84,842 (2014: $Nil) in respect of net gains on these conversion of the Debentures. This amount is included in financing and related charges and adjustments on the consolidated statement of operations. During the year ended September 30, 2015 the Company recorded accretion expense of $4,515,987 (2014: $1,917,615) in accretion of discounts on these debentures. Effective March 26, 2015 and upon a change in triggering events, the embedded conversion option is no longer required to be bifurcated and conversion accounting has been applied to all conversions subsequent to the change in triggering events. Embedded conversion options and warrants At September 30, 2014, the Company had outstanding embedded conversion options associated with the Senior Convertible Debentures and outstanding warrants being accounted for as derivative liabilities. These derivative financial instruments arise as a result of applying ASC 815 Derivatives and Hedging During the year ended September 30, 2014, the Company issued debentures with fixed price embedded conversion features and, subsequent to certain amendments as discussed above, the Company did not, at the date of issuance of these instruments, have a sufficient number of authorized and available shares of common stock to fully settle the conversion feature of such instruments if exercised. As such, the Company was required to account for these instruments as derivative financial instruments. On the amendment date of the related convertible debentures, the Company recorded a debt discount to the extent of the fair value of the embedded conversion features required to be accounted for as liabilities under ASC 815. During the year ended September 30, 2015, the Company issued units consisting of shares of common stock and share purchase warrants and since the Company did not, at the date of issuance of these instruments, have a sufficient number of authorized and available shares of common stock to fully settle the exercise of these warrants if exercised, due to the outstanding embedded conversion features discussed above, the Company was required to account for these instruments as derivative financial instruments. On the commitment date of the related warrants, the Company allocated the proceeds from the issuance of units first to the derivative liability at its fair value, with any remaining proceeds allocated to the common stock. On March 26, 2015, the Company received stockholder approval to approve an amendment to the Companys articles of incorporation to increase the Companys authorized common stock from 37,500,000 to 100,000,000 shares, which is now sufficient to fully settle all the outstanding equity contracts. Consequently, these instruments previously accounted for as liabilities under ASC 815 are no longer required to be accounted for as liabilities. Pursuant to the guidance of ASC 815, the Company reclassified the fair value of these instruments on the date of this triggering event into equity, with the change in fair value up to the date of modification being recorded on the consolidated statement of operations as other income. During the year ended September 30, 2013, the Company issued an aggregate of 1,612,242 common stock purchase warrants that were required to be accounted for as liabilities pursuant to ASC 815 as a result of certain features embedded in those instruments. During the year ended September 30, 2014, the Company amended the terms of these common stock purchase warrants. As of the modification date, these warrants were no longer required to be accounted for as liabilities. Pursuant to the guidance of ASC 815, the Company reclassified the fair value of these instruments on the date of modification into equity, with the change in fair value up to the date of modification being recorded on the consolidated statements of operations as other income. As a result of the application of ASC 815, the Company has recorded these liabilities at their fair values as follows: September 30, 2014 2013 Balance, beginning of the period $ 904,000 $ - Fair value at issuance 8,277,000 919,000 Change in fair value during the year (2,956,000 ) (15,000 ) Reclassification to equity upon change in triggering events (221,000 ) - Transfer to equity upon exercise (548,000 ) - Balance, end of the period $ 5,456,000 $ 904,000 The embedded conversion features and warrants accounted for as derivative financial instruments have no observable market and the Company estimated their fair values at their reclassification dates and September 30, 2014 using the binomial option pricing model based on the following weighted average management assumptions: Reclassification September Risk-free interest rate 1.47 % 3.21 % Expected life (years) 24.75 29.48 Expected volatility 102.14 % 100.07 % Stock price $ 0.84 $ 0.736 Dividend yields 0.00 % 0.00 % |
Capital Stock
Capital Stock | 12 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | Note 7 Capital Stock Authorized On March 26, 2015, the Company received stockholder approval to approve an amendment to the Companys articles of incorporation to increase the Companys authorized common stock from 37,500,000 to 100,000,000 shares. Equity Transactions Year ended September 30, 2015 On October 22, 2014, the Company entered into a Securities Purchase Agreement (the 10/14 Purchase Agreement) with one investor for an equity investment of $500,000 at a price of $1.00 per unit. Pursuant to the terms of the 10/14 Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase, 500,000 shares of common stock. In addition, the Company agreed to issue an aggregate of 1,000,000 stock purchase warrants, of which 500,000 were exercisable at $1.20 per share and 500,000 were exercisable at $1.68 per share, each for a period of five years, subject to normal adjustment for stock splits, combinations, and reclassification events. As discussed in Note 5, the warrants issued were required to be accounted for as derivative liabilities at their date of issuance, pursuant to the guidance of ASC 815. Consequently, the Company allocated the proceeds from the issuance of the units first to the warrants, at their fair value of $527,000 with an amount of $2,000 being allocated to equity at par value on the date of the transaction. The $29,000 excess of the sum of fair value and par value over the proceeds received of $500,000 was recorded as a component of financing related charges and adjustments on the statement of operations during the year ended September 30, 2015. The fair value of the warrants was determined based on the binomial option pricing model using the following weighted average assumptions: risk-free interest rate: 1.46%, expected life: 5 years, expected volatility: 100.21%, dividend yield: 0%. The Company paid a finders fee of $50,000 in connection with the 10/14 Purchase Agreement. This amount was expensed as a component of financing related charges and adjustments during the year ended September 30, 2015. On March 16, 2015, pursuant to an anti-dilution provision contained in private placement subscription agreements dated May 31, 2012, the Company adjusted the price of 658,612 shares of common stock from $2.00 to $1.00 per share. Consequently, the Company issued 658,612 shares of common stock for no additional consideration. Year ended September 30, 2014 On February 24, 2014, the Company issued 30,000 units at $2.00 per unit for gross proceeds of $60,000, which was received during the year ended September 30, 2013. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $4.00 per share for a period of five years from the date of issuance. On February 24, 2014, the Company issued 125,000 units at $1.20 per unit for gross proceeds of $150,000. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $3.00 per share for a period of five years from the date of issuance. On February 28, 2014, the Company received $30,000 in share subscriptions in respect of the issuance of 25,000 units at $1.20 per unit. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $3.00 per share for a period of five years from the date of issuance. These shares were issued during the year ended September 30, 2015. Common stock to be issued Included in common stock to be issued at September 30, 2015 is an amount of $1,830,000 (2014: $610,000) related to 750,000 (2014: 250,000) shares of common stock issuable to a director and officer of the Company pursuant to the terms of an employment agreement with that director and officer (Note 9). Also included in common stock to be issued at September 30, 2015 is an amount of $167,415 (2014: Nil) related to the application of an incorrect conversion price to conversion notices received during the year ended September 30, 2015. These shares were issued subsequent to September 30, 2015. |
Lincoln Park Purchase Agreement
Lincoln Park Purchase Agreement | 12 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Lincoln Park Purchase Agreement | Note 8 Lincoln Park Purchase Agreement On July 5, 2013, the Company entered into a $10,000,000 purchase agreement (the Purchase Agreement) with Lincoln Park Capital Fund, LLC, (Lincoln Park) an Illinois limited liability company (the Financing) pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $10,000,000 in value of its shares of common stock from time to time over a 25 month period. In connection with the Financing, the Company also entered into a registration rights agreement with Lincoln Park whereby the Company agreed to file a registration statement with the Securities and Exchange Commission (the SEC) covering the shares of the Companys common stock that may be issued to Lincoln Park under the Purchase Agreement. The Company would determine, at its own discretion, the timing and amount of its sales of common stock, subject to certain conditions and limitations. The purchase price of the shares that may be sold to Lincoln Park under the Purchase Agreement will be based on the market price of the Companys shares of common stock immediately preceding the time of sale without any fixed discount, provided that in no event will such shares be sold to Lincoln Park when the closing sale price is less than $2.00 per share. There are no upper limits on the per share price that Lincoln Park may pay to purchase such common stock. The purchase price will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or similar transaction occurring during the business days used to compute such price. Pursuant to the Purchase Agreement, Lincoln Park initially purchased 62,500 shares of the Companys common stock for $100,000. In consideration for entering into the Purchase Agreement, the Company issued to Lincoln Park 85,465 shares of common stock as a commitment fee and was to issue up to 33,352 shares pro rata, when and if, Lincoln Park purchased, at the Companys discretion, the remaining $10,000,000 aggregate commitment. The Purchase Agreement could be terminated by the Company at any time at its discretion without any cost to the Company. The Company incurred a net $73,787 in direct expenses in connection with the Purchase Agreement and registration statement. These were recorded as share issuance costs as a charge against additional paid in capital in the period incurred. During the year ended September 30, 2015, the Company issued to Lincoln Park an aggregate of 1,852,144 (2014: 100,628) shares of common stock under the Purchase Agreement, including 1,825,000 (2014: 100,000) shares of common stock for an aggregate purchase price of $8,127,265 (2014: $188,170) and 27,144 (2014: 628) commitment shares. Subsequent to September 30, 2015, the Company issued to Lincoln Park an aggregate of 296,104 shares of common stock under the Purchase Agreement, including 290,523 shares of common stock for an aggregate purchase price of $1,684,565 and 5,581 commitment shares, representing all remaining purchase amounts due under the Purchase Agreement. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 Related Party Transactions During the year ended September 30, 2015, the Company was charged general and administrative expenses totaling $2,690,659 in respect of directors fees and share and stock option based compensation charges paid or accrued to directors and officers of the Company (2014: $1,041,140 in respect of directors fees, management bonuses and stock option based compensation charges), inclusive of amounts noted below. Of the total, $331,095 related to non-cash stock option compensation charges, and $2,348,064 was related to stock compensation charges associated with the vesting of restricted stock awards to a director and officer of the Company, in connection with the achievement of certain performance milestones, inclusive of and as further described below. As at September 30, 2015, included in accounts payable and accrued liabilities was $33,000 (2014: $28,232) owing to directors and officers of the Company for director fees and reimbursable expenses, and a former director and officer of the Company for unpaid fees. During the year ended September 30, 2013, pursuant to an employment agreement with the President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, and Director, of the Company, the Company: i) granted 500,000 fully vested share purchase options exercisable at $1.60 per share until July 5, 2023. The Company recognized stock based compensation expense of $1,002,500 during the year ended September 30, 2013 in connection with these options. ii) issued 1,000,000 shares of restricted common stock that vest as follows: 25% upon the Company starting a Phase Ib/IIb human study (vested during the year ended September 30, 2015 at a value of $610,000 and included in shares to be issued at September 30, 2015) 25% upon the Company in-licensing additional assets in clinical or pre-clinical stage (vested during the year ended September 30, 2014 at a value of $610,000 and included in shares to be issued at September 30, 2015) 25% upon the Company securing additional non-dilutive equity funding in 2013 of at least $5,000,000 with a share price higher than the previous funding (vested during the year ended September 30, 2015 at a value of $610,000 and included in shares to be issued at September 30, 2015) 25% upon the Company obtaining a listing on a major stock exchange (vested subsequent to September 30, 2015) Included in operating results for the year ended September 30, 2015 are non-cash stock compensation charges of $1,220,000 (2014: $610,000) relating to the vesting of 500,000 (2014: 250,000) shares of restricted common stock upon the achievement of certain performance conditions, and $1,128,064 (2014: $Nil) in additional compensation obligations associated with the vesting. The fair value of $2.44 per share for non-cash stock compensation charges was determined with reference to the quoted market price of the Companys shares on the commitment date. This amount has been included in common stock to be issued at September 30, 2015. Subsequent to September 30, 2015, the Company obtained a listing on NASDAQ and consequently, an additional 250,000 shares of common stock vested. |
Commitments
Commitments | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 10 Commitments a) Share Purchase Warrants A summary of the Companys share purchase warrants outstanding is presented below: Weighted Average Number of Shares Exercise Price Balance, October 1, 2013 2,287,371 $ 3.00 Expired (675,128 ) $ 3.00 Issued 17,116,667 $ 1.44 Balance, September 30, 2014 18,728,910 $ 1.59 Expired (62,500 ) $ 1.40 Exercised (15,468,520 ) $ 1.43 Issued 1,075,000 $ 0.76 Balance, September 30, 2015 4,272,890 $ 2.11 During the year ended September 30, 2015, the Company issued 6,838,632 shares of common stock pursuant to the exercise of 12,371,245 warrants on a cashless basis. At September 30, 2015, the Company has 4,272,890 currently exercisable share purchase warrants outstanding as follows: Number Exercise Price Expiry Date 1,612,242 $ 3.00 July 5, 2018 30,000 $ 4.00 February 24, 2019 700,994 $ 1.20 March 13, 2019 1,872,154 $ 1.68 March 13, 2019 12,500 $ 1.24 May 31, 2019 45,000 $ 1.00 July 31, 2019 4,272,890 During the year ended September 30, 2015, the Company issued an aggregate of 12,500 warrants to a consultant of the Company for services to be provided. The fair value of these warrants at issuance was calculated to be $17,800 based on the Black-Scholes option pricing model using the following assumptions: expected term 3.9 years, expected volatility 106.7%, expected dividend yield 0.00%, risk free interest rate 1.83%. Stock based compensation is being recorded in the financial statements over the vesting term of three years from the date of grant. The Company recognized stock based compensation expense of $19,182 during the year ended September 30, 2015 (2014: $Nil) in connection with the warrants. All of the 1,612,242 warrants expiring on July 5, 2018 contain a contingent call provision whereby the Company may have the option to call for cancellation of all or any portion of the warrants for consideration equal to $0.001 per share, provided the quoted market price of the Companys common stock exceeds $6.00 for a period of twenty consecutive trading days, subject to certain minimum volume restrictions and other restrictions as provided in the warrant agreements. b) Stockbased Compensation Plan 2015 Stock Option Plan On September 18, 2015, the Companys board of directors approved a 2015 Omnibus Incentive Plan (the 2015 Plan), which provides for the grant of stock options and restricted stock awards to directors, officers, employees and consultants of the Company. The maximum number of our common shares reserved for issue under the plan is 6,050,553 shares subject to adjustment in the event of a change of the Companys capitalization. As a result of the adoption of the 2015 Plan, no further option awards will be granted under any previously existing stock option plan. Stock option awards previously granted under previously existing stock option plans remain outstanding in accordance with their terms. The 2015 Plan is administered by the board of directors, except that it may, in its discretion, delegate such responsibility to a committee of such board. The exercise price will be determined by the board of directors at the time of grant but in no event will be less than 110% of fair market value of the Companys shares of common stock on the grant date. Stock options may be granted under the 2015 Plan for an exercise period of up to ten years from the date of grant of the option or such lesser periods as may be determined by the board, subject to earlier termination in accordance with the terms of the 2015 Plan. A summary of the status of Companys outstanding stock purchase options for the years ended September 30, 2015 and 2014 is presented below: Weighted Weighted Average Number of Average Grant Date fair Shares Exercise Price value Outstanding at October 1, 2013 768,750 $ 5.04 Expired (176,250 ) $ 10.80 Granted 200,000 $ 1.28 $ 1.00 Outstanding at September 30, 2014 792,500 $ 2.82 Forfeited (67,500 ) $ 12.00 Granted 1,097,500 $ 2.02 $ 1.66 Outstanding at September 30, 2015 1,822,500 $ 2.00 Exercisable at September 30, 2015 825,002 $ 1.78 Exercisable at September 30, 2014 525,000 $ 2.22 At September 30, 2015, the following stock options were outstanding: Number of Shares Aggregate Remaining Number Exercise Intrinsic Contractual Total Vested Price Expiry Date Value Life (yrs) 25,000 (1) 25,000 $ 14.68 March 30, 2016 $ - 0.50 500,000 (2) 500,000 $ 1.60 July 5, 2023 2,020,000 7.77 75,000 (3) 25,000 $ 1.20 May 7, 2024 333,000 8.61 125,000 (4) 31,250 $ 1.32 May 8, 2024 540,000 8.61 718,750 (5) 239,585 $ 0.92 April 2, 2025 3,392,500 9.51 50,000 (6) 4,167 $ 1.44 June 8, 2025 210,000 9.70 50,000 (7) - $ 1.68 June 15, 2025 194,000 9.72 278,750 (8) - $ 5.04 September 18, 2025 167,250 9.98 1,822,500 825,002 $ 6,856,750 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted market price of the Companys stock for the options that were in-the-money at September 30, 2015. (1) As of September 30, 2015 and 2014, these options had fully vested. These options were granted during the year ended September 30, 2011 and vested over a period of one year from the date of grant. The fair value of these options at issuance was calculated to be $267,000. The Company did not recognize any stock-based compensation during the year ended September 30, 2015 (2014: $Nil). (2) As of September 30, 2015 and 2014 these options had fully vested. These options were granted during the year ended September 30, 2013 and vested immediately upon granting. The Company did not recognize any stock-based compensation during the year ended September 30, 2015 (2014: $Nil) in connection with these options. (3) As of September 30, 2015 and 2014, 25,000 of these options had vested. These options were issued during the year ended September 30, 2014 and vest annually over a three year period commencing on the first anniversary of the date of the grant. The Company recognized stock based compensation expense of $23,132 during the year ended September 30, 2015 (2014: $9,252) in connection with these options. These amounts have been included in general and administrative expenses on the Companys statement of operations. (4) As of September 30, 2015 and 2014, 31,250 of these options had vested. These options were issued during the year ended September 30, 2014 and vest annually over a four year period commencing on the first anniversary of the date of the grant. The Company recognized stock based compensation expense of $31,950 during the year ended September 30, 2015 (2014: $16,905) in connection with these options. (5) As of September 30, 2015, 239,585 of these options had vested (2014: None of these options had vested). These options were issued during the year ended September 30, 2015 and vest in three equal installments on April 2, 2015, April 2, 2016 and April 2, 2017. The Company recognized stock based compensation expense of $255,747 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Companys statement of operations (6) As of September 30, 2015, 4,167 of these options had vested. These options were issued during the year ended September 30, 2015 and vest quarterly over a three year period commencing on September 8, 2015. The Company recognized stock based compensation expense of $5,981 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Companys statement of operations. (7) As of September 30, 2015 and 2014, none of these options had vested. These options were issued during the year ended September 30, 2015 and vest over a three year period from the date of grant. The Company recognized stock based compensation expense of $6,863 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Companys statement of operations. (8) As of September 30, 2015 and 2014, none of these options had vested. These options were issued during the year ended September 30, 2015 and vest over a three year period from the date of grant. The Company recognized stock based compensation expense of $17,899 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Companys statement of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 Income Taxes The tax effects of the temporary differences that give rise to the Companys estimated deferred tax assets and liabilities are as follows: 2015 2014 (As restated) Tax rate 34 % 34 % Net operating loss carryforwards $ 9,177,000 $ 8,270,000 Research and development tax credits 794,000 745,000 Foreign exchange (10,000 ) (23,000 ) Unpaid charges 832,000 170,000 Intangible asset costs 64,000 70,000 Stock-based compensation 581,000 441,000 Valuation allowance for deferred tax assets (11,438,000 ) (9,673,000 ) Net deferred tax assets $ - $ - The provision for income taxes differ from the amount established using the statutory income tax rate as follows: 2015 2014 (As Restated) Income benefit at statutory rate of 34% $ (4,117,000 ) $ (3,865,000 ) Foreign income taxed at other rates 80,000 13,000 Permanent differences Effect of stock based compensation - 202,000 Debt extinguishment (29,000 ) 2,736,000 Mark-to-market deriative liability adjustment 193,000 (994,000 ) Non-deductible finance and accretion expenses 1,511,000 808,000 Other permanent differences (5,000 ) (16,000 ) Research and development tax credit 502,000 (26,000 ) Adjustment and true up to prior years' tax provision 100,000 14,000 Change in valuation allowance 1,765,000 2,528,000 Income Tax Recovery $ - $ 1,400,000 As of September 30, 2015, the Company had net operating loss carry-forwards of approximately $25,000,000 (2014: $24,000,000) in the United States available to offset future taxable income. The carry-forwards will begin to expire in 2027 unless utilized in earlier years. The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and this causes a change in managements judgment about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income. Because management of the Company does not currently believe that it is more likely than not that the Company will receive the benefit of these assets, a valuation allowance equal to the deferred tax asset has been established at both September 30, 2015 and 2014. Uncertain Tax Positions The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Companys tax returns are subject to tax examinations by U.S. federal and state tax authorities, or examinations by foreign tax authorities until the respective statutes of limitation expire. The Company is subject to tax examinations by tax authorities for all taxation years commencing on or after 2007. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 12 Supplemental Cash Flow Information Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows. During the year ended September 30, 2015; i) the Company issued 7,272,487 shares of common stock and an additional 167,415 shares of common stock are issuable upon conversion of $7,439,900 in principal amount of convertible debentures at a conversion price of $1.00 per share; ii) the Company reclassified an amount of $4,482,000 into equity upon modification of the terms of certain derivative instruments. During the year ended September 30, 2014; a) the Company reclassified an amount of $221,000 into equity upon modification of the terms of certain derivative instruments. b) the Company issued 1,594,607 shares of common stock of the Company pursuant to the conversion of $1,913,528 face value of convertible debentures at $1.20 per share; c) the Company issued 640,428 shares of common stock of the Company at a fair value of $551,120 pursuant to the conversion of convertible debentures at a conversion price of $1.00 per share. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 Subsequent Events i) On October 21, 2015, the Company entered into a $50,000,000 purchase agreement (the Purchase Agreement) with Lincoln Park pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $50,000,000 in value of its shares of common stock from time to time over a 36 month period. In connection with the Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park whereby the Company agreed to file a registration statement with the SEC covering the shares of the Companys common stock that may be issued to Lincoln Park under the Purchase Agreement. The Company may direct Lincoln Park, at its sole discretion, and subject to certain conditions, to purchase up to 50,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase. The amount of a purchase may be increased under certain circumstances provided, however that Lincoln Parks committed obligation under any single purchase shall not exceed $2,000,000. The purchase price of shares of common stock related to the future funding will be based on the then prevailing market prices of such shares at the time of sales as described in the Purchase Agreement. In consideration for entering into the Purchase Agreement, the Company issued to Lincoln Park 179,598 shares of common stock as a commitment fee and shall issue up to 89,799 shares pro rata, when and if, Lincoln Park purchases at the Companys discretion the $50,000,000 aggregate commitment. ii) On December 22, 2015, the Company received a subpoena from the Securities and Exchange Commission (SEC) which indicates that the agency is conducting a formal investigation. The Company believes the subpoena and investigation relate to the recent unusual activity in the market for the Companys shares. The Company is fully cooperating with the SEC in this investigation and is unable to predict when this matter will be resolved or what further action, if any, the SEC may take in connection with it. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | a) Use of Estimates The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuations, asset impairment, conversion features embedded in convertible notes payable, derivative valuations, stock based compensation and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Principles of Consolidation | b) Principles of Consolidation These consolidated financial statements include the accounts of Anavex Life Sciences Corp. and its wholly-owned subsidiaries, Anavex Life Sciences (France) SA, a company incorporated under the laws of France and Anavex Australia Pty Limited, a company incorporated under the laws of Australia. All inter-company transactions and balances have been eliminated. |
Equipment | c) Equipment Equipment is recorded at cost and is depreciated at 33% per annum on the straight-line basis. |
Impairment of Long-Lived Assets | d) Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. |
Financial Instruments | e) Financial Instruments The carrying value of the Companys financial instruments, consisting of cash and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Based on borrowing rates currently available to the Company for similar terms and based on the short term duration of the debt instruments, the carrying value of the promissory notes payable approximate their fair value. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. |
Foreign Currency Translation | f) Foreign Currency Translation The functional currency of the Company is the US dollar. Monetary items denominated in a foreign currency are translated into US dollars at exchange rates prevailing at the balance sheet date and non-monetary items are translated at exchange rates prevailing when the assets were acquired or obligations incurred. Foreign currency denominated expense items are translated at exchange rates prevailing at the transaction date. Unrealized gains or losses arising from the translations are credited or charged to income in the period in which they occur. |
Research and Development Expenses | g) Research and Development Expenses Research and developments costs are expensed as incurred. These expenses are comprised of the costs of the Companys proprietary research and development efforts, including salaries, facilities costs, overhead costs and other related expenses as well as costs incurred in connection with third-party collaboration efforts. Milestone payments made by the Company to third parties are expensed when the specific milestone has been achieved. In addition, the Company incurs expenses in respect of the acquisition of intellectual property relating to patents and trademarks. The probability of success and length of time to develop commercial applications of the drugs subject to the acquired patents and trademarks is difficult to determine and numerous risks and uncertainties exist with respect to the timely completion of the development projects. There is no assurance the acquired patents and trademarks will ever be successfully commercialized. Due to these risks and uncertainties, the acquisition of patents and trademarks does not meet the definition of an asset and thus are expensed as incurred. The Company is eligible to obtain a research and development tax credit from the Australian Tax Authority (ATO) for certain research and development activities undertaken in Australia. The tax incentive is available on the basis of specific criteria with which the Company must comply. Although the tax incentive is administered through the ATO, the Company has accounted for the tax incentive outside of the scope of ASC Topic 740, Income Taxes since the incentive is not linked to the Companys income tax liability and can be realized regardless of whether the Company has generated taxable income in Australia. |
Grant Income | h) Grant Income Research and development incentive income is recognized when the research and development activities have been undertaken and the Company has completed its assessment of whether such activities meet the relevant qualifying criteria. The Company recognizes such income at the fair value of the grant when it is received and all substantive conditions have been satisfied. Grants received from government and other agencies in advance of the specific research and development costs to which they relate are deferred and recognized in the consolidated statement of operations in the period they are earned and when the related research and development costs are incurred. |
Income Taxes | i) Income Taxes The Company has adopted the provisions of FASB ASC 740 "Income Taxes" (ASC 740) which requires the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company follows the provisions of ASC 740 regarding accounting for uncertainty in income taxes. The Company initially recognizes tax positions in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. Application requires numerous estimates based on available information. The Company considers many factors when evaluating and estimating our tax positions and tax benefits, and our recognized tax positions and tax benefits may not accurately anticipate actual outcomes. As additional information is obtained, there may be a need to periodically adjust the recognized tax positions and tax benefits. These periodic adjustments may have a material impact on the consolidated statements of operations. |
Basic and Diluted Loss per Share | j) Basic and Diluted Loss per Share The basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Additionally, the numerator is also adjusted for changes in fair value of the derivative financial instruments where it is presumed they will be share settled. For the year ended September 30, 2015, loss per share excludes 6,101,534 (2014 26,967,454) potentially dilutive common shares related to outstanding options, warrants, and convertible debentures as their effect was anti-dilutive. |
Stock-based Compensation | k) Stock-based Compensation The Company accounts for all stock-based payments and awards under the fair value method. Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity based instruments. Compensation costs for stock-based payments with graded vesting are recognized on a straight-line basis. The cost of the stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. The Company accounts for the granting of share purchase options to employees using the fair value method whereby all awards to employees will be recorded at fair value on the date of the grant. The fair value of all share purchase options are expensed over their vesting period with a corresponding increase to additional paid-in capital. The Company uses the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimates. |
Fair Value Measurements | l) Fair Value Measurements The fair value hierarchy under GAAP is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - observable inputs other than Level I, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 - assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities. The book value of cash and accounts payable and accrued liabilities approximate their fair values due to the short term maturity of those instruments. Based on borrowing rates currently available to the Company under similar terms, the book value of promissory notes payable approximates their fair values. The Companys promissory notes payable are based on Level 2 inputs in the ASC 820 fair value hierarchy. At September 30, 2015, the Company did not have any Level 3 liabilities. During the year ended September 30, 2015 and at September 30, 2014, the Company had Level 3 liabilities consisting of embedded conversion features and warrants that were required to be accounted for as liabilities pursuant to ASC 815 because the Company did not have sufficient authorized and unissued shares available to settle fully certain conversion features of such instruments. During the year ended September 30, 2015, the Company took measures to increase the Companys authorized common stock such that the instruments were no longer required to be accounted for as liabilities. Therefore pursuant to the guidance of ASC 815, the Company reclassified the fair value of these instruments on the date of this triggering event into equity. The Company calculated the fair value at the inception of those instruments, at September 30, 2014, and at the date of reclassification of the instruments into equity using the binomial option pricing model to determine the fair value. The following assumptions were used for the respective instruments: September 30, Reclassification Embedded conversion option At Inception 2014 Date Risk-free interest rate 3.13 % 3.21 % 1.47 % Expected life of options (years) 29.58 29.48 29.00 Annualized volatility 100.71 % 100.07 % 102.14 % Stock price $ 1.04 $ 0.72 $ 0.84 Dividend rate 0.00 % 0.00 % 0.00 % Reclassification Warrants At Inception Date Risk-free interest rate 1.46 % 1.47 % Expected life of options (years) 5.00 4.81 Annualized volatility 100.21 % 102.14 % Stock price $ 0.79 $ 0.84 Dividend rate 0.00 % 0.00 % Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the periods ended September 30, 2015 and 2014. |
Derivative Liabilities | m) Derivative Liabilities The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815. The result of this accounting treatment is that the fair value of the embedded derivative is marked- to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within 12 months of the balance sheet date. From time to time, certain of the Companys embedded conversion features on debt and outstanding warrants have been treated as derivative liabilities for accounting purposes under ASC 815 due to insufficient authorized shares to fully settle conversion features of the instruments if exercised. In this case, the Company utilized the latest inception date sequencing method to reclassify outstanding instruments as derivative instruments. These contracts were recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled. These derivative instruments do not trade in an active securities market. The Company uses the binomial option pricing model to value derivative liabilities. This model uses Level 3 inputs in the fair value hierarchy established by ASC 820 Fair Value Measurement. |
Recent Accounting Pronouncements | n) Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("ASU 2014-12"). ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company is currently evaluating the impact this guidance will have on its financial condition, results of operations and cash flows. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 will explicitly require management to assess an entitys ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. The Company is currently evaluating the impact this guidance will have on its financial condition, results of operations and cash flows. In May, 2014, the FASB and the International Accounting Standards Board (IASB) issued a converged standard on revenue recognition from contracts with customers, ASU 2014-09 (Topic 606 and IFRS 15). This standard will supersede nearly all existing revenue recognition guidance. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is currently evaluating the impact this guidance will have on its financial condition, results of operations and cash flows. In April 2015, the Financial Accounting Standards Board (FASB), issued the Accounting Standards Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs, that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. For public business entities, the final guidance will be effective for fiscal years beginning after December 15, 2015, however, early adoption (including in interim periods) is permitted. Upon adoption, an entity must apply the new guidance retrospectively to all prior periods presented in the financial statements. An entity is also required in the year of adoption to provide certain disclosures about the change in accounting principle, including the nature of and reason for the change, the transition method, a description of the prior-period information that has been retrospectively adjusted and the effect of the change on the financial statement line items (that is, debt issuance cost asset and the debt liability). The Company plans to adopt this standard beginning October 1, 2016. The Company is currently evaluating the impact this guidance will have on its financial condition, results of operations and cash flows. Other than noted above, the Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow. |
Restatement of prior year | o) Restatement of prior year Our Form 10-K for the comparative period ended September 30, 2014 contained an error relating to the accounting for Convertible Debentures issued on March 13, 2014 (the Convertible Debentures), which contained a beneficial conversion feature. In connection with the issuance of Convertible Debentures, under the guidance of ASC 740-10, the recognition of a beneficial conversion feature for accounting purposes, which is initially recognized in equity at the inception of the related contract, effectively creates a temporary difference for tax purposes which must be recognized as a deferred income tax liability, with an offsetting adjustment to additional paid-in capital. Further, based on the fact that the reversal of the deferred tax liability would be viewed as a source of income pursuant to ASC 740, the Company was able to reduce its existing valuation allowance against deferred income tax assets available to offset such liability. As such, the net effect of such accounting would result in a reduction in additional paid-in capital and a corresponding recognition of a deferred income tax benefit on the consolidated statement of operations. We believe that the errors in the Form 10-K for the year ended September 30, 2014 do not cause the financial statements included therein to be misleading, and therefore such financial statements can still be relied upon. However, we have corrected such errors, including any related disclosures, in this Form 10-K. The impact for the year ended September 30, 2014, was an increase in deferred income tax recovery of $1.4 million, and decrease in additional paid in capital of $1.4 million. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of assumptions used for the respective instruments: | September 30, Reclassification Embedded conversion option At Inception 2014 Date Risk-free interest rate 3.13 % 3.21 % 1.47 % Expected life of options (years) 29.58 29.48 29.00 Annualized volatility 100.71 % 100.07 % 102.14 % Stock price $ 1.04 $ 0.72 $ 0.84 Dividend rate 0.00 % 0.00 % 0.00 % Reclassification Warrants At Inception Date Risk-free interest rate 1.46 % 1.47 % Expected life of options (years) 5.00 4.81 Annualized volatility 100.21 % 102.14 % Stock price $ 0.79 $ 0.84 Dividend rate 0.00 % 0.00 % |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipmemnt | September 30, 2015 Accumulated Cost Depreciation Net Computer equipment $ 3,015 $ 1,763 $ 1,252 September 30, 2014 Accumulated Cost Depreciation Net Computer equipment $ 3,015 $ 768 $ 2,247 |
Promissory Notes Payable (Table
Promissory Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Promissory Notes Payable Tables | |
Schedule of promissory notes payable | Promissory Notes Payable 2015 2014 Promissory note dated December 31, 2012 with a principal balance of CDN$100,000 bearing interest at 12% per annum, due on September 30, 2014 $ - $ 89,618 Promissory note dated January 9, 2013 with a principal balance of CDN$86,677, bearing interest at 12% per annum, secured by all the present and future assets of the Company; due on demand 64,630 77,679 Promissory note dated January 9, 2013 with a principal balance of CDN$27,639, bearing interest at 12% per annum, secured by all the present and future assets of the Company; due on demand 20,608 24,768 $ 85,238 $ 192,065 |
Non-interest Bearing Liabilit25
Non-interest Bearing Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of non-interest bearing liabilities. | Non-interest bearing liabilities consists of the following: 2015 2014 Senior Convertible Debentures $ 332 $ 263,727 Derivative Financial Instruments - 5,456,000 $ 332 $ 5,719,727 Senior Convertible Debentures 2015 2014 Senior Convertible Debentures, non-interest bearing, unsecured, due March 18, 2044 6,144 7,446,044 Less: Debt Discount (5,812 ) (7,182,317 ) Total carrying value 332 263,727 Less: current portion - - Long term liability $ 332 $ 263,727 |
Schedule of issuance of the debentures in connection with purchase warrants | In connection with the issuance of the Debentures, the Company issued an aggregate of 16,916,666 share purchase warrants as follows: Non- Purchasers purchasers Total Series A Warrants 8,333,333 125,000 8,458,333 Series B Warrants 8,333,333 125,000 8,458,333 16,666,666 250,000 16,916,666 |
Schedule of purchaser and non-purchaser warrants at issuance was determined using the Black Scholes option pricing model | The fair value of the Purchaser and Non-Purchaser warrants at issuance was determined using the Black Scholes option pricing model with the following weighted average assumptions: Risk-free interest rate 1.56 % Expected life (years) 5.00 Expected volatility 97.16 % Stock price $ 1.76 Dividend yields 0.00 % |
Schedule of fair value by using binomial option pricing model | The Company calculated the fair value of the amended Debentures by discounting future cash flows using rates representative of current borrowing rates for debt instruments without a conversion feature and by using the binomial option pricing model to determine the fair value of the conversion features, using the following assumptions: Risk-free interest rate 3.13 % Expected life (years) 29.58 Expected volatility 100.71 % Stock Price $ 1.028 Dividend yields 0.00 % |
Schedule of liabilities at fair values | As a result of the application of ASC 815, the Company has recorded these liabilities at their fair values as follows: September 30, 2014 2013 Balance, beginning of the period $ 904,000 $ - Fair value at issuance 8,277,000 919,000 Change in fair value during the year (2,956,000 ) (15,000 ) Reclassification to equity upon change in triggering events (221,000 ) - Transfer to equity upon exercise (548,000 ) - Balance, end of the period $ 5,456,000 $ 904,000 |
Schedule of embedded conversion features and warrants accounted for as derivative financial instruments have no observable market | The embedded conversion features and warrants accounted for as derivative financial instruments have no observable market and the Company estimated their fair values at their reclassification dates and September 30, 2014 using the binomial option pricing model based on the following weighted average management assumptions: Reclassification September Risk-free interest rate 1.47 % 3.21 % Expected life (years) 24.75 29.48 Expected volatility 102.14 % 100.07 % Stock price $ 0.84 $ 0.736 Dividend yields 0.00 % 0.00 % |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of purchase warrants outstanding | A summary of the Companys share purchase warrants outstanding is presented below: Weighted Average Number of Shares Exercise Price Balance, October 1, 2013 2,287,371 $ 3.00 Expired (675,128 ) $ 3.00 Issued 17,116,667 $ 1.44 Balance, September 30, 2014 18,728,910 $ 1.59 Expired (62,500 ) $ 1.40 Exercised (15,468,520 ) $ 1.43 Issued 1,075,000 $ 0.76 Balance, September 30, 2015 4,272,890 $ 2.11 |
Schedule of exercisable share purchase warrants outstanding | At September 30, 2015, the Company has 4,272,890 currently exercisable share purchase warrants outstanding as follows: Number Exercise Price Expiry Date 1,612,242 $ 3.00 July 5, 2018 30,000 $ 4.00 February 24, 2019 700,994 $ 1.20 March 13, 2019 1,872,154 $ 1.68 March 13, 2019 12,500 $ 1.24 May 31, 2019 45,000 $ 1.00 July 31, 2019 4,272,890 |
Schedule of outstanding stock purchase options | A summary of the status of Companys outstanding stock purchase options for the years ended September 30, 2015 and 2014 is presented below: Weighted Weighted Average Number of Average Grant Date fair Shares Exercise Price value Outstanding at October 1, 2013 768,750 $ 5.04 Expired (176,250 ) $ 10.80 Granted 200,000 $ 1.28 $ 1.00 Outstanding at September 30, 2014 792,500 $ 2.82 Forfeited (67,500 ) $ 12.00 Granted 1,097,500 $ 2.02 $ 1.66 Outstanding at September 30, 2015 1,822,500 $ 2.00 Exercisable at September 30, 2015 825,002 $ 1.78 Exercisable at September 30, 2014 525,000 $ 2.22 |
Schedule stock options outstanding | At September 30, 2015, the following stock options were outstanding: Number of Shares Aggregate Remaining Number Exercise Intrinsic Contractual Total Vested Price Expiry Date Value Life (yrs) 25,000 (1) 25,000 $ 14.68 March 30, 2016 $ - 0.50 500,000 (2) 500,000 $ 1.60 July 5, 2023 2,020,000 7.77 75,000 (3) 25,000 $ 1.20 May 7, 2024 333,000 8.61 125,000 (4) 31,250 $ 1.32 May 8, 2024 540,000 8.61 718,750 (5) 239,585 $ 0.92 April 2, 2025 3,392,500 9.51 50,000 (6) 4,167 $ 1.44 June 8, 2025 210,000 9.70 50,000 (7) - $ 1.68 June 15, 2025 194,000 9.72 278,750 (8) - $ 5.04 September 18, 2025 167,250 9.98 1,822,500 825,002 $ 6,856,750 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted market price of the Companys stock for the options that were in-the-money at September 30, 2015. (1) As of September 30, 2015 and 2014, these options had fully vested. These options were granted during the year ended September 30, 2011 and vested over a period of one year from the date of grant. The fair value of these options at issuance was calculated to be $267,000. The Company did not recognize any stock-based compensation during the year ended September 30, 2015 (2014: $Nil). (2) As of September 30, 2015 and 2014 these options had fully vested. These options were granted during the year ended September 30, 2013 and vested immediately upon granting. The Company did not recognize any stock-based compensation during the year ended September 30, 2015 (2014: $Nil) in connection with these options. (3) As of September 30, 2015 and 2014, 25,000 of these options had vested. These options were issued during the year ended September 30, 2014 and vest annually over a three year period commencing on the first anniversary of the date of the grant. The Company recognized stock based compensation expense of $23,132 during the year ended September 30, 2015 (2014: $9,252) in connection with these options. These amounts have been included in general and administrative expenses on the Companys statement of operations. (4) As of September 30, 2015 and 2014, 31,250 of these options had vested. These options were issued during the year ended September 30, 2014 and vest annually over a four year period commencing on the first anniversary of the date of the grant. The Company recognized stock based compensation expense of $31,950 during the year ended September 30, 2015 (2014: $16,905) in connection with these options. (5) As of September 30, 2015, 239,585 of these options had vested (2014: None of these options had vested). These options were issued during the year ended September 30, 2015 and vest in three equal installments on April 2, 2015, April 2, 2016 and April 2, 2017. The Company recognized stock based compensation expense of $255,747 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Companys statement of operations (6) As of September 30, 2015, 4,167 of these options had vested. These options were issued during the year ended September 30, 2015 and vest quarterly over a three year period commencing on September 8, 2015. The Company recognized stock based compensation expense of $5,981 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Companys statement of operations. (7) As of September 30, 2015 and 2014, none of these options had vested. These options were issued during the year ended September 30, 2015 and vest over a three year period from the date of grant. The Company recognized stock based compensation expense of $6,863 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Companys statement of operations. (8) As of September 30, 2015 and 2014, none of these options had vested. These options were issued during the year ended September 30, 2015 and vest over a three year period from the date of grant. The Company recognized stock based compensation expense of $17,899 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Companys statement of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Income Taxes Tables | |
Schedule of deferred tax assets and liabilities | The tax effects of the temporary differences that give rise to the Companys estimated deferred tax assets and liabilities are as follows: 2015 2014 (As restated) Tax rate 34 % 34 % Net operating loss carryforwards $ 9,177,000 $ 8,270,000 Research and development tax credits 794,000 745,000 Foreign exchange (10,000 ) (23,000 ) Unpaid charges 832,000 170,000 Intangible asset costs 64,000 70,000 Stock-based compensation 581,000 441,000 Valuation allowance for deferred tax assets (11,438,000 ) (9,673,000 ) Net deferred tax assets $ - $ - |
Schedule of statutory income tax rate | The provision for income taxes differ from the amount established using the statutory income tax rate as follows: 2015 2014 (As Restated) Income benefit at statutory rate of 34% $ (4,117,000 ) $ (3,865,000 ) Foreign income taxed at other rates 80,000 13,000 Permanent differences Effect of stock based compensation - 202,000 Debt extinguishment (29,000 ) 2,736,000 Mark-to-market deriative liability adjustment 193,000 (994,000 ) Non-deductible finance and accretion expenses 1,511,000 808,000 Other permanent differences (5,000 ) (16,000 ) Research and development tax credit 502,000 (26,000 ) Adjustment and true up to prior years' tax provision 100,000 14,000 Change in valuation allowance related to current year provision 1,765,000 2,528,000 Income Tax Recovery $ - $ 1,400,000 |
Business Description and Basi28
Business Description and Basis of Presentation (Details Narrative) - $ / shares | Oct. 07, 2015 | Sep. 30, 2015 | Mar. 26, 2015 | Sep. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Reverse stock split | 1:04 | |||
Common stock, shares authorized | 400,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | |
Summary Of Significant Accounting Policies Details Narrative | ||
Depreciation rate | 0.33 | |
Potentially dilutive common shares related to outstanding options, warrants, and convertible debentures | shares | 6,101,534 | 26,967,454 |
Deferred income tax recovery | $ (1,400,000) | |
Decrease in additional paid in capital | $ 1,400,000 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details) - $ / shares | Mar. 26, 2015 | Oct. 22, 2014 | Sep. 30, 2014 |
Stock price | $ 2 | ||
Warrant [Member] | |||
Risk-free interest rate | 1.47% | 3.13% | 3.21% |
Expected life of options (years) | 24 years 9 months | 29 years 6 months 29 days | 29 years 5 months 23 days |
Annualized volatility | 102.14% | 100.71% | 100.07% |
Stock price | $ 0.84 | $ 1.04 | $ 0.736 |
Dividend rate | 0.00% | 0.00% | 0.00% |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details 1) - $ / shares | Mar. 26, 2015 | Oct. 22, 2014 | Sep. 30, 2014 |
Stock price | $ 2 | ||
Warrant [Member] | |||
Risk-free interest rate | 1.47% | 3.13% | 3.21% |
Expected life of options (years) | 24 years 9 months | 29 years 6 months 29 days | 29 years 5 months 23 days |
Annualized volatility | 102.14% | 100.71% | 100.07% |
Stock price | $ 0.84 | $ 1.04 | $ 0.736 |
Dividend rate | 0.00% | 0.00% | 0.00% |
10/14 Purchase Agreement [Member] | Investor [Member] | Warrant [Member] | |||
Risk-free interest rate | 1.47% | 1.46% | |
Expected life of options (years) | 4 years 9 months 21 days | 5 years | |
Annualized volatility | 102.14% | 100.21% | |
Stock price | $ 0.84 | $ 0.79 | |
Dividend rate | 0.00% | 0.00% |
Equipment (Details)
Equipment (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Property, Plant and Equipment [Line Items] | ||
Net | $ 1,252 | $ 2,247 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3,015 | 3,015 |
Accumulated Depreciation | 1,763 | 768 |
Net | $ 1,252 | $ 2,247 |
Promissory Notes Payable (Detai
Promissory Notes Payable (Details Narrative) | Jan. 09, 2013USD ($) | Dec. 31, 2012USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015CAD | Sep. 30, 2014USD ($) | Jan. 09, 2013CAD | Dec. 31, 2012CAD |
Principal balance | $ 6,144 | $ 7,446,044 | |||||
12% Promissory Note Due September 30, 2014 [Member] | |||||||
Principal balance | $ 89,618 | ||||||
Previously maturity date | Jun. 30, 2013 | ||||||
12% Promissory Note Due September 30, 2014 [Member] | Canada, Dollars [Member] | |||||||
Principal balance | CAD | CAD 100,000 | CAD 100,000 | |||||
12% Promissory Note [Member] | |||||||
Principal balance | $ 64,630 | ||||||
Maturity date | Jun. 30, 2013 | ||||||
Late fees, per day per note | $ 100 | ||||||
Additional late fees, per day per note | 500 | ||||||
12% Promissory Note [Member] | Canada, Dollars [Member] | |||||||
Principal balance | CAD | 86,677 | CAD 86,677 | |||||
12% Promissory Note [Member] | |||||||
Principal balance | $ 20,608 | ||||||
Maturity date | Jun. 30, 2013 | ||||||
Late fees, per day per note | $ 100 | ||||||
Additional late fees, per day per note | $ 500 | ||||||
12% Promissory Note [Member] | Canada, Dollars [Member] | |||||||
Principal balance | CAD | CAD 27,639 | CAD 27,639 |
Promissory Notes Payable (Det34
Promissory Notes Payable (Details) | 12 Months Ended | ||||||
Sep. 30, 2015USD ($) | Sep. 30, 2015CAD | Sep. 30, 2014USD ($) | Jan. 09, 2013USD ($) | Jan. 09, 2013CAD | Dec. 31, 2012USD ($) | Dec. 31, 2012CAD | |
Total promissory notes payable | $ 85,238 | $ 192,065 | |||||
Principal balance | $ 6,144 | 7,446,044 | |||||
12% Promissory Note Due September 30, 2014 [Member] | |||||||
Total promissory notes payable | 89,618 | ||||||
Debt instrument, issuance date | Dec. 31, 2012 | ||||||
Principal balance | $ 89,618 | ||||||
12% Promissory Note Due September 30, 2014 [Member] | Canada, Dollars [Member] | |||||||
Principal balance | CAD | CAD 100,000 | CAD 100,000 | |||||
12% Promissory Note [Member] | |||||||
Total promissory notes payable | $ 64,630 | 77,679 | |||||
Debt instrument, issuance date | Jan. 9, 2013 | ||||||
Principal balance | $ 64,630 | ||||||
Description of collateral | Secured by all the present and future assets of the Company; due on demand. | ||||||
12% Promissory Note [Member] | Canada, Dollars [Member] | |||||||
Principal balance | CAD | 86,677 | CAD 86,677 | |||||
12% Promissory Note [Member] | |||||||
Total promissory notes payable | $ 20,608 | $ 24,768 | |||||
Debt instrument, issuance date | Jan. 9, 2013 | ||||||
Principal balance | $ 20,608 | ||||||
Description of collateral | Secured by all the present and future assets of the Company; due on demand. | ||||||
12% Promissory Note [Member] | Canada, Dollars [Member] | |||||||
Principal balance | CAD | CAD 27,639 | CAD 27,639 |
Deferred Grant Income (Details
Deferred Grant Income (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Deferred Revenue Disclosure [Abstract] | ||
Awarded grant funding amount | $ 286,455 | |
Deferred grant income | $ 71,614 |
Non-interest Bearing Liabilit36
Non-interest Bearing Liabilities (Details Narrative) | Aug. 25, 2014USD ($)$ / shares | Mar. 13, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($)N$ / sharesshares | Sep. 30, 2014USD ($)N$ / sharesshares | Sep. 30, 2013shares | Oct. 07, 2015shares | Mar. 26, 2015shares |
Aggregate principal amount | $ 6,144 | $ 7,446,044 | |||||
Conversion price (in dollars per share) | $ / shares | $ 1 | $ 1.20 | |||||
Amended conversion price (in dollars per share) | $ / shares | $ 1 | ||||||
Debt discount issuance | $ 5,812 | $ 7,182,317 | |||||
Loss on extinguishment of debt | $ 84,842 | $ (8,539,759) | |||||
Number of equity instrument issued upon conversion | N | 7,272,487 | 1,594,607 | |||||
Additional number of equity instrument issued upon conversion | shares | 167,415 | ||||||
Debt beneficial conversion feature | $ 7,439,900 | $ 1,913,528 | |||||
Accretion expense | $ 4,515,987 | $ 1,917,615 | |||||
Common Stock, authorized previously | shares | 37,500,000 | ||||||
Common Stock, authorized | shares | 100,000,000 | 100,000,000 | 400,000,000 | 100,000,000 | |||
Securities Purchase Agreement [Member] | Senior Convertible Debentures Due March 18, 2044 [Member] | |||||||
Aggregate principal amount | $ 10,000,000 | ||||||
Description of conversion terms | Convertible, in whole or in part, at the option of the holder into common shares of the Company. | ||||||
Conversion price (in dollars per share) | $ / shares | $ 1.20 | ||||||
Amended conversion price (in dollars per share) | $ / shares | $ 1 | ||||||
Debt discount issuance | $ 5,989,900 | ||||||
Debt beneficial conversion feature discount | 4,010,100 | ||||||
Deferred income tax liability | 1,400,000 | ||||||
Total debt discount issuance (effective interest method) | 10,000,000 | ||||||
Finder's fees and other financing costs | 788,712 | ||||||
Remaining unamortized financing costs | $ 1,110,568 | ||||||
Securities Purchase Agreement [Member] | Senior Convertible Debentures Due March 18, 2044 [Member] | Warrant [Member] | |||||||
Number of warrant issued | shares | 16,916,666 | 1,612,242 | |||||
Securities Purchase Agreement [Member] | Senior Convertible Debentures Due March 18, 2044 [Member] | Warrant [Member] | Purchasers [Member] | |||||||
Number of warrant issued | shares | 16,666,666 | ||||||
Fair value | $ 22,326,200 | ||||||
Securities Purchase Agreement [Member] | Senior Convertible Debentures Due March 18, 2044 [Member] | Warrant [Member] | Non - Purchasers [Member] | |||||||
Number of warrant issued | shares | 250,000 | ||||||
Fair value | $ 334,900 | ||||||
Securities Purchase Agreement [Member] | Senior Convertible Debentures Due March 18, 2044 [Member] | Series A Warrant [Member] | |||||||
Number of warrant issued | shares | 8,458,333 | ||||||
Number of common shares called by each | shares | 1 | ||||||
Exercise price (in dollars per shares) | $ / shares | $ 1.20 | ||||||
Exercisable date | Mar. 18, 2019 | ||||||
Securities Purchase Agreement [Member] | Senior Convertible Debentures Due March 18, 2044 [Member] | Series A Warrant [Member] | Purchasers [Member] | |||||||
Number of warrant issued | shares | 8,333,333 | ||||||
Securities Purchase Agreement [Member] | Senior Convertible Debentures Due March 18, 2044 [Member] | Series A Warrant [Member] | Non - Purchasers [Member] | |||||||
Number of warrant issued | shares | 125,000 | ||||||
Securities Purchase Agreement [Member] | Senior Convertible Debentures Due March 18, 2044 [Member] | Series B Warrant [Member] | |||||||
Number of warrant issued | shares | 8,458,333 | ||||||
Number of common shares called by each | shares | 1 | ||||||
Exercise price (in dollars per shares) | $ / shares | $ 1.68 | ||||||
Exercisable date | Mar. 18, 2019 | ||||||
Securities Purchase Agreement [Member] | Senior Convertible Debentures Due March 18, 2044 [Member] | Series B Warrant [Member] | Purchasers [Member] | |||||||
Number of warrant issued | shares | 8,333,333 | ||||||
Securities Purchase Agreement [Member] | Senior Convertible Debentures Due March 18, 2044 [Member] | Series B Warrant [Member] | Non - Purchasers [Member] | |||||||
Number of warrant issued | shares | 125,000 | ||||||
Amended Registration Rights Agreement ( the Debenture Amendment) [Member] | Amended Senior Convertible Debentures Due March 18, 2044 [Member] | |||||||
Amended conversion price (in dollars per share) | $ / shares | $ 1 | $ 1 | |||||
Abandon accrued liquidating damages | $ 459,912 | ||||||
Loss on extinguishment of debt | 8,099,137 | ||||||
Aggregate carrying values over fair value | $ 906 | ||||||
Number of equity instrument issued upon conversion | N | 7,272,487 | ||||||
Additional number of equity instrument issued upon conversion | shares | 167,415 | ||||||
Debt beneficial conversion feature | $ 7,439,900 | ||||||
Net gains on debt conversion | $ 84,842 |
Non-interest Bearing Liabilit37
Non-interest Bearing Liabilities (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Long term debt | $ 332 | $ 5,719,727 |
Senior Convertible Debentures Due March 18, 2044 [Member] | ||
Long term debt | $ 332 | 263,727 |
Derivative Financial Instruments [Member] | ||
Long term debt | $ 5,456,000 |
Non-interest Bearing Liabilit38
Non-interest Bearing Liabilities (Details 1) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Debt Disclosure [Abstract] | ||
Senior Convertible Debentures, non-interest bearing, unsecured, due March 18, 2044 | $ 6,144 | $ 7,446,044 |
Less: Debt Discount | (5,812) | (7,182,317) |
Total carrying value | $ 332 | $ 263,727 |
Less: current portion | ||
Long term liability | $ 332 | $ 5,719,727 |
Non-interest Bearing Liabilit39
Non-interest Bearing Liabilities (Details 2) - Securities Purchase Agreement [Member] - Senior Convertible Debentures Due March 18, 2044 [Member] - shares | Mar. 13, 2014 | Sep. 30, 2013 |
Series A Warrant [Member] | ||
Number of warrant issued | 8,458,333 | |
Series B Warrant [Member] | ||
Number of warrant issued | 8,458,333 | |
Warrant [Member] | ||
Number of warrant issued | 16,916,666 | 1,612,242 |
Purchasers [Member] | Series A Warrant [Member] | ||
Number of warrant issued | 8,333,333 | |
Purchasers [Member] | Series B Warrant [Member] | ||
Number of warrant issued | 8,333,333 | |
Purchasers [Member] | Warrant [Member] | ||
Number of warrant issued | 16,666,666 | |
Non - Purchasers [Member] | Series A Warrant [Member] | ||
Number of warrant issued | 125,000 | |
Non - Purchasers [Member] | Series B Warrant [Member] | ||
Number of warrant issued | 125,000 | |
Non - Purchasers [Member] | Warrant [Member] | ||
Number of warrant issued | 250,000 |
Non-interest Bearing Liabilit40
Non-interest Bearing Liabilities (Details 3) - $ / shares | Mar. 26, 2015 | Oct. 22, 2014 | Mar. 13, 2014 | Sep. 30, 2014 |
Stock price | $ 2 | |||
Warrant [Member] | ||||
Risk-free interest rate | 1.47% | 3.13% | 3.21% | |
Expected life (years) | 24 years 9 months | 29 years 6 months 29 days | 29 years 5 months 23 days | |
Expected volatility | 102.14% | 100.71% | 100.07% | |
Stock price | $ 0.84 | $ 1.04 | $ 0.736 | |
Dividend yields | 0.00% | 0.00% | 0.00% | |
Securities Purchase Agreement [Member] | Senior Convertible Debentures Due March 18, 2044 [Member] | Warrant [Member] | ||||
Risk-free interest rate | 1.56% | |||
Expected life (years) | 5 years | |||
Expected volatility | 97.16% | |||
Stock price | $ 1.76 | |||
Dividend yields | 0.00% |
Non-interest Bearing Liabilit41
Non-interest Bearing Liabilities (Details 4) - $ / shares | Oct. 22, 2014 | Sep. 30, 2014 |
Stock Price | $ 2 | |
Senior Convertible Debentures Due March 18, 2044 [Member] | Amended Registration Rights Agreement ( the Debenture Amendment) [Member] | ||
Risk-free interest rate | 3.13% | |
Expected life (years) | 29 years 6 months 29 days | |
Expected volatility | 100.71% | |
Stock Price | $ 1.028 | |
Dividend yields | 0.00% |
Non-interest Bearing Liabilit42
Non-interest Bearing Liabilities (Details 5) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Change in fair value during the year | $ (567,000) | $ 2,956,000 | |
Other Income [Member] | Warrant [Member] | |||
Balance, beginning of the period | $ 5,456,000 | 904,000 | |
Fair value at issuance | 8,277,000 | $ 919,000 | |
Change in fair value during the year | (2,956,000) | $ (15,000) | |
Reclassification to equity upon change in triggering events | (221,000) | ||
Transfer to equity upon exercise | (548,000) | ||
Balance, end of the period | $ 5,456,000 | $ 904,000 |
Non-interest Bearing Liabilit43
Non-interest Bearing Liabilities (Details 6) - $ / shares | Mar. 26, 2015 | Oct. 22, 2014 | Sep. 30, 2014 |
Stock price | $ 2 | ||
Warrant [Member] | |||
Risk-free interest rate | 1.47% | 3.13% | 3.21% |
Expected life (years) | 24 years 9 months | 29 years 6 months 29 days | 29 years 5 months 23 days |
Expected volatility | 102.14% | 100.71% | 100.07% |
Stock price | $ 0.84 | $ 1.04 | $ 0.736 |
Dividend yields | 0.00% | 0.00% | 0.00% |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Mar. 26, 2015 | Mar. 16, 2015 | Oct. 22, 2014 | Feb. 28, 2014 | Feb. 24, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Oct. 07, 2015 |
Common stock, authorized previously | 37,500,000 | |||||||
Common Stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | 400,000,000 | ||||
Number of shares for common stock to be issued | 1,830,000 | 610,000 | ||||||
Number of shares for incorrect conversion price | 167,415 | |||||||
Directors and Officers [Member] | ||||||||
Number of shares for common stock to be issued | 750,000 | 250,000 | ||||||
First Share Unit [Member] | ||||||||
Number of shares issued | 30,000 | |||||||
Number of shares issued, gross value | $ 60,000 | |||||||
Description of components unit | Each unit consisted of one common share and one common share purchase warrant. | |||||||
Stock unit price (in dollars per unit) | $ 2 | |||||||
Additional common shares stock price (in dollars per share) | $ 4 | |||||||
Share unit term | 5 years | |||||||
Second Share Unit [Member] | ||||||||
Number of shares issued | 125,000 | |||||||
Number of shares issued, gross value | $ 150,000 | |||||||
Description of components unit | Each unit consisted of one common share and one common share purchase warrant. | |||||||
Stock unit price (in dollars per unit) | $ 1.20 | |||||||
Additional common shares stock price (in dollars per share) | $ 3 | |||||||
Share unit term | 5 years | |||||||
Third Share Unit [Member] | ||||||||
Number of shares issued | 25,000 | |||||||
Number of shares issued, gross value | $ 30,000 | |||||||
Description of components unit | Each unit consisted of one common share and one common share purchase warrant. | |||||||
Stock unit price (in dollars per unit) | $ 1.20 | |||||||
Additional common shares stock price (in dollars per share) | $ 3 | |||||||
Share unit term | 5 years | |||||||
Warrant [Member] | ||||||||
Risk-free interest rate | 1.47% | 3.13% | 3.21% | |||||
Expected life of options | 24 years 9 months | 29 years 6 months 29 days | 29 years 5 months 23 days | |||||
Annualized volatility | 102.14% | 100.71% | 100.07% | |||||
Dividend rate | 0.00% | 0.00% | 0.00% | |||||
Securities Purchase Agreement [Member] | Investor [Member] | ||||||||
Number of shares issued | 500,000 | |||||||
Stock price (in dollars per share) | $ 1 | $ 1 | ||||||
Finder's fees and other financing costs | $ 50,000 | |||||||
Number of shares issued pursuant to favored nations provision | 658,612 | |||||||
Securities Purchase Agreement [Member] | Investor [Member] | Warrant [Member] | ||||||||
Number of warrant exercisable | 527,000 | |||||||
Fair value | $ 2,000 | |||||||
Fair value allocated to equity transaction | $ 29,000 | |||||||
Securities Purchase Agreement [Member] | Investor [Member] | Series A Warrant [Member] | ||||||||
Exercise price (in dollars per shares) | $ 1.20 | |||||||
Number of warrant exercisable | 500,000 | |||||||
Securities Purchase Agreement [Member] | Investor [Member] | Series B Warrant [Member] | ||||||||
Exercise price (in dollars per shares) | $ 1.68 | |||||||
Number of warrant exercisable | 500,000 | |||||||
10/14 Purchase Agreement [Member] | Investor [Member] | Warrant [Member] | ||||||||
Number of shares issued | 1,000,000 | |||||||
Warrant term | 5 years | |||||||
Risk-free interest rate | 1.47% | 1.46% | ||||||
Expected life of options | 4 years 9 months 21 days | 5 years | ||||||
Annualized volatility | 102.14% | 100.21% | ||||||
Dividend rate | 0.00% | 0.00% |
Lincoln Park Purchase Agreeme45
Lincoln Park Purchase Agreement (Details Narrative) - USD ($) | Jul. 05, 2013 | Sep. 30, 2015 | Sep. 30, 2014 |
Direct expenses adjusted to additional paid in capital | $ 2,452 | ||
Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||
Total number of shares obligated to purchase | 10,000,000 | ||
Agreement term | 25 months | ||
Description of purchases price | The purchase price of the shares that may be sold to Lincoln Park under the Purchase Agreement will be based on the market price of the Companys shares of common stock immediately preceding the time of sale without any fixed discount, provided that in no event will such shares be sold to Lincoln Park when the closing sale price is less than $2.00 per share. There are no upper limits on the per share price that Lincoln Park may pay to purchase such common stock. The purchase price will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or similar transaction occurring during the business days used to compute such price. | ||
Initially number of shares obligated to purchase | 62,500 | ||
Initially number of shares obligated to purchase, value | $ 100,000 | ||
Number of shares issued | 85,465 | 1,852,144 | 100,628 |
Pro rata basic number of shares obligated to purchase | 33,352 | ||
Direct expenses adjusted to additional paid in capital | $ 73,787 | ||
Number of shares issued for aggregate purchase price | 1,825,000 | 100,000 | |
Number of shares issued for aggregate purchase price, value | $ 8,127,265 | $ 188,170 | |
Number of shares issued for commitment | 27,144 | 628 | |
Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | Subsequent Event [Member] | |||
Number of shares issued | 296,104 | ||
Number of shares issued for aggregate purchase price | 290,523 | ||
Number of shares issued for aggregate purchase price, value | $ 1,684,565 | ||
Number of shares issued for commitment | 5,581 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
General and administrative expenses | $ 2,690,659 | $ 1,041,140 | |
Common stock vested awards | $ 250,000 | ||
Common shares to be issued | |||
Second Stock Option [Member] | |||
Recognized stock based compensation expense | $ 1,002,500 | ||
Number of vested shares | 500,000 | 500,000 | |
Exercise Price | $ 1.6 | $ 1.6 | |
Expiry date | Jul. 5, 2023 | Jul. 5, 2023 | |
Restricted Common Stock [Member] | |||
Non-cash stock option compensation charges | $ 1,220,000 | $ 610,000 | |
Common stock vested awards | 500,000 | 250,000 | |
Additional compensation obligations associated with vesting | $ 1,128,064 | ||
Fair value of non-cash stock compensation charges per share | $ 2.44 | ||
Common shares to be issued | $ 1,000,000 | ||
Directors and Officers [Member] | |||
Non-cash stock option compensation charges | 331,095 | ||
Recognized stock based compensation expense | 2,348,064 | ||
Accounts payable and accrued liabilities | $ 33,000 | $ 28,232 | |
Directors and Officers [Member] | Share-based Compensation Award, Tranche One [Member] | Restricted Common Stock [Member] | |||
Stock based compensation award vesting in percentage | 25.00% | ||
Description stock based compensation award vesting | Company starting a Phase Ib/IIb human study | ||
Common shares to be issued | $ 610,000 | ||
Directors and Officers [Member] | Share-based Compensation Award, Tranche Two [Member] | Restricted Common Stock [Member] | |||
Stock based compensation award vesting in percentage | 25.00% | ||
Description stock based compensation award vesting | Company in-licensing additional assets in clinical or pre-clinical stage. | ||
Common shares to be issued | $ 610,000 | ||
Directors and Officers [Member] | Share-based Compensation Award, Tranche Three [Member] | Restricted Common Stock [Member] | |||
Stock based compensation award vesting in percentage | 25.00% | ||
Description stock based compensation award vesting | Company securing additional non-dilutive equity funding in 2013 of at least $5,000,000 with a share price higher than the previous funding. | ||
Common shares to be issued | $ 610,000 | ||
Directors and Officers [Member] | Share-based Compensation Award, Tranche Four [Member] | Restricted Common Stock [Member] | |||
Stock based compensation award vesting in percentage | 25.00% | ||
Description stock based compensation award vesting | Company obtaining a listing on a major stock exchange. |
Commitments (Details Narrative)
Commitments (Details Narrative) - Purchase Warrants [Member] | 12 Months Ended |
Sep. 30, 2015USD ($)shares | |
Number of common shares called | 6,838,632 |
Number of warrant exercised | 12,371,245 |
Number of warrant exercisable | 4,272,890 |
Number of warrant expired | 1,612,242 |
Expiration date | Jul. 5, 2018 |
Description of cancellation policy | The Company may have the option to call for cancellation of all or any portion of the warrants for consideration equal to $0.001 per share, provided the quoted market price of the Companys common stock exceeds $6.00 for a period of twenty consecutive trading days, subject to certain minimum volume restrictions and other restrictions as provided in the warrant agreements. |
Consultant [Member] | |
Number of warrant issued | 12,500 |
Fair value | $ | $ 17,800 |
Risk-free interest rate | 1.83% |
Expected life (in years) | 3 years 10 months 24 days |
Expected volatility | 106.70% |
Dividend yields | 0.00% |
Vesting period | 3 years |
Stock based compensation expense | $ | $ 19,182 |
Commitments (Details Narrative
Commitments (Details Narrative 1) - 2015 Omnibus Incentive Plan [Member] - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Maximum number of common shares reserved for future issuance | 6,050,553 | |
First Stock Option [Member] | ||
Vesting period | 1 year | |
Fair value of options | $ 267,000 | |
Third Stock Option [Member] | ||
Vesting period | 3 years | |
Third Stock Option [Member] | General and Administrative Expense [Member] | ||
Stock based compensation expense | $ 23,132 | $ 9,252 |
Four Stock Option [Member] | ||
Vesting period | 4 years | |
Stock based compensation expense | $ 31,950 | $ 16,905 |
Fifth Stock Option [Member] | ||
Description of vesting period rights | Vest in three equal installments on April 2, 2015, April 2, 2016 and April 2, 2017. | |
Fifth Stock Option [Member] | General and Administrative Expense [Member] | ||
Stock based compensation expense | $ 255,747 | |
Six Stock Option [Member] | ||
Vesting period | 3 years | |
Description of vesting period rights | Vest quarterly over a three year period commencing on September 8, 2015. | |
Six Stock Option [Member] | General and Administrative Expense [Member] | ||
Stock based compensation expense | $ 5,981 | |
Seven Stock Option [Member] | ||
Vesting period | 3 years | |
Seven Stock Option [Member] | General and Administrative Expense [Member] | ||
Stock based compensation expense | $ 6,863 | |
Eight Stock Option [Member] | ||
Vesting period | 3 years | |
Eight Stock Option [Member] | General and Administrative Expense [Member] | ||
Stock based compensation expense | $ 17,899 |
Commitments (Details)
Commitments (Details) - Purchase Warrants [Member] - $ / shares | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Balance, at beginning | 18,728,910 | 2,287,371 |
Expired | (62,500) | (675,128) |
Exercised | (15,468,520) | |
Issued | 1,075,000 | 17,116,667 |
Balance, at end | 4,272,890 | 18,728,910 |
Share based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Outstanding Weighted Average Exercise Price [Rollforward] | ||
Balance, at beginning | $ 1.59 | $ 3 |
Expired | 1.4 | 3 |
Exercised | 1.43 | |
Issued | 0.76 | 1.44 |
Balance, at end | $ 2.11 | $ 1.59 |
Commitments (Details 1)
Commitments (Details 1) | 12 Months Ended |
Sep. 30, 2015$ / sharesshares | |
First Purchase Warrants [Member] | |
Number | 1,612,242 |
Exercise Price | $ / shares | $ 3 |
Expiry Date | Jul. 5, 2018 |
Second Purchase Warrants [Member] | |
Number | 30,000 |
Exercise Price | $ / shares | $ 4 |
Expiry Date | Feb. 24, 2019 |
Third Purchase Warrants [Member] | |
Number | 700,994 |
Exercise Price | $ / shares | $ 1.2 |
Expiry Date | Mar. 13, 2019 |
Four Purchase Warrants [Member] | |
Number | 1,872,154 |
Exercise Price | $ / shares | $ 1.68 |
Expiry Date | Mar. 13, 2019 |
Five Purchase Warrants [Member] | |
Number | 12,500 |
Exercise Price | $ / shares | $ 1.24 |
Expiry Date | May 31, 2019 |
Six Purchase Warrants [Member] | |
Number | 45,000 |
Exercise Price | $ / shares | $ 1 |
Expiry Date | Jul. 31, 2019 |
Purchase Warrants [Member] | |
Number | 4,272,890 |
Commitments (Details 2)
Commitments (Details 2) - 2015 Omnibus Incentive Plan [Member] - $ / shares | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning | 792,500 | 768,750 |
Expired | (67,500) | (176,250) |
Granted | 1,097,500 | 200,000 |
Outstanding at ending | 1,822,500 | 792,500 |
Exercisable at ending | 825,002 | 525,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding at beginning | $ 2.82 | $ 5.04 |
Expired | 12 | 10.8 |
Granted | 2.02 | 1.28 |
Outstanding at ending | 5.04 | 2.82 |
Exercisable at ending | 1.78 | 2.22 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Granted | $ 1.66 | $ 1 |
Commitments (Details 3)
Commitments (Details 3) - USD ($) | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2013 | Sep. 30, 2014 | ||
First Stock Option [Member] | ||||
Total Number of Shares | [1] | 25,000 | ||
Number of Vested Shares | 25,000 | |||
Exercise Price | $ 14.68 | |||
Expiry Date | Mar. 30, 2016 | |||
Aggregate Intrinsic Value | ||||
Remaining Contractual Life (in years) | 6 months | |||
Second Stock Option [Member] | ||||
Total Number of Shares | [2] | 500,000 | ||
Number of Vested Shares | 500,000 | 500,000 | ||
Exercise Price | $ 1.6 | $ 1.6 | ||
Expiry Date | Jul. 5, 2023 | Jul. 5, 2023 | ||
Aggregate Intrinsic Value | $ 2,020,000 | |||
Remaining Contractual Life (in years) | 7 years 9 months 7 days | |||
Third Stock Option [Member] | ||||
Total Number of Shares | [3] | 75,000 | ||
Number of Vested Shares | 25,000 | |||
Exercise Price | $ 1.2 | |||
Expiry Date | May 7, 2024 | |||
Aggregate Intrinsic Value | $ 333,000 | |||
Remaining Contractual Life (in years) | 8 years 7 months 10 days | |||
Four Stock Option [Member] | ||||
Total Number of Shares | [4] | 125,000 | ||
Number of Vested Shares | 31,250 | |||
Exercise Price | $ 1.32 | |||
Expiry Date | May 8, 2024 | |||
Aggregate Intrinsic Value | $ 540,000 | |||
Remaining Contractual Life (in years) | 8 years 7 months 10 days | |||
Five Stock Option [Member] | ||||
Total Number of Shares | [5] | 718,750 | ||
Number of Vested Shares | 239,585 | |||
Exercise Price | $ 0.92 | |||
Expiry Date | Apr. 2, 2025 | |||
Aggregate Intrinsic Value | $ 3,392,500 | |||
Remaining Contractual Life (in years) | 9 years 6 months 4 days | |||
Six Stock Option [Member] | ||||
Total Number of Shares | [6] | 50,000 | ||
Number of Vested Shares | 4,167 | |||
Exercise Price | $ 1.44 | |||
Expiry Date | Jun. 8, 2025 | |||
Aggregate Intrinsic Value | $ 210,000 | |||
Remaining Contractual Life (in years) | 9 years 8 months 12 days | |||
Seven Stock Option [Member] | ||||
Total Number of Shares | [7] | 50,000 | ||
Number of Vested Shares | ||||
Exercise Price | $ 1.68 | |||
Expiry Date | Jun. 15, 2025 | |||
Aggregate Intrinsic Value | $ 194,000 | |||
Remaining Contractual Life (in years) | 9 years 8 months 19 days | |||
Eight Stock Option [Member] | ||||
Total Number of Shares | [8] | 278,750 | ||
Number of Vested Shares | ||||
Exercise Price | $ 5.04 | |||
Expiry Date | Sep. 18, 2025 | |||
Aggregate Intrinsic Value | $ 167,250 | |||
Remaining Contractual Life (in years) | 9 years 11 months 23 days | |||
2015 Omnibus Incentive Plan [Member] | ||||
Total Number of Shares | 1,822,500 | 768,750 | 792,500 | |
Number of Vested Shares | 825,002 | |||
Exercise Price | $ 5.04 | $ 5.04 | $ 2.82 | |
Aggregate Intrinsic Value | $ 6,856,750 | |||
[1] | As of September 30, 2015 and 2014, these options had fully vested. These options were granted during the year ended September 30, 2011 and vested over a period of one year from the date of grant. The fair value of these options at issuance was calculated to be $267,000. The Company did not recognize any stock-based compensation during the year ended September 30, 2015 (2014: $Nil). | |||
[2] | As of September 30, 2015 and 2014 these options had fully vested. These options were granted during the year ended September 30, 2013 and vested immediately upon granting. The Company did not recognize any stock-based compensation during the year ended September 30, 2015 (2014: $Nil) in connection with these options. | |||
[3] | As of September 30, 2015 and 2014, 25,000 of these options had vested. These options were issued during the year ended September 30, 2014 and vest annually over a three year period commencing on the first anniversary of the date of the grant. The Company recognized stock based compensation expense of $23,132 during the year ended September 30, 2015 (2014: $9,252) in connection with these options. These amounts have been included in general and administrative expenses on the Company's statement of operations. | |||
[4] | As of September 30, 2015 and 2014, 31,250 of these options had vested. These options were issued during the year ended September 30, 2014 and vest annually over a four year period commencing on the first anniversary of the date of the grant. The Company recognized stock based compensation expense of $31,950 during the year ended September 30, 2015 (2014: $16,905) in connection with these options. | |||
[5] | As of September 30, 2015, 239,585 of these options had vested (2014: None of these options had vested). These options were issued during the year ended September 30, 2015 and vest in three equal installments on April 2, 2015, April 2, 2016 and April 2, 2017. The Company recognized stock based compensation expense of $255,747 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Company's statement of operations | |||
[6] | As of September 30, 2015, 4,167 of these options had vested. These options were issued during the year ended September 30, 2015 and vest quarterly over a three year period commencing on September 8, 2015. The Company recognized stock based compensation expense of $5,981 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Company's statement of operations. | |||
[7] | As of September 30, 2015 and 2014, none of these options had vested. These options were issued during the year ended September 30, 2015 and vest over a three year period from the date of grant. The Company recognized stock based compensation expense of $6,863 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Company's statement of operations. | |||
[8] | As of September 30, 2015 and 2014, none of these options had vested. These options were issued during the year ended September 30, 2015 and vest over a three year period from the date of grant. The Company recognized stock based compensation expense of $17,899 during the year ended September 30, 2015 (2014: $Nil) in connection with these options. These amounts have been included in general and administrative expenses on the Company's statement of operations. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carry-forwards | $ 25,000,000 | $ 24,000,000 |
Operating loss carry-forwards, expiration year | 2,027 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Tax rate | 34.00% | 34.00% |
Net operating loss carryforwards | $ 9,177,000 | $ 8,270,000 |
Research and development tax credits | 794,000 | 745,000 |
Foreign exchange | (10,000) | (23,000) |
Unpaid charges | 832,000 | 170,000 |
Intangible asset costs | 64,000 | 70,000 |
Stock-based compensation | 581,000 | 441,000 |
Valuation allowance for deferred tax assets | $ (11,438,000) | $ (9,673,000) |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income benefit at statutory rate of 34% | $ (4,117,000) | $ (3,865,000) |
Foreign income taxed at other rates | $ 80,000 | 13,000 |
Permanent differences | ||
Effect of stock based compensation | 202,000 | |
Debt extinguishment | $ (29,000) | 2,736,000 |
Mark-to-market deriative liability adjustment | 193,000 | (994,000) |
Non-deductible finance and accretion expenses | 1,511,000 | 808,000 |
Other permanent differences | (5,000) | (16,000) |
Research and development tax credit | 502,000 | (26,000) |
Adjustment and true up to prior years' tax provision | 100,000 | 14,000 |
Change in valuation allowance related to current year provision | $ 1,765,000 | 2,528,000 |
Income Tax Recovery | $ (1,400,000) |
Supplemental Cash Flow Inform56
Supplemental Cash Flow Information (Details Narrative) | 12 Months Ended | |
Sep. 30, 2015USD ($)N$ / sharesshares | Sep. 30, 2014USD ($)N$ / sharesshares | |
Supplemental Cash Flow Elements [Abstract] | ||
Capital stock issued pursuant to debt conversions (in shares) | N | 7,272,487 | 1,594,607 |
Additional number of equity instrument issued upon conversion | shares | 167,415 | |
Debt beneficial conversion feature | $ 7,439,900 | $ 1,913,528 |
Conversion price (in dollars per share) | $ / shares | $ 1 | $ 1.20 |
Reclassification of derivative liability | $ 4,482,000 | |
Reclassification of equity upon modification of certain derivative instruments | $ 221,000 | |
Capital stock issued pursuant to debt conversions (in shares) | shares | 640,428 | |
Debt beneficial conversion feature | $ 6,762,537 | $ 551,120 |
Conversion price (in dollars per share) | $ / shares | $ 1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Purchase Agreement [Member] - Lincoln Park Capital Fund, LLC [Member] | Oct. 21, 2015USD ($)shares |
Value of shares obligated to purchase | $ | $ 50,000,000 |
Agreement term | 36 months |
Initially number of shares obligated to purchase | 50,000 |
Initially number of shares obligated to purchase,value | $ | $ 2,000,000 |
Number of shares issued | 179,598 |
Pro rata basic number of shares obligated to purchase | 89,799 |