Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2017 | Sep. 15, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Pivot Pharmaceuticals Inc. | |
Entity Central Index Key | 1,464,165 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 75,847,114 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jul. 31, 2017 | Jan. 31, 2017 |
Current assets | ||
Cash | $ 9,943 | $ 112,421 |
Prepaid and other current assets | 23,195 | 17,337 |
Total current assets | 33,138 | 129,758 |
Security deposit | 2,900 | 2,900 |
Total assets | 36,038 | 132,658 |
Current liabilities | ||
Accounts payable and accrued liabilities | 736,565 | 996,853 |
Due to related parties (Note 7) | 47,000 | 22,574 |
Convertible debenture, net of discount (Note 3) | 394,042 | 275,011 |
Derivative liability (Note 4) | 142,905 | 312,541 |
Total liabilities | 1,320,512 | 1,606,979 |
Stockholders' Deficit | ||
Common stock: Unlimited shares authorized, without par value, 75,847,114 and 75,647,114 shares issued and outstanding, respectively | 7,351,568 | 7,327,588 |
Additional paid-in capital | 11,764,740 | 11,211,031 |
Accumulated other comprehensive income | 522,339 | 584,813 |
Accumulated deficit | (20,923,121) | (20,597,753) |
Total stockholders' deficit | (1,284,474) | (1,474,321) |
Total liabilities and stockholders' deficit | $ 36,038 | $ 132,658 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Jul. 31, 2017 | Jan. 31, 2017 |
Condensed Consolidated Balance Sheets Parenthetical | ||
Common stock, Shares issued | 75,847,114 | 75,647,114 |
Common stock, Shares outstanding | 75,847,114 | 75,647,114 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2017 | Jul. 31, 2016 | |
Condensed Consolidated Statements Of Operations And Comprehensive Income | ||||
Revenue | ||||
Expenses | ||||
Foreign exchange (gain) loss | (7,575) | 63,129 | 62,562 | 77,359 |
General and administrative | 75,641 | 72 | 128,930 | 974,421 |
Management fees | 132,478 | 1,122,368 | 269,773 | 3,368,947 |
Professional fees | 48,211 | (6,171) | 73,008 | 90,483 |
Total expenses | 248,755 | 1,179,398 | 534,273 | 4,511,210 |
Loss from operations | (248,755) | (1,179,398) | (534,273) | (4,511,210) |
Other income (expense) | ||||
Amortization of discount on convertible debenture | (105,392) | |||
Gain on change in fair value of derivative liabilities | 91,564 | 171,451 | ||
Gain on settlement of debts | 160,000 | 160,000 | ||
Interest expense | (8,365) | (17,154) | ||
Total other income (expense) | 243,199 | 208,905 | ||
Net loss | (5,556) | (1,179,398) | (325,368) | (4,511,210) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 2,081 | (36,363) | 62,473 | 150,166 |
Net comprehensive loss | $ (3,475) | $ (1,215,761) | $ (262,895) | $ (4,361,044) |
Net income (loss) per share, basic and diluted | $ 0 | $ (0.02) | $ 0 | $ (0.06) |
Weighted average shares outstanding – basic and diluted | 75,737,423 | 75,179,627 | 75,693,254 | 75,010,761 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2017 | Jul. 31, 2016 | |
Operating activities | ||||
Net loss | $ (5,556) | $ (1,179,398) | $ (325,368) | $ (4,511,210) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization of discount on convertible debenture | 105,392 | |||
Fair value of stock options vested | 773 | 3,858,395 | ||
Gain on change in fair value of derivative liabilities | (91,564) | (171,451) | ||
Gain on settlement of debts | (160,000) | (160,000) | ||
Stock issued for services | 23,986 | 252,598 | ||
Changes in operating assets and liabilities: | ||||
Prepaids and other current assets | (5,376) | 13,686 | ||
Accounts payable and accrued liabilities | 403,022 | 271,953 | ||
Net cash used in operating activities | (129,022) | (114,578) | ||
Financing activities | ||||
Proceeds from related party advances | 25,500 | 33,000 | ||
Net cash provided by financing activities | 25,500 | 33,000 | ||
Effects of exchange rate changes on cash | 1,044 | 12,989 | ||
Decrease in cash | (102,478) | (68,589) | ||
Cash - beginning of period | 112,421 | 71,639 | ||
Cash - end of period | $ 9,943 | $ 3,050 | 9,943 | 3,050 |
Supplemental disclosures: | ||||
Interest paid | ||||
Income tax paid | ||||
Non-cash investing and financing activities | ||||
Capital contribution through forgiveness of debt | $ 520,425 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 6 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Note 1. Nature of Operations and Continuance of Business | Pivot Pharmaceuticals Inc. (the Company) was incorporated in British Columbia under the Business Corporations Act on June 10, 2002. On April 7, 2015, the Company changed its name from Neurokine Pharmaceuticals Inc. to Pivot Pharmaceuticals Inc. The Company is in the business of developing and commercializing therapeutic pharmaceutical products, focused on the strategy of identifying new therapeutic treatments to address unmet medical needs in womens health. These consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As of July 31, 2017, the Company has not earned any revenue, has a working capital deficit of $1,287,374 and an accumulated deficit of $20,923,121. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. These factors raise substantial doubt about the Companys ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Note 2. Significant Accounting Policies | (a) Basis of Presentation The consolidated financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in U.S. dollars. The Companys fiscal year-end is January 31. (b) Use of Estimates The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, assumptions used to determine the fair values of stock-based compensation and derivative liabilities and deferred income tax asset valuation allowances. 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. (c) Interim Financial Statements These interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Companys condensed consolidated financial position, results of operations and cash flows for the periods shown. The condensed consolidated results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. Certain disclosures and financial information have been condensed in accordance with generally accepted accounting principles in the United States. (d) Basis of Consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The consolidating entities include: % of ownership Jurisdiction Pivot Pharmaceuticals Inc. Parent Canada IndUS Pharmaceuticals, Inc. (IndUS) 100% USA (e) Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share. (f) Financial Instruments and Fair Value Measures ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities, due to related parties and convertible debenture. Pursuant to ASC 820, the fair value of our cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (g) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. |
Convertible Debenture
Convertible Debenture | 6 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Note 3. Convertible Debenture | On September 30, 2016, the Company issued a convertible debenture with a non-related party for $500,000 Canadian Dollars ($380,411 US Dollars at September 30, 2016) (Initial Advance). The debenture is secured under a General Security Agreement, bears interest at 8% per annum and matures on the earlier of: · The date the lender demands repayment of principal and interest following an event of default, · The date of a dissolution event, · The date of a liquidity event, and · March 30, 2017. The Company may request one or more additional advances of up to an aggregate amount of $1,000,000 Canadian Dollars (Additional Advances) provided that the aggregate amount under the convertible debenture does not exceed $1,500,000 Canadian Dollars. The note, including the Initial Advance and any Additional Advances, is convertible into common shares at a conversion price equal to the average closing market price of the Companys common stock during the five day period leading up to the conversion date. The Company recorded the conversion feature of the convertible debenture as a derivative liability at an estimated fair value of $134,892 with a corresponding discount to the convertible debenture (Note 4). Pursuant to the convertible loan agreement, the Company issued 434,622 share purchase warrants to which the lender may acquire an interest in the Company equal to 12% of the maximum principal amount outstanding at any time at a price of $0.10 per share, which equates to the ten day average trading price of the Companys common stock determined as at September 30, 2016. The Company calculated the 434,622 share purchase warrants based on the maximum outstanding principal balance on the convertible loan as of September 30, 2016. The Company recorded the share purchase warrant at an estimated fair value of $20,154 with a corresponding discount to the convertible debenture (Note 6). As of July 31, 2017, the carrying value of the convertible debenture is $394,042 (January 31, 2017 - $275,011) which is net of debt discounts related to conversion feature, financing costs and warrants of $nil, $nil and $nil, respectively (January 31, 2017 - $94,709, $6,126 and $6,477, respectively). As of July 31, 2017, interest accrued on the convertible debenture is $27,748 (January 31, 2017 - $10,307) and the fair value of the conversion option derivative liability is $142,905 (January 31, 2017 - $312,541). As of July 31, 2017, the Company has not repaid the convertible debenture, which is in default. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Note 4. Derivative Liability | Derivative liability consists of convertible debenture with variable conversion price (Note 3). The fair value of derivative liability as at July 31, 2017 and January 31, 2017 is as follows: July 31, 2017 $ January 31, 2017 $ September 2016 convertible debenture 142,905 312,541 142,905 312,541 The fair value of derivative financial liability was determined using the binomial option pricing model, using the following assumptions: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) As at issuance date: September 2016 convertible debenture 296 % 0.45 % 0 % 0.50 As at July 31, 2017: September 2016 convertible debenture 162 % 1.13 % 0 % 0.25 |
Stock Options
Stock Options | 6 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Note 5. Stock Options | Effective December 30, 2015, the Company adopted a stock option plan. Under this plan, the Company may grant options to its directors, officers, employees and consultants up to an amount as determined by the Company and will be no more than a percentage of its outstanding common stock as may be required by the stock exchange the Company is listed with. The exercise price of the stock options will be determined by the Company and will be no less than any minimum exercise price as may be required by the stock exchange the Company is listed with. The following table summarizes the continuity of the Companys stock options: Number of Options Weighted Average Exercise Price (US$) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (US$) Outstanding, January 31, 2017 15,520,833 0.38 4.2 68,599 Granted Forfeited Outstanding, July 31, 2017 15,520,833 0.38 3.73 1,590 The fair value of stock-based compensation expense was estimated using the Black-Scholes option pricing model and the following assumptions: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) 29,000 options expiring on May 2, 2021 394 % 1.68 % 0 % 3.7 Additional information regarding stock options as of July 31, 2017, is as follows: Options Outstanding Options Exercisable Exercise Price $ Expiry Date 200,000 200,000 0.25 November 30, 2020 4,000,000 4,000,000 0.10 December 14, 2020 7,250,000 7,250,000 0.70 February 22, 2021 29,000 28,000 0.34 May 2, 2021 4,000,000 4,000,000 0.10 December 14, 2021 41,833 41,833 0.05 January 23, 2022 15,520,833 15,519,833 $37 of stock-based compensation have yet to be recognized and will be recognized in future periods. |
Share Purchase Warrant
Share Purchase Warrant | 6 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Note 6. Share Purchase Warrant | The following table summarizes the continuity of share purchase warrant: Number of Warrants Weighted Average Exercise Price $ Balance, January 31, 2017 434,622 0.10 Granted Balance, July 31, 2017 434,622 0.10 As at July 31, 2017, the following share purchase warrant was outstanding: Number of Warrants Exercise Price $ Expiry Date 434,622 0.10 Upon repayment of convertible debenture (Note 3) Pursuant to the convertible debenture (Note 3), the Company will be required to issue additional share purchase warrants on any Additional Advances to which the lender may acquire an interest in the Company equal to 12% of the maximum principal amount outstanding. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Note 7. Related Party Transactions | As at July 31, 2017, the Company owed $3,737 (January 31, 2017 - $4,154) to a director of the Company, which is unsecured, non-interest bearing, and due on demand. As at July 31, 2017, the Company owed $43,264 (January 31, 2017 $18,420) to the Companys past Chief Executive Officer (Note 10). At July 31, 2017, $552,889 of accrued management fees to the Companys Chief Financial Officer and Chief Business Officer were forgiven. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Note 8. Fair Value Measurements | The Companys financial liabilities carried at fair value measured on a recurring basis as of July 31, 2017 and January 31, 2017, consisted of the following: Total fair value at July 31, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability (1) $ 142,905 $ - $ 142,905 $ - Total fair value at January 31, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability (1) $ 312,541 $ - $ 312,541 $ - _______________ (1) Derivative liability amounts are due to the embedded derivatives of convertible debenture issued by the Company and are calculated using the binomial option pricing model (Note 4). The Company has no financial assets carried at fair value. |
Commitments
Commitments | 6 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Note 9. Commitments | The Companys minimum future lease commitments are: $ 2018 12,000 2019 23,900 2020 12,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Note 10. Subsequent Events | Concurrently, on September 11, 2017, the Company appointed Dr. Patrick Frankham as its interim Chief Executive Officer. On September 12, 2017, the Company entered into a licensing agreement with Altum Pharmaceuticals Inc. (Altum) whereby the Company was granted worldwide rights to BiPhasix Transdermal Drug Delivery Technology (BiPhasix Technology) for the delivery and commercialization of cannabinoids, cannabidiol (CBD), and tetrahydrocannabinol-based products. Financial consideration includes: · Issuance of 2,500,000 shares of common stock on closing of the licensing agreement (issuable as at September 15, 2017); · Issuance of 2,500,000 shares of common stock of the Company upon Health Canada Natural Product Number (NPN) approval for a CBD product developed using the BiPhasix Technology; · Five percent (5%) royalties on annual net sales; and · For pharmaceutical products: o $1,000,000 payable upon first Investigative New Drug Application approval; o $1,000,000 payable upon positive outcome of Phase II trial in first indication; and o $2,000,000 payable upon New Drug Application approval. |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2017 | |
Significant Accounting Policies Policies | |
Basis of Presentation | The consolidated financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in U.S. dollars. The Companys fiscal year-end is January 31. |
Use of Estimates | The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, assumptions used to determine the fair values of stock-based compensation and derivative liabilities and deferred income tax asset valuation allowances. 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. |
Interim Financial Statements | These interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Companys condensed consolidated financial position, results of operations and cash flows for the periods shown. The condensed consolidated results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. Certain disclosures and financial information have been condensed in accordance with generally accepted accounting principles in the United States. |
Basis of Consolidation | The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The consolidating entities include: % of ownership Jurisdiction Pivot Pharmaceuticals Inc. Parent Canada IndUS Pharmaceuticals, Inc. (IndUS) 100% USA |
Loss Per Share | The Company computes net loss per share in accordance with ASC 260, Earnings Per Share. |
Financial Instruments and Fair Value Measures | ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities, due to related parties and convertible debenture. Pursuant to ASC 820, the fair value of our cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. |
Significant Accounting Polici17
Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 31, 2017 | |
Significant Accounting Policies Tables | |
Basis of Consolidation | % of ownership Jurisdiction Pivot Pharmaceuticals Inc. Parent Canada IndUS Pharmaceuticals, Inc. (IndUS) 100% USA |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jul. 31, 2017 | |
Derivative Liability Tables | |
Schedule of Fair value of derivative liability | July 31, 2017 $ January 31, 2017 $ September 2016 convertible debenture 142,905 312,541 142,905 312,541 |
Schedule of Interest Rate Derivatives | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) As at issuance date: September 2016 convertible debenture 296 % 0.45 % 0 % 0.50 As at July 31, 2017: September 2016 convertible debenture 162 % 1.13 % 0 % 0.25 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Jul. 31, 2017 | |
Stock Options Tables | |
Schedule of Stock Options | Number of Options Weighted Average Exercise Price (US$) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (US$) Outstanding, January 31, 2017 15,520,833 0.38 4.2 68,599 Granted Forfeited Outstanding, July 31, 2017 15,520,833 0.38 3.73 1,590 |
Fair value of stock-based compensation expense | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) 29,000 options expiring on May 2, 2021 394 % 1.68 % 0 % 3.7 |
Additional information of stock options | Options Outstanding Options Exercisable Exercise Price $ Expiry Date 200,000 200,000 0.25 November 30, 2020 4,000,000 4,000,000 0.10 December 14, 2020 7,250,000 7,250,000 0.70 February 22, 2021 29,000 28,000 0.34 May 2, 2021 4,000,000 4,000,000 0.10 December 14, 2021 41,833 41,833 0.05 January 23, 2022 15,520,833 15,519,833 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 6 Months Ended |
Jul. 31, 2017 | |
Share Purchase Warrants Tables | |
Schedule of continuity of share purchase warrants | Number of Warrants Weighted Average Exercise Price $ Balance, January 31, 2017 434,622 0.10 Granted Balance, July 31, 2017 434,622 0.10 |
Schedule of share purchase warrant was outstanding | Number of Warrants Exercise Price $ Expiry Date 434,622 0.10 Upon repayment of convertible debenture (Note 3) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 31, 2017 | |
Fair Value Measurements Tables | |
Fair Value Measurement | Total fair value at July 31, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability (1) $ 142,905 $ - $ 142,905 $ - Total fair value at January 31, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability (1) $ 312,541 $ - $ 312,541 $ - |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Jul. 31, 2017 | |
Commitments Tables | |
Future lease commitments | $ 2018 12,000 2019 23,900 2020 12,000 |
Nature of Operations and Cont23
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2017 | Jan. 31, 2017 | |
Nature Of Operations And Continuance Of Business Details Narrative | ||
Working capital deficit | $ 1,287,374 | |
Accumulated deficit | $ (20,923,121) | $ (20,597,753) |
State or Country of incorporation | British Columbia | |
Date of incorporation | Jun. 10, 2002 |
Significant Accounting Polici24
Significant Accounting Policies (Details) | 6 Months Ended |
Jul. 31, 2017 | |
Pivot Pharmaceuticals Inc. [Member] | |
Percentege of ownership | Parent |
Jurisdiction | Canada |
IndUS Pharmaceuticals,Inc (IndUS) [Member] | |
% of ownership | 100.00% |
Jurisdiction | USA |
Significant Accounting Polici25
Significant Accounting Policies (Details Narrative) - shares | 6 Months Ended | 12 Months Ended |
Jul. 31, 2017 | Jan. 31, 2017 | |
Significant Accounting Policies Details Narrative | ||
Potentially dilutive shares | 5,908,347 | 9,692,748 |
Convertible Debenture (Details
Convertible Debenture (Details Narrative) | 1 Months Ended | 6 Months Ended | ||
Sep. 30, 2016USD ($)$ / sharesshares | Jul. 31, 2017USD ($) | Jan. 31, 2017USD ($) | Sep. 30, 2016CADshares | |
Convertible debenture | CAD | CAD 500,000 | |||
Interest rate | 8.00% | 8.00% | ||
Additional advances description | Provided that the aggregate amount under the convertible debenture does not exceed $1,500,000 Canadian Dollars. | |||
Fair value of derivative liability | $ 134,892 | |||
Debt discount, conversion | $ 94,709 | |||
Debt discount, financing costs | 6,126 | |||
Debt discount, warrants | 6,477 | |||
Accrued interest | 27,748 | 10,307 | ||
Derivative liabilities | 142,905 | 312,541 | ||
Convertible debenture, net of discount | 394,042 | $ 275,011 | ||
Convertible Loan Agreement [Member] | ||||
Shares issued to purchase warrants | shares | 434,622 | 434,622 | ||
Acquired an interest on principal amount | 12.00% | 12.00% | ||
Price per share | $ / shares | $ 0.10 | |||
Fair Value of warrant | $ 20,154 | |||
Maximum [Member] | ||||
Additional advances receivable | CAD | CAD 1,000,000 | |||
Convertible debenture issued or issuable, Maximum | CAD | CAD 1,500,000 | |||
Non-related party [Member] | ||||
Convertible debenture | $ 380,411 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | Jul. 31, 2017 | Jan. 31, 2017 |
Derivative liabilities | $ 142,905 | $ 312,541 |
September 2016 Convertible Debenture [Member] | ||
Derivative liabilities | $ 142,905 | $ 312,541 |
Derivative Liability (Details 1
Derivative Liability (Details 1) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2017 | Jan. 31, 2017 | |
Expected volatility | 162.00% | |
Risk-free interest rate | 1.13% | |
Expected dividend yield | 0.00% | |
Expected life (in years) | 2 months 30 days | |
September 2016 Convertible Debenture [Member] | ||
Expected volatility | 296.00% | |
Risk-free interest rate | 0.45% | |
Expected dividend yield | 0.00% | |
Expected life (in years) | 6 months |
Stock Options (Details)
Stock Options (Details) | 6 Months Ended |
Jul. 31, 2017USD ($)$ / sharesshares | |
Number of Options | |
Balance, beginning | shares | 15,520,833 |
Granted | shares | |
Forfeited | shares | |
Balance, ending | shares | 15,520,833 |
Weighted Average Exercise Price | |
Balance, beginning | $ / shares | $ 0.38 |
Granted | $ / shares | |
Forfeited | $ / shares | |
Balance, ending | $ / shares | $ 0.38 |
Weighted Average Remaining Contractual Life (years) | |
Balance, beginning | 4 years 2 months 12 days |
Balance, ending | 3 years 8 months 23 days |
Aggregate Intrinsic Value | |
Balance, beginning | $ | $ 68,599 |
Granted | $ | |
Forfeited | $ | |
Balance, ending | $ | $ 1,590 |
Stock Options (Details 1)
Stock Options (Details 1) | 6 Months Ended |
Jul. 31, 2017 | |
Expected Volatility | 162.00% |
Risk-free Interest Rate | 1.13% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 2 months 30 days |
29,000 options expiring on May 2, 2021 [Member] | |
Expected Volatility | 394.00% |
Risk-free Interest Rate | 1.68% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 3 years 8 months 12 days |
Stock Options (Details 2)
Stock Options (Details 2) - $ / shares | 6 Months Ended | |
Jul. 31, 2017 | Jan. 31, 2017 | |
Options Outstanding | 15,520,833 | 15,520,833 |
Options Exercisable | 15,519,833 | |
Exercise Price 0.25 [Member] | ||
Options Outstanding | 200,000 | |
Options Exercisable | 200,000 | |
Exercise Price | $ 0.25 | |
Expiry Date | Nov. 30, 2020 | |
Exercise Price 0.10 [Member] | ||
Options Outstanding | 4,000,000 | |
Options Exercisable | 4,000,000 | |
Exercise Price | $ 0.10 | |
Expiry Date | Dec. 14, 2020 | |
Exercise Price 0.70 [Member] | ||
Options Outstanding | 7,250,000 | |
Options Exercisable | 7,250,000 | |
Exercise Price | $ 0.70 | |
Expiry Date | Feb. 22, 2021 | |
Exercise Price 0.34 [Member] | ||
Options Outstanding | 29,000 | |
Options Exercisable | 28,000 | |
Exercise Price | $ 0.34 | |
Expiry Date | May 2, 2021 | |
Exercise Price 0.10 [Member] | ||
Options Outstanding | 4,000,000 | |
Options Exercisable | 4,000,000 | |
Exercise Price | $ 0.10 | |
Expiry Date | Dec. 14, 2021 | |
Exercise Price 0.05 [Member] | ||
Options Outstanding | 41,833 | |
Options Exercisable | 41,833 | |
Exercise Price | $ 0.05 | |
Expiry Date | Jan. 23, 2022 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) | 6 Months Ended |
Jul. 31, 2017USD ($) | |
Stock Options Details Narrative | |
Unrecognized stock-based compensation | $ 37 |
Share Purchase Warrant (Details
Share Purchase Warrant (Details) | 6 Months Ended |
Jul. 31, 2017$ / sharesshares | |
Number of Warrants | |
Balance, beginning | shares | 15,520,833 |
Balance, ending | shares | 15,520,833 |
Weighted Average Exercise Price | |
Balance, beginning | $ 0.38 |
Granted | |
Balance, ending | $ 0.38 |
Warrant [Member] | |
Number of Warrants | |
Balance, beginning | shares | 434,622 |
Granted | shares | |
Balance, ending | shares | 434,622 |
Weighted Average Exercise Price | |
Balance, beginning | $ 0.10 |
Granted | |
Balance, ending | $ 0.10 |
Share Purchase Warrant (Detai34
Share Purchase Warrant (Details 1) - $ / shares | 6 Months Ended | |
Jul. 31, 2017 | Jan. 31, 2017 | |
Number of Warrants | 15,520,833 | 15,520,833 |
Warrant [Member] | ||
Number of Warrants | 434,622 | 434,622 |
Exercise Price | $ 0.10 | |
Expiry Date Description | Upon repayment of convertible debenture (Note 3) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 31, 2017 | Jan. 31, 2017 |
Due to related parties | $ 47,000 | $ 22,574 |
Director [Member] | ||
Due to related parties | 3,737 | 4,154 |
CEO [Member] | ||
Due to related parties | 43,264 | $ 18,420 |
Chief Financial Officer And Chief Business Officer [Member] | ||
Accrued management fee forgiven | $ 552,889 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jul. 31, 2017 | Jan. 31, 2017 |
Derivative liability | $ 142,905 | $ 312,541 |
Quoted prices in active markets (Level 1) [Member] | ||
Derivative liability | ||
Significant other observable inputs (Level 2) [Member] | ||
Derivative liability | 142,905 | 312,541 |
Significant unobservable inputs (Level 3) [Member] | ||
Derivative liability |
Commitments (Details)
Commitments (Details) | Jul. 31, 2017USD ($) |
Commitments Details | |
2,018 | $ 12,000 |
2,019 | 23,900 |
2,020 | $ 12,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Sep. 12, 2017 | Sep. 11, 2017 | Sep. 15, 2017 |
Share exchange agreement [Member] | IndUS and CEO [Member] | |||
Common stock shares issuable upon resignation of CEO | 3,800,000 | ||
Share exchange agreement [Member] | Past CEO [Member] | |||
Promissory note | $ 200,000 | ||
Maturity date description | At the earlier of 45 days after the completion of a financing of at least $2,000,000 and September 10, 2027, and in discharge of all obligations with respect to all accrued and unpaid salary through September 11, 2017 | ||
Share exchange agreement [Member] | IndUS Pharmaceuticals,Inc (IndUS) [Member] | |||
Liabilities assumed by past CEO | $ 350,000 | ||
Licensing agreement [Member] | Altum Pharmaceuticals Inc. [Member] | |||
Common stock, share issuable | 2,500,000 | ||
Common stock shares issuable upon NPN approval | 2,500,000 | ||
Percentage of royalties | 5.00% | ||
Amount payable upon first investigative drug application approval | $ 1,000,000 | ||
Amount payable upon positive outcome of Phase II trial | 1,000,000 | ||
Amount payable upon New Drug Application approval | $ 2,000,000 |