´╗┐MIME-Version: 1.0 X-Document-Type: Workbook Content-Type: multipart/related; boundary="----=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706" This document is a Single File Web Page, also known as a Web Archive file. If you are seeing this message, your browser or editor doesn't support Web Archive files. Please download a browser that supports Web Archive, such as Microsoft Internet Explorer. ------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Workbook.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

This page should be opened with Microsoft Excel XP or newer.

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet01.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Document and Entity Information
3 Months Ended
Sep. 30, 2014
Nov. 07, 2014
Document and Entity Information [Abstract] ' '
Entity Registrant Name 'DelMar Pharmaceuticals, Inc. '
Entity Central Index Key '0001498382 '
Current Fiscal Year End Date '--06-30 '
Trading Symbol 'dmpi '
Amendment Flag 'false '
Document Type '10-Q '
Entity Current Reporting Status 'Yes '
Document Period End Date Sep 30, 2014 '
Entity Voluntary Filers 'No '
Entity Filer Category 'Smaller Reporting Company '
Document Fiscal Year Focus '2015 '
Document Fiscal Period Focus 'Q1 '
Entity Common Stock, Shares Outstanding ' 33,909,375
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet02.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Consolidated Condensed Interim Balance Sheets (Unaudited) (USD $)
Sep. 30, 2014
Jun. 30, 2014
Current assets ' '
Cash and cash equivalents $ 4,315,746 $ 4,759,711
Taxes and other receivables 19,340 9,572
Prepaid expenses 162,246 234,627
Assets, total 4,497,332 5,003,910
Current liabilities ' '
Accounts payable and accrued liabilities 293,989 244,906
Related party payables 41,674 54,960
Current liabilities, total 335,663 299,866
Loan payable to Valent '   276,439
Stock option liability 182,065 217,759
Derivative liability 3,458,662 3,329,367
Liabilities, total 3,976,390 4,123,431
Stockholders' Equity ' '
Preferred stock, Authorized 5,000,000 shares, $0.001 par value Issued and outstanding 278,530 Series A shares at September 30, 2014 (June 30, 2014 - none) 278,530 '  
1 special voting share at September 30, 2014 (June 30, 2014 - 1) '   '  
Common stock, Authorized 200,000,000 shares, $0.001 par value Issued and outstanding 36,842,070 at September 30, 2014 (June 30, 2014 - 35,992,343) 36,842 35,992
Additional paid-in capital 13,982,362 13,286,278
Warrants 6,187,805 6,200,445
Accumulated deficit (19,985,775) (18,663,414)
Accumulated other comprehensive income 21,178 21,178
Stockholders' equity, total 520,942 880,479
Liabilities and equity, total $ 4,497,332 $ 5,003,910
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet03.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Consolidated Condensed Interim Balance Sheets (Unaudited) (Parentheticals) (USD $)
3 Months Ended 12 Months Ended
Sep. 30, 2014
Jun. 30, 2014
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock special voting shares issued 1 1
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued (in shares) 36,842,070 35,992,343
Common stock, shares outstanding (in shares) 36,842,070 35,992,343
Series A Preferred Stock [Member] ' '
Preferred Stock, shares issued 278,530 '
Preferred stock, shares outstanding 278,530 '
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet04.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Consolidated Condensed Interim Statement of Loss and Comprehensive Loss (Unaudited) (USD $)
3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Expenses ' '
Research and development $ 671,627 $ 560,235
General and administrative 445,000 741,368
Operating expenses, total 1,116,627 1,301,603
Other loss (income) ' '
Change in fair value of derivative liability 368,594 (8,094,339)
Change in fair value of derivative liability due to change in warrant terms (167,190) '
Foreign exchange loss (gain) 2,391 (2,834)
Interest expense 2,091 2,029
Interest income (152) (691)
Other loss (income), total 205,734 (8,095,835)
Net and comprehensive loss (income) for the period $ 1,322,361 $ (6,794,232)
Basic loss (income) per share $ 0.04 $ (0.22)
Diluted loss (income) per share $ 0.04 $ (0.02)
Basic weighted average number of shares 36,451,014 31,430,566
Diluted weighted average number of shares 36,451,014 41,671,789
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet05.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Consolidated Condensed Interim Statement of Cash Flows (Unaudited) (USD $)
3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Cash flows from operating activities ' '
(Loss) income for the period $ 1,322,361 $ (6,794,232)
Items not affecting cash ' '
Accrued interest 2,091 2,029
Change in fair value of derivative liability 368,594 (8,094,339)
Change in fair value of derivative liability due to change in warrant terms (167,190) '
Warrants issued for services '   108,518
Share-based compensation 48,940 285,876
Net income (loss) after adjustments of non-cash items (1,069,926) (903,684)
Changes in non-cash working capital ' '
Taxes and other receivables (9,768) 5,139
Prepaid expenses 72,381 26,295
Accounts payable and accrued liabilities 49,083 (220,619)
Related party payables (13,286) (19,311)
Total changes in non-cash working capital 98,410 (208,496)
Net cash flows from operating activities (971,516) (1,112,180)
Cash flows from financing activities ' '
Net proceeds from the exercise of warrants 527,551 '  
Net cash flows from financing activities 527,551 '  
Increase in cash and cash equivalents (443,965) (1,112,180)
Cash and cash equivalents - beginning of period 4,759,711 6,282,992
Cash and cash equivalents - end of period 4,315,746 5,170,812
Supplementary information ' '
Issuance of preferred shares for the settlement of the loan payable to Valent (note 4) 278,530 '  
Reclassification of derivative liability upon the exercise of Investor Warrants (note 6) 72,109 '  
Reclassification of stock option liability upon the forfeiture of stock options (note 7) $ 38,038 '  
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet06.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Nature of Operations and Liquidity Risk
3 Months Ended
Sep. 30, 2014
Nature Of Operations And Liquidity Risk [Abstract] '
Nature of operations and liquidity risk '
1 Nature of operations and liquidity risk

 

Nature of operations

 

DelMar Pharmaceuticals, Inc. (the “Company”) is a Nevada corporation formed on June 24, 2009 under the name Berry Only, Inc. Prior to a reverse acquisition undertaken on January 25, 2013 Berry did not have any significant assets or operations. The Company is the parent company of Del Mar Pharmaceuticals (BC) Ltd. (“DelMar (BC)”), a British Columbia, Canada corporation incorporated on April 6, 2010, which is an early stage company with a focus on the development of drugs for the treatment of cancer. The Company is also the parent company of 0959454 B.C. Ltd., a British Columbia corporation (“Callco”), and 0959456 B.C. Ltd., a British Columbia corporation (“Exchangeco”). Callco and Exchangeco were formed to facilitate the reverse acquisition.

 

Pursuant to the reverse acquisition, the Company acquired (either directly or indirectly (through Exchangeco)) all of the issued and outstanding shares of DelMar (BC) on January 25, 2013. As a result of the shareholders of DelMar (BC) owning a controlling interest in the Company subsequent to the reverse acquisition, for accounting purposes the transaction is a capital transaction with DelMar (BC) being the accounting acquirer even though the legal acquirer is Berry. Therefore, the historic financial statements of DelMar (BC) are presented as the comparative balances for the periods prior to the reverse acquisition.

 

References to the Company, “we”, “us”, and “our” refer to the Company and its wholly-owned subsidiaries, DelMar (BC), Callco and Exchangeco. References to Berry relate to the Company prior to the reverse acquisition.

The Company is focused on the discovery and development of new medicines with the potential to treat cancer patients who have failed modern targeted or biologic therapy. The Company has initiated a clinical trial with its drug candidate VAL-083 for the treatment of refractory glioblastoma multiforme (“GBM”). The Phase I/II study is an open-label, single arm dose-escalation study designed to evaluate the safety, tolerability, pharmacokinetics and anti-tumor activity of VAL-083 in patients with histologically confirmed initial diagnosis of primary WHO Grade IV malignant glioma, now recurrent. Patients with prior low-grade glioma or anaplastic glioma are eligible to participate in the study, if histologic assessment of their condition demonstrates transformation to GBM.

 

The address of the Company’s administrative offices is Suite 720 - 999 West Broadway, Vancouver, British Columbia, V5Z 1K5 with clinical operations located at 3485 Edison Way, Suite R, Menlo Park, California, 94025.

   

Liquidity risk

 

For the three-month period ended September 30, 2014, the Company reported a loss of $1,322,361 and an accumulated deficit of $19,985,775 at that date. As at September 30, 2014, the Company has cash and cash equivalents on hand of $4,315,746. The Company does not have the prospect of achieving revenues in the near future and the Company will require additional funding to maintain its research and development projects and for general operations. There is a great degree of uncertainty with respect to the expenses the Company will incur in executing its business plan. In addition, the Company has not begun to commercialize or generate revenues from any product candidate.

 

Consequently, management is pursuing various financing alternatives to fund the Company’s operations so it can continue as a going concern (note 9) in the medium to longer term. During the three months ended September 30, 2014 and up to and including October 31, 2014 the Company received an aggregate $1,266,177 in net proceeds from the exercise of 1,986,074 Investor Warrants. We believe, based on our current estimates, that we will be able to fund our operations until at least the end of first quarter of calendar 2016. 

 

There is no assurance that our cost estimates will prove to be accurate or that unforeseen events, problems or delays will not occur that would require us to seek additional debt and/or equity funding. The ability of the Company to meet its obligations and continue the research and development of its product candidate is dependent on its ability to continue to raise adequate financing. There can be no assurance that such financing will be available to the Company in the amount required at any time or for any period or, if available, that it can be obtained on terms satisfactory to the Company. The Company may tailor its drug candidate program based on the amount of funding the Company raises.

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet07.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Significant Accounting Policies
3 Months Ended
Sep. 30, 2014
Significant Accounting Policies [Abstract] '
Significant accounting policies '
2 Significant accounting policies

 

Basis of presentation

 

The consolidated condensed interim financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and are presented in United States dollars. The Company’s functional currency is the United States dollar.

 

In the quarter ended March 31, 2013, the Company’s functional currency changed from Canadian dollars to United States dollars as a result of various objective factors. Therefore translation of goods and services in a foreign currency are re-measured to the functional currency of the Company with gains and losses on re-measurement recorded in the consolidated condensed interim statement of loss. Any gains and losses that were previously recorded in accumulated other comprehensive income are unchanged from the date of the change of functional currency which was January 1, 2013.

   

The accompanying consolidated condensed interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, DelMar BC, Callco, and Exchangeco. All intercompany balances and transactions have been eliminated.

 

The principal accounting policies applied in the preparation of these financial statements are set out below and have been consistently applied to all periods presented.

 

Unaudited interim financial data

 

The accompanying unaudited September 30, 2014 consolidated condensed interim balance sheet, the consolidated condensed interim statements of loss and comprehensive loss for the three months ended September 30, 2014 and 2013, and consolidated condensed interim statement of cash flows for the three months ended September 30, 2014 and 2013, and the related interim information contained within the notes to the consolidated condensed interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and the notes required by U.S. GAAP for complete financial statements. These consolidated condensed interim financial statements should read in conjunction with the audited financial statements of the Company as at June 30, 2014 and December 31, 2013 filed in our Form 10-KT filed with the Securities and Exchange Commission on August 28, 2014. In the opinion of management, the unaudited consolidated condensed interim financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair statement of the Company’s financial position at September 30, 2014 and results of its operations for the three months ended September 30, 2014 and 2013, and its cash flows for the three months ended September 30, 2014 and 2013. The results for three months ended September 30, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2015 or for any other future annual or interim period. 

 

Use of estimates

The preparation of consolidated condensed interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets, liabilities, expenses, contingent assets and contingent liabilities as at the end or during the reporting period. Actual results could significantly differ from those estimates. Significant areas requiring management to make estimates include the derivative liability and the valuation of equity instruments issued for services. There have been no changes to the methodology used in determining these estimates from the period ended June 30, 2014.

Loss per share

 

Loss per share is calculated based on the weighted average number of common shares outstanding. For the three month period ended September 30, 2014 diluted loss per share does not differ from basic loss per share since the effect of the Company’s warrants and stock options are anti-dilutive. At September 30, 2014, potential common shares of 17,790,758 (September 30, 2013 – 24,879,009) relating to warrants and 3,115,000 (September 30, 2013 – 3,240,000) relating to stock options were excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive.

  

For the three months ended September 30, 2013 diluted income per share has also been presented.  Diluted income per share is calculated using the treasury stock method which uses the weighted average number of common shares outstanding during the period and also includes the dilutive effect of potentially issuable common shares from outstanding stock options and warrants.

 

Recent accounting pronouncements

  

The Company reviews new accounting standards as issued. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these financial statements as presented and does not anticipate the need for any future restatement of these financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2014 through the date these financial statements were issued.

 

Accounting Standards Update (“ASU”) 2014-15 - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern

  

The objective of the guidance is to require management to explicitly assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. In connection with each annual and interim period, management will assess if there is substantial doubt about an entity's ability to continue as a going concern within one year after the issuance date of an entity’s financial statements. The new standard defines substantial doubt and provides examples of indicators thereof. The definition of substantial doubt incorporates a likelihood threshold of "probable" similar to the current use of that term in U.S. GAAP for loss contingencies. The new standard will be effective for all entities in the first annual period ending after December 15, 2016 (December 31, 2016 for calendar year-end entities). Earlier application is permitted. The Company is currently assessing this standard for its impact on future reporting periods.

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet08.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Taxes and Other Receivables
3 Months Ended
Sep. 30, 2014
Taxes and Other Receivables [Abstract] '
Taxes and other receivables '
3Taxes and other receivables

 

   

September 30, 2014 
  $

  June 30, 
2014 
  $
 
        
 Government grants  5,549   562 
 Other receivables  13,791   9,010 
          
    19,340   9,572 

  

On June 15, 2014, the Company was granted a non-repayable financial contribution from the National Research Council of Canada Industrial Research Assistance Program (“IRAP”). The Company will be reimbursed for certain research and development costs to a maximum of $173,578 (CA$194,398) in the period from June 15, 2014 thru June 15, 2017. Under this IRAP grant during the three-months ended September 30, 2014 the Company requested an aggregate total reimbursement of $5,549. To date, the Company has not yet been reimbursed for its claims resulting in a total receivable at September 30, 2014 of $5,549.

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet09.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Valent Technologies LLC Agreement
3 Months Ended
Sep. 30, 2014
Valent Technologies Llc Agreement [Abstract] '
Valent Technologies LLC agreement '
4Valent Technologies LLC agreement

 

On September 30, 2014, the Company entered into an exchange agreement (the “Exchange Agreement”) with Valent Technologies, LLC (“Valent”), an entity owned by Dr. Dennis Brown, the Company’s Chief Scientific Officer and director, and DelMar (BC). Pursuant to the Exchange Agreement, Valent exchanged its loan payable in the outstanding amount of $278,530 (including aggregate accrued interest to September 30, 2014 of $28,530), issued to Valent by DelMar (BC), for 278,530 shares of the Company’s Series A Preferred Stock.

  

Effective September 30, 2014, the Company filed a Certificate of Designation of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of Nevada. Pursuant to the Series A Certificate of Designation, the Company designated 278,530 shares of preferred stock as Series A Preferred Stock. The shares of Series A Preferred Stock have a stated value of $1.00 per share and are not convertible into common stock. The holder of the Series A Preferred Stock will be entitled to dividends at the rate of 3% of the Stated Value per year, payable quarterly in arrears. Upon any liquidation of the Company, the holder of the Series A Preferred Stock will be entitled to be paid, out of any assets of the Company available for distribution to stockholders, the Stated Value of the shares of Series A Preferred Stock held by such holder, plus any accrued but unpaid dividends thereon, prior to any payments being made with respect to the common stock.

 

For the three-months ended September 30, 2014, the Company accrued $2,091 (September 30, 2013 - $2,029) in interest on its loan payable with Valent.

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet10.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Related Party Transactions
3 Months Ended
Sep. 30, 2014
Related Party Transactions [Abstract] '
Related party transactions '
5Related party transactions

 

During the three months ended September 30, 2014

 

Effective September 30, 2014, the Company entered into and closed an agreement with Valent to exchange its loan with Valent for 278,530 shares of preferred stock of the Company (note 4).

Pursuant to consulting agreements with the Company’s officers the Company recognized a total of $145,000 in compensation expense for the three months ended September 30, 2014.

 

Included in accounts payable at September 30, 2014 is an aggregate amount of $41,674 (June 30, 2014 - $54,960) owed to the Company’s officers and directors for fees and expenses. The Company pays related party payables incurred for fees and expenses under normal commercial terms. 

The Company paid $24,500 in directors’ fees during the three months ended September 30, 2014.

 

During the three months ended September 30, 2013

 

Pursuant to consulting agreements with the Company’s officers the Company recognized a total of $112,500 in compensation expense for the three-months ended September 30, 2013. 

  

The Company paid $11,583 in directors’ fees during the three-months ended September 30, 2013.

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet11.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Derivative Liability
3 Months Ended
Sep. 30, 2014
Derivative liability [Abstract] '
Derivative liability '
6Derivative liability

 

The Company has issued common stock purchase warrants. Based on the terms of certain of these warrants the Company determined that the warrants were a derivative liability which is recognized at fair value at the date of the transaction and re-measured at fair value each reporting period with the changes in fair value recorded in the consolidated condensed statement of loss and comprehensive loss.

Investor Warrants

 

On June 9, 2014, as amended on June 26, 2014, July 10, 2014, and July 29, 2014, the Company filed a tender offer statement with the Securities and Exchange Commission with respect to certain warrants to purchase common stock of the Company issued to investors (the “Investor Warrants”) to provide the holders thereof with the opportunity to amend and exercise their warrants, upon the terms and subject to the conditions set forth in the Company’s tender offer statement. Pursuant to the tender offer, the Company offered to amend Investor Warrants to purchase an aggregate of 9,195,478 shares of common stock (the “Offer to Amend and Exercise”). There was no minimum participation requirement with respect to the Offer to Amend and Exercise.

Pursuant to the Offer to Amend and Exercise, the Investor Warrants subject to the tender offer were amended (the “Amended Warrants”) to: (i) reduce the exercise price of the Investor Warrants from $0.80 per share to $0.65 per share of common stock in cash, (ii) shorten the exercise period of the Investor Warrants so that they expire concurrently with the expiration of the Offer to Amend and Exercise at 5:00 p.m. (Pacific Time) on August 8, 2014, as may be extended by the Company in its sole discretion (“Expiration Date”), (iii) delete the price-based anti-dilution provisions contained in the Investor Warrants, (iv) restrict the ability of the holder of shares issuable upon exercise of the Amended Warrants to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of such shares without the prior written consent of the Company for a period of time twenty (20) days after the Expiration Date (the “ Lock-Up Period ”); and (v) provide that a holder, acting alone or with others, will agree not to effect any purchases or sales of any securities of the Company in any “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, or any type of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) or similar arrangements, or sales or other transactions through non-U.S. broker dealers or foreign regulated brokers through the expiration of the Lock-Up Period.

 

Upon the expiration of the Offer to Amend and Exercise on August 8, 2014, 762,227 Amended Warrants were exercised for net proceeds of $470,676 after payment by the Company of a 5% warrant agent fee of $24,772. In addition, during the three months ended September 30, 2014, 87,500 warrants were exercised for 87,500 shares of common stock. The Company received proceeds of $56,875 from these exercises. As a result of all of the warrant exercises, $72,109 of the derivative liability has been reclassified to equity. The warrants that have been exercised were revalued at their exercise date and then the reclassification to equity was recorded.

 

The remaining 8,345,751 Investor Warrants outstanding at September 30 , 2014 have been re-valued at September 30, 2014 using a simulated probability valuation model using the following assumptions: dividend rate - 0%, volatility - 75%, risk free rate – 1.49% and a term of approximately 3.25 years.

 

Dividend Warrants

 

In connection with the reverse acquisition, effective January 24, 2013, the Company effected a warrant dividend (the “Warrant Dividend”) pursuant to which the Company issued one five-year warrant to purchase one share of common stock at an exercise price of $1.25 for each outstanding share of common stock (the “Dividend Warrants”). Pursuant to the Warrant Dividend, the Company issued an aggregate of 3,250,007 Dividend Warrants. The Dividend Warrants have been measured at fair value at September 30, 2014 using a simulated probability valuation model using the following assumptions: dividend rate - 0%, volatility - 75%, risk free rate – 1.49% and a term of approximately 3.25 years.

Warrants issued for services

 

The Company has issued 300,000 warrants for services. The warrants were issued on September 12, 2013 and are exercisable on a cashless basis at an exercise price of $1.76 for five years. The warrants have been measured at September 30, 2014 using a simulated probability valuation model using the following assumptions: dividend rate - 0%, volatility - 76%, risk free rate – 1.67% and a term of approximately 4.0 years.

 

The Company’s derivative liability is summarized as follows:

 

   September 30,
 2014 
  $
  June 30, 
 2014 
 $
 
        
 Opening balance  3,329,367   4,402,306 
          
 Change in fair value of unexercised warrants  368,594   166,388 
 Change in fair value due to change in warrant terms  (167,190)  (111,179)
 Reclassification to equity upon exercise of warrants  (72,109)  (1,128,148)
          
 Closing balance  3,458,662   3,329,367 
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet12.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity
3 Months Ended
Sep. 30, 2014
Stockholders Equity [Abstract] '
Stockholders' equity '
7 Stockholders’ equity

 

Preferred stock

 

Authorized

5,000,000 preferred shares, $0.001 par value

 

Issued and outstanding

Special voting shares – at September 30 and June 30, 2014 – 1

Series A shares – at September 30, 2014 – 278,530 (June 30, 2014 – none)

 

Effective September 30, 2014 pursuant to the Company’s Exchange Agreement with Valent (note 4), the Company filed the Series A Certificate of Designation with the Secretary of State of Nevada. Pursuant to the Series A Certificate of Designation, the Company designated 278,530 shares of preferred stock as Series A Preferred Stock. The shares of Series A Preferred Stock have a stated value of $1.00 per share and are not convertible into common stock. The holder of the Series A Preferred Stock will be entitled to dividends at the rate of 3% of the Stated Value per year, payable quarterly in arrears. Upon any liquidation of the Company, the holder of the Series A Preferred Stock will be entitled to be paid, out of any assets of the Company available for distribution to stockholders, the Stated Value of the shares of Series A Preferred Stock held by such holder, plus any accrued but unpaid dividends thereon, prior to any payments being made with respect to the common stock.

 

Common stock

 

Authorized

200,000,000 common shares, $0.001 par value

 

Issued and outstanding

September 30, 2014 – 36,842,070 (June 30, 20143 – 35,992,343)

 

The issued and outstanding common shares at September 30, 2014 include 6,644,583 shares of common stock on an as-exchanged basis with respect to the shares of Exchangeco that can be exchanged for shares of common stock of the Company.

  

    Shares of
common
stock
outstanding
    Common
stock
    Additional
paid-in
capital
    Warrants  
                                 
Balance – June 30, 2014     35,992,343       35,992       13,286,278       6,200,445  
                                 
Exercise of Investor Warrants – net of issue costs     849,727       850       526,701       -  
Reclassification of derivative liability to equity on exercise of warrants     -       -       72,109       -  
Expiration of Broker Warrants     -       -       12,640       (12,640 )
Reclassification of stock option liability upon forfeiture of stock options     -       -       38,038       -  
Stock-based compensation     -       -       46,596       -  
                                 
Balance – September 30, 2014     36,842,070       36,842       13,982,362       6,187,805  

 

 

a) Expiration of broker warrants

 

During the three-months ended September 30, 2014 92,000 warrants issued for certain broker services (“Broker Warrants”) exercisable at a price of CDN $0.50 per warrant expired.

Stock Options

 

The following table sets forth the options outstanding:

 

      Number of 
  stock 
 options 
 outstanding
    Weighted 
  average 
  exercise 
  price 
  $
 
               
  Balance – June 30, 2014     3,187,214       0.96  
  Forfeited     (72,214 )     0.58  
  Balance – September 30, 2014     3,115,000       0.97  

   

The following table summarizes stock options currently outstanding and exercisable at September 30, 2014:

 

  Exercise price 
  $
    Number 
  outstanding at 
 September 30, 
  2014
    Weighted 
  average 
  remaining 
  contractual 
  life 
  (years)
    Weighted 
  average 
  exercise 
  price 
  $
    Number 
 exercisable 
  at 
  September 30, 
  2014
    Exercise 
  price 
  $
 
                                   
    0.45       825,000       7.38       0.45       771,819       0.45  
    1.05       1,990,000       8.88       1.05       1,558,750       1.05  
    1.54       180,000       8.50       1.54       180,000       1.54  
    2.30       120,000       8.67       2.30       120,000       2.30  
            3,115,000               0.97       2,630,569       0.96  

 

Included in the number of stock options outstanding are 825,000 stock options granted at an exercise price of CDN $0.50. The exercise prices shown in the above table have been converted to $0.45 USD using the period ending closing exchange rate. Certain stock options have been granted to non-employees and will be revalued at each reporting date until they have fully vested. The stock options have been re-valued using a Black-Scholes pricing model using the following assumptions:

 

      September 30,
2014
 
         
  Dividend rate     0 %
  Volatility     81.6% to 91.9 %
  Risk-free rate     1.25 %
  Term - years     0.25 to 2.25  

 

The Company has recognized the following amounts as stock-based compensation expense for the periods noted:

 

      Three months ended 
  September 30,
 
      2014     2013  
      $     $  
               
  Research and development     21,133       50,075  
  General and administrative     27,807       189,801  
                   
        48,940       239,876  

  

Of the total stock option expense of $48,940 (September 30, 2013 - $239,876) for the three months ended September 30, 2014, $46,596 (September 30, 2013 - $137,395) has been recognized as additional paid in capital and $2,344 (September 30, 2013 - $102,481) has been recognized as a stock option liability. The aggregate intrinsic value of stock options outstanding at September 30, 2014 was $423,679 (September 30, 2013 - $445,230) and the aggregate intrinsic value of stock options exercisable at September 30, 2014 was $396,368 (September 30, 2013 - $340,560). As of September 30, 2014 there was $93,637 in unrecognized compensation expense that will be recognized over the next 1.75 years. No stock options granted under the Plan have been exercised to September 30, 2014. Upon the exercise of stock options new shares will be issued.

A summary of status of the Company’s unvested stock options under all plans is presented below:

 

      Number of 
  Options
    Weighted
average 
  exercise 
  price 
  $
    Weighted 
  average 
  grant date 
  fair value 
 $
 
                     
  Unvested at June 30, 2014     735,681       0.98       0.54  
  Vested     (179,036 )     0.95       0.56  
  Forfeited     (72,214 )     0.58       0.36  
                           
  Unvested at September 30, 2014     484,431       0.98       0.54  

 

Certain of the Company’s warrants have been recognized as a derivative liability (note 6). The following table summarizes all of the Company’s outstanding warrants as of September 30, 2014:

 

  Description   Number  
           
  Balance – June 30, 2014     18,732,485  
  Broker warrants (i)     (92,000 )
  Investor warrants (ii)     (849,727 )
           
  Balance - September 30, 2014     17,790,758  

  

  i) During the three months ended September 30, 2014, 92,000 broker warrants expired.

 

  ii) During the three months ended September 30, 2014, 849,727 Investor Warrants were exercised for 849,727 shares of common stock (note 6).

 

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet13.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Financial Instruments
3 Months Ended
Sep. 30, 2014
Fair Value Disclosures [Abstract] '
Financial instruments '
8Financial instruments

 

The Company has financial instruments that are measured at fair value. To determine the fair value, we use the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability. The three levels of inputs that may be used to measure fair value are as follows:

 

·Level one - inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

·Level two - inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and

 

·Level three - unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

 

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

 

The Company’s financial instruments consist of cash and cash equivalents, other receivables, accounts payable, related party payables and derivative liability. The carrying values of cash and cash equivalents, other receivables, accounts payable and related party payables approximate their fair values due to the immediate or short-term maturity of these financial instruments.

 

As quoted prices for the derivative liability are not readily available, the Company has used a simulated probability valuation model, as described in note 2 to estimate fair value. The derivative liability utilizes Level 3 inputs as defined above.

 

The Company has the following liabilities under the fair value hierarchy:

 

   September 30, 2014 
 Liability  Level 1   Level 2   Level 3 
              
 Derivative liability  -   -   3,458,662 

 

   June 30, 2014 
 Liability  Level 1   Level 2   Level 3 
              
 Derivative liability  -   -   3,329,367 

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet14.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Subsequent Events
3 Months Ended
Sep. 30, 2014
Subsequent Events [Abstract] '
Subsequent events '
9 Subsequent events

 

Investor Warrant exercises

Subsequent to September 30, 2014, the Company issued 1,136,347 shares of common stock pursuant to the exercise of 1,136,347 Investor Warrants. The warrants were exercised at $0.65 per warrant for proceeds of $738,626. The Investor Warrants that have been exercised were revalued at their exercise date and then a reclassification to equity was recorded for the portion of the Investor Warrants exercised. The impact to net equity recognized subsequent to September 30, 2014 as a result of the reclassification to equity was approximately $346,018. The total amount of the increase to net equity from the cash received from the exercise of the Investor Warrants and the reclassification of a portion of the derivative liability to equity is estimated to be approximately $1,084,644.

Dividend Warrant amendment

Subsequent to September 30, 2014, the Company and its Dividend Warrant holders entered into amendments to the Dividend Warrants such that the Company’s redemption rights and certain provisions of the Dividend Warrant agreements relating to potential cash settlement of the Dividend Warrants were removed. The Dividend Warrants were revalued to the date of the amendment which resulted in an increase in net equity of approximately $825,502 to be recognized subsequent to September 30, 2014. 

Share issuances and stock option grants

 

Subsequent to September 30, 2014, the Company issued a total of 187,000 shares of common stock for services to unrelated parties. Certain of the shares may be cancelled if the related agreement is terminated early. In addition, the Company agreed to grant 300,000 stock options at an exercise price of $1.00 per option. The stock options vest based on the achievement of certain milestones and expire on October 1, 2019.

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet15.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Significant Accounting Policies (Policies)
3 Months Ended
Sep. 30, 2014
Significant Accounting Policies [Abstract] '
Basis of presentation '

Basis of presentation

 

The consolidated condensed interim financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and are presented in United States dollars. The Company’s functional currency is the United States dollar.

 

In the quarter ended March 31, 2013, the Company’s functional currency changed from Canadian dollars to United States dollars as a result of various objective factors. Therefore translation of goods and services in a foreign currency are re-measured to the functional currency of the Company with gains and losses on re-measurement recorded in the consolidated condensed interim statement of loss. Any gains and losses that were previously recorded in accumulated other comprehensive income are unchanged from the date of the change of functional currency which was January 1, 2013.

  

The accompanying consolidated condensed interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, DelMar BC, Callco, and Exchangeco. All intercompany balances and transactions have been eliminated.

 

The principal accounting policies applied in the preparation of these financial statements are set out below and have been consistently applied to all periods presented.

Unaudited interim financial data '

Unaudited interim financial data

 

The accompanying unaudited September 30, 2014 consolidated condensed interim balance sheet, the consolidated condensed interim statements of loss and comprehensive loss for the three months ended September 30, 2014 and 2013, and consolidated condensed cash flows for the three months ended September 30, 2014 and 2013, and the related interim information contained within the notes to the consolidated condensed interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and the notes required by U.S. GAAP for complete financial statements. These consolidated condensed interim financial statements should read in conjunction with the audited financial statements of the Company as at June 30, 2014 and December 31, 2013 filed in our Form 10-KT filed with the Securities and Exchange Commission on August 28, 2014. In the opinion of management, the unaudited consolidated condensed interim financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair statement of the Company’s financial position at September 30, 2014 and results of its operations for the three months ended September 30, 2014 and 2013, and its cash flows for the three months ended September 30, 2014 and 2013. The results for three months ended September 30, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2015 or for any other future annual or interim period.

Use of estimates '

Use of estimates

 

The preparation of consolidated condensed interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets, liabilities, expenses, contingent assets and contingent liabilities as at the end or during the reporting period. Actual results could significantly differ from those estimates. Significant areas requiring management to make estimates include the derivative liability and the valuation of equity instruments issued for services. There have been no changes to the methodology used in determining these estimates from the period ended June 30, 2014.

Loss per share '

Loss per share

 

Loss per share is calculated based on the weighted average number of common shares outstanding. For the three month period ended September 30, 2014 diluted loss per share does not differ from basic loss per share since the effect of the Company’s warrants and stock options are anti-dilutive. At September 30, 2014, potential common shares of 17,790,758 (September 30, 2013 – 24,879,009) relating to warrants and 3,115,000 (September 30, 2013 – 3,240,000) relating to stock options were excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive

 

For the three months ended September 30, 2013 diluted income per share has also been presented.  Diluted income per share is calculated using the treasury stock method which uses the weighted average number of common shares outstanding during the period and also includes the dilutive effect of potentially issuable common shares from outstanding stock options and warrants.

Recent accounting pronouncements '

Recent accounting pronouncements

  

The Company reviews new accounting standards as issued. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these financial statements as presented and does not anticipate the need for any future restatement of these financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2014 through the date these financial statements were issued.

 

Accounting Standards Update (“ASU”) 2014-15 - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern

  

The objective of the guidance is to require management to explicitly assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. In connection with each annual and interim period, management will assess if there is substantial doubt about an entity's ability to continue as a going concern within one year after the issuance date of an entity’s financial statements. The new standard defines substantial doubt and provides examples of indicators thereof. The definition of substantial doubt incorporates a likelihood threshold of "probable" similar to the current use of that term in U.S. GAAP for loss contingencies. The new standard will be effective for all entities in the first annual period ending after December 15, 2016 (December 31, 2016 for calendar year-end entities). Earlier application is permitted. The Company is currently assessing this standard for its impact on future reporting periods.

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet16.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Taxes and Other Receivables (Tables)
3 Months Ended
Sep. 30, 2014
Taxes and Other Receivables [Abstract] '
Schedule of taxes and other receivables '

   

September 30, 2014 
  $

  June 30, 
2014 
  $
 
        
 Government grants  5,549   562 
 Other receivables  13,791   9,010 
          
    19,340   9,572

  

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet17.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Derivative Liability (Tables)
3 Months Ended
Sep. 30, 2014
Derivative liability [Abstract] '
Shedule of derivative liabilities '


 

   September 30,
 2014 
  $
  June 30, 
 2014 
 $
 
        
 Opening balance  3,329,367   4,402,306 
          
 Change in fair value of unexercised warrants  368,594   166,388 
 Change in fair value due to change in warrant terms  (167,190)  (111,179)
 Reclassification to equity upon exercise of warrants  (72,109)  (1,128,148)
          
 Closing balance  3,458,662   3,329,367 
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet18.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Tables)
3 Months Ended
Sep. 30, 2014
Stockholders Equity [Abstract] '
Schedule of common stock issued and outstanding '

 

    Shares of
common
stock
outstanding
    Common
stock
    Additional
paid-in
capital
    Warrants  
                                 
Balance – June 30, 2014     35,992,343       35,992       13,286,278       6,200,445  
                                 
Exercise of Investor Warrants – net of issue costs     849,727       850       526,701       -  
Reclassification of derivative liability to equity on exercise of warrants     -       -       72,109       -  
Expiration of Broker Warrants     -       -       12,640       (12,640 )
Reclassification of stock option liability upon forfeiture of stock options     -       -       38,038       -  
Stock-based compensation     -       -       46,596       -  
                                 
Balance – September 30, 2014     36,842,070       36,842       13,982,362       6,187,805  
Schedule of options outstanding under the plan '
 
   Number of 
  stock 
 options 
 outstanding
  Weighted 
  average 
  exercise 
  price 
  $
 
        
 Balance – June 30, 2014  3,187,214   0.96 
 Forfeited  (72,214)  0.58 
 Balance – September 30, 2014  3,115,000   0.97 

 

Schedule of stock options currently outstanding and exercisable '
 
 Exercise price 
  $
  Number 
  outstanding at 
 September 30, 
  2014
  Weighted 
  average 
  remaining 
  contractual 
  life 
  (years)
  Weighted 
  average 
  exercise 
  price 
  $
  Number 
 exercisable 
  at 
  September 30, 
  2014
  Exercise 
  price 
  $
 
                  
  0.45   825,000   7.38   0.45   771,819   0.45 
  1.05   1,990,000   8.88   1.05   1,558,750   1.05 
  1.54   180,000   8.50   1.54   180,000   1.54 
  2.30   120,000   8.67   2.30   120,000   2.30 
      3,115,000       0.97   2,630,569   0.96 
Schedule of stock options valuation assumptions using a Black-Scholes pricing model '
 
   September 30,
2014
 
     
 Dividend rate  0%
 Volatility  81.6% to 91.9%
 Risk-free rate  1.25%
 Term - years  0.25 to 2.25 
Schedule of stock-based compensation expense '
 
   Three months ended 
  September 30,
 
   2014  2013 
   $  $ 
        
 Research and development  21,133   50,075 
 General and administrative  27,807   189,801 
          
    48,940   239,876 
Schedule of unvested stock options '

 

   Number of 
  Options
  Weighted
average 
  exercise 
  price 
  $
  Weighted 
  average 
  grant date 
  fair value 
 $
 
           
 Unvested at June 30, 2014  735,681   0.98   0.54 
 Vested  (179,036)  0.95   0.56 
 Forfeited  (72,214)  0.58   0.36 
              
 Unvested at September 30, 2014  484,431   0.98   0.54 
Schedule of outstanding warrants '

 

 Description Number 
      
 Balance – June 30, 2014  18,732,485 
 Broker warrants (i)  (92,000)
 Investor warrants (ii)  (849,727)
      
 Balance - September 30, 2014  17,790,758 

  

i)During the three months ended September 30, 2014, 92,000 broker warrants were cancelled.
ii)During the three months ended September 30, 2014, 849,727 Investor Warrants were exercised for 848,727 shares of common stock (note 6).
 
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet19.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Financial Instruments (Tables)
3 Months Ended
Sep. 30, 2014
Fair Value Disclosures [Abstract] '
Schedule of derivative liabilities under the fair value hierarchy '
   September 30, 2014 
 Liability  Level 1   Level 2   Level 3 
              
 Derivative liability  -   -   3,458,662 

   June 30, 2014 
 Liability  Level 1   Level 2   Level 3 
              
 Derivative liability  -   -   3,329,367 

 

------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet20.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Nature of Operations and Liquidity Risk (Details) (USD $)
3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Nature Of Operations And Liquidity Risk [Abstract] ' ' ' '
Net and comprehensive loss (income) for the period $ 1,322,361 $ (6,794,232) ' '
Accumulated deficit 19,985,775 ' 18,663,414 '
Cash and cash equivalents 4,315,746 5,170,812 4,759,711 6,282,992
Net proceeds from exercise of warrants $ 1,266,177 ' ' '
Number of warrants exercised 1,986,074 ' ' '
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet21.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Significant Accounting Policies (Details)
3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Common stock ' '
Significant Accounting Policies [Line Items] ' '
Antidilutive securities excluded from computation of earnings per share 17,790,758 24,879,009
Stock options [Member] ' '
Significant Accounting Policies [Line Items] ' '
Antidilutive securities excluded from computation of earnings per share 3,115,000 3,240,000
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet22.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Taxes and Other Receivables (Details) (USD $)
Sep. 30, 2014
Jun. 30, 2014
Schedule of taxes and other receivables ' '
Government grants $ 5,549 $ 562
Other receivables 13,791 9,010
Taxes and other receivables $ 19,340 $ 9,572
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet23.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Taxes and Other Receivables (Details Textual) (IRAP)
3 Months Ended 36 Months Ended
Sep. 30, 2014
USD ($)
Jun. 15, 2017
Subsequent Event [Member]
USD ($)
Jun. 15, 2017
Subsequent Event [Member]
CAD
Schedule of Taxes and Other Receivables [Line Items] ' ' '
Maximum amount of reimbursement for research and development costs ' $ 173,578 194,398
Reimbursement received 5,549 ' '
Reimbursement receivable $ 5,549 ' '
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet24.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Valent Technologies LLC Agreement (Details) (USD $)
Sep. 30, 2014
Jun. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Series A Preferred Stock [Member]
Sep. 30, 2014
Valent Technologies, LLC
Sep. 30, 2014
Valent Technologies, LLC
Series A Preferred Stock [Member]
Agreement [Line Items] ' ' ' ' ' '
Loan payable ' ' ' ' $ 278,530 '
Loan payable, including accrued interest $ 2,091 ' $ 2,029 ' $ 28,530 '
Preferred stock, issued ' ' ' 278,530 ' '
Preferred Stock, par value (in dollars per share) $ 0.001 $ 0.001 ' ' ' $ 1
Preferred Stock, dividend rate percentage ' ' ' 3.00% ' '
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet25.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Related Party Transactions (Details) (USD $)
3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Jun. 30, 2014
Related Party Transaction [Line Items] ' ' '
Aggregate amount owing to officers and directors for fees and expenses $ 41,674 ' $ 54,960
Valent Technologies, LLC ' ' '
Related Party Transaction [Line Items] ' ' '
Loans Payable, Current 278,530 ' '
Officer and Director | Consulting Agreement ' ' '
Related Party Transaction [Line Items] ' ' '
Cash compensation to officers 145,000 112,500 '
Aggregate amount owing to officers and directors for fees and expenses 41,674 ' 54,960
Director fees recognized $ 24,500 $ 11,583 '
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet26.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Derivative Liability (Details) (USD $)
3 Months Ended 12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Jun. 30, 2014
Schedule Of Derivative Liabilities [Roll Forward] ' ' '
Opening balance $ 3,329,367 ' '
Change in fair value of unexercised warrants 368,594 (8,094,339) 166,388
Change in fair value of derivative liability due to change in warrant terms (167,190) ' (111,179)
Reclassification to equity upon exercise of warrants (72,109) ' (1,128,148)
Closing balance $ 3,458,662 ' $ 3,329,367
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet27.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Derivative Liability (Details Textual) (USD $)
3 Months Ended 6 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Jun. 30, 2014
Sep. 30, 2014
Investor Warrants [Member]
Jun. 09, 2014
Investor Warrants [Member]
Sep. 30, 2014
Investor Warrants [Member]
Maximum [Member]
Sep. 30, 2014
Investor Warrants [Member]
Minimum [Member]
Sep. 30, 2014
Warrants Issued for Services [Member]
Aug. 08, 2014
Amended Warrants
Sep. 30, 2014
Amended Warrants
Derivative [Line Items] ' ' ' ' ' ' ' ' ' '
Common stock shares issued on exercise of warrants ' ' ' ' ' ' ' ' ' 87,500
Number of warrants issued ' ' ' ' ' ' ' 300,000 ' '
Number of warrants of exercised ' ' ' ' ' ' ' ' 762,227 87,500
Reclassification of derivative liability to equity upon exercise of Investor Warrants (note 8) ' ' '   ' ' ' ' ' ' $ 72,109
Number of warrants outstanding ' ' ' 8,345,751 9,195,478 ' ' ' ' '
Warrants exercisable description ' ' ' ' ' ' ' ' ' '(i) reduce the exercise price of the Investor Warrants from $0.80 per share to $0.65 per share of common stock in cash, (ii) shorten the exercise period of the Investor Warrants so that they expire concurrently with the expiration of the Offer to Amend and Exercise at 5:00 p.m. (Pacific Time) on August 8, 2014, as may be extended by the Company in its sole discretion ("Expiration Date"), (iii) delete the price-based anti-dilution provisions contained in the Investor Warrants, (iv) restrict the ability of the holder of shares issuable upon exercise of the Amended Warrants to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of such shares without the prior written consent of the Company for a period of time twenty (20) days after the Expiration Date (the " Lock-Up Period ")
Exercise Price $ 0.65 ' ' ' ' $ 0.8 $ 0.65 ' ' '
Agent fee of warrants ' ' ' ' ' ' ' ' 24,772 '
Percentage of agent fee of warrant ' ' ' ' ' ' ' ' 5.00% '
Net proceeds from the exercise of warrants $ 527,551 '   ' ' ' ' ' ' $ 470,676 $ 56,875
Dividend warrants exercise price $ 1.25 ' ' ' ' ' ' ' ' '
Number of dividend warrants issued 3,250,007 ' ' ' ' ' ' ' ' '
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet28.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Derivative Liability (Details Textual 1)
3 Months Ended
Sep. 30, 2014
Dividend Warrants [Member] '
Derivative [Line Items] '
Fair value assumptions dividend rate 0.00%
Fair value assumptions volatility rate 75.00%
Fair value assumptions risk free rate 1.49%
Fair value assumptions expected term '3 years 3 months
Investor Warrants [Member] '
Derivative [Line Items] '
Fair value assumptions dividend rate 0.00%
Fair value assumptions volatility rate 75.00%
Fair value assumptions risk free rate 1.49%
Fair value assumptions expected term '3 years 3 months
Warrants Issued for Services [Member] '
Derivative [Line Items] '
Fair value assumptions dividend rate 0.00%
Fair value assumptions volatility rate 76.00%
Fair value assumptions risk free rate 1.67%
Fair value assumptions expected term '4 years
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet29.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Details) (USD $)
3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Schedule Of Common Stock Issued And Outstanding [Line Items] ' '
Balance $ 880,479 '
Stock-based compensation 46,596 137,395
Balance 520,942 '
Common stock [Member] ' '
Schedule Of Common Stock Issued And Outstanding [Line Items] ' '
Balance 35,992 '
Balance (in shares) 35,992,343 '
Exercise of Investor Warrants - net of issue costs 850 '
Exercise of Investor Warrants - net of issue costs, shares 849,727 '
Reclassification of derivative liability to equity on exercise of warrants '   '
Expiration of Broker Warrants '   '
Reclassification of stock option liability upon forfeiture of stock options '   '
Stock-based compensation '   '
Balance 36,842 '
Balance (in shares) 36,842,070 '
Additional paid-in capital [Member] ' '
Schedule Of Common Stock Issued And Outstanding [Line Items] ' '
Balance 13,286,278 '
Exercise of Investor Warrants - net of issue costs 526,701 '
Reclassification of derivative liability to equity on exercise of warrants 72,109 '
Expiration of Broker Warrants 12,640 '
Reclassification of stock option liability upon forfeiture of stock options 38,038 '
Stock-based compensation 46,596 '
Balance 13,982,362 '
Warrants [Member] ' '
Schedule Of Common Stock Issued And Outstanding [Line Items] ' '
Balance 6,200,445 '
Exercise of Investor Warrants - net of issue costs '   '
Reclassification of derivative liability to equity on exercise of warrants '   '
Expiration of Broker Warrants (12,640) '
Reclassification of stock option liability upon forfeiture of stock options '   '
Stock-based compensation '   '
Balance $ 6,187,805 '
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet30.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Details 1) (Stock options [Member], USD $)
3 Months Ended
Sep. 30, 2014
Stock options [Member] '
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] '
Beginning balance 3,187,214
Forfeited (72,214)
Ending balance 3,115,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] '
Beginning balance (in Dollars per share) $ 0.96
Forfeited (in Dollars per share) $ 0.58
Ending balance (in Dollars per share) $ 0.97
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet31.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Details 2) (Stock options [Member], USD $)
Sep. 30, 2014
Jun. 30, 2014
Sep. 30, 2014
0.45 [Member]
Sep. 30, 2014
1.05 [Member]
Sep. 30, 2014
1.54 [Member]
Jun. 30, 2014
2.30 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] ' ' ' ' ' '
Exercise price (in Dollars per share) ' ' $ 0.45 $ 1.05 $ 1.54 $ 2.3
Number of stock options outstanding 3,115,000 3,187,214 825,000 1,990,000 180,000 120,000
Weighted average remaining contractual life (years) ' ' '7 years 4 months 17 days '8 years 10 months 17 days '8 years 6 months '8 years 8 months 1 day
Weighted average exercise price (in Dollars per share) $ 0.97 $ 0.96 $ 0.45 $ 1.05 $ 1.54 $ 2.3
Number of stock options exercisable 2,630,569 ' 771,819 1,558,750 180,000 120,000
Exercise price (in Dollars per share) $ 0.96 ' $ 0.45 $ 1.05 $ 1.54 $ 2.3
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet32.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Details 3) (Stock options [Member])
3 Months Ended
Sep. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] '
Dividend rate 0.00%
Risk-free rate 1.25%
Minimum [Member] '
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] '
Volatility 81.60%
Term - years '3 months
Maximum [Member] '
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] '
Volatility 91.90%
Term - years '2 years 3 months
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet33.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Details 4) (USD $)
3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] ' '
Stock-based compensation expense $ 48,940 $ 239,876
Research and development ' '
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] ' '
Stock-based compensation expense 21,133 50,075
General and administrative ' '
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] ' '
Stock-based compensation expense $ 27,807 $ 189,801
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet34.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Details 5) (Stock options [Member], USD $)
3 Months Ended
Sep. 30, 2014
Stock options [Member] '
Number of Options '
Number of options unvested, beginning balance 735,681
Number of options, vested (179,036)
Number of options, forfeited (72,214)
Number of options unvested, ending balance 484,431
Weighted Average Exercise Price '
Weighted average exercise price unvested, beginning balance (in Dollars per share) $ 0.98
Weighted average exercise price unvested, vested (in Dollars per share) $ 0.95
Weighted average exercise price unvested, forfeited (in Dollars per share) $ 0.58
Weighted average exercise price unvested, ending balance (in Dollars per share) $ 0.98
Weighted Average Grant Date Fair Value '
Weighted average grant date fair value, unvested, beginning balance (in Dollars per share) $ 0.54
Weighted average grant date fair value, unvested, vested (in Dollars per share) $ 0.56
Weighted average grant date fair value, unvested, forfeited (in Dollars per share) $ 0.36
Weighted average grant date fair value, unvested, ending balance (in Dollars per share) $ 0.54
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet35.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Details 6)
3 Months Ended
Sep. 30, 2014
Number Of Warrants [Roll Forward] '
Beginning Balance 18,732,485
Broker warrants (i) (92,000) [1]
Investor warrants (ii) (849,727) [2]
Ending Balance 17,790,758
[1] i) During the three months ended September 30, 2014, 92,000 broker warrants were cancelled.
[2] ii) During the three months ended September 30, 2014, 849,727 Investor Warrants were exercised for 848,727 shares of common stock (note 6).
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet36.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Detail Textuals) (USD $)
3 Months Ended 12 Months Ended 3 Months Ended 3 Months Ended 6 Months Ended
Sep. 30, 2014
Jun. 30, 2014
Sep. 30, 2014
Series A Preferred Stock [Member]
Sep. 30, 2014
Canadian Residents
Sep. 30, 2014
Exchange Agreement
Series A Preferred Stock [Member]
Sep. 30, 2014
Voting and Exchange Trust Agreement
Jun. 30, 2014
Voting and Exchange Trust Agreement
Stockholders Equity Note [Line Items] ' ' ' ' ' ' '
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001 ' ' $ 1 ' '
Preferred stock, shares authorized 5,000,000 5,000,000 ' ' ' ' '
Preferred stock, issued ' ' 278,530 ' ' ' '
Preferred stock, shares outstanding ' ' 278,530 ' ' ' '
Preferred stock special voting shares issued 1 1 ' ' ' 1 1
Common stock, shares authorized 200,000,000 200,000,000 ' ' ' ' '
Common stock, par value (in dollars per share) $ 0.001 $ 0.001 ' ' ' ' '
Common stock, shares issued (in shares) 36,842,070 35,992,343 ' 6,644,583 ' ' '
Common stock, shares outstanding (in shares) 36,842,070 35,992,343 ' 6,644,583 ' ' '
Preferred Stock, dividend rate percentage ' ' 3.00% ' ' ' '
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet37.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Detail Textuals 1)
3 Months Ended 3 Months Ended
Sep. 30, 2014
USD ($)
Sep. 30, 2014
CAD
Sep. 30, 2013
USD ($)
Jun. 30, 2014
USD ($)
Sep. 30, 2014
Warrant [Member]
Sep. 30, 2014
Broker Warrants [Member]
CAD
Stockholders Equity Note [Line Items] ' ' ' ' ' '
Number of warrants exercisable ' ' ' ' 848,727 92,000
Stock options granted 825,000 825,000 ' ' ' '
Stock option expense $ 48,940 ' $ 239,876 ' ' '
Stock option recognized as additional paid in capital 46,596 ' 137,395 ' ' '
Exercise price $ 0.45 0.5 ' ' ' 0.5
Stock option liability 182,065 ' 102,481 217,759 ' '
Aggregate intrinsic value of stock options outstanding 423,679 ' 445,230 ' ' '
Aggregate intrinsic value of stock options exercisable 396,368 ' 340,560 ' ' '
Unrecognized compensation expense $ 93,637 ' ' ' ' '
Unrecognized compensation expense, period of recognition '1 year 9 months '1 year 9 months ' ' ' '
Number of common stock called by warrants ' ' ' ' 849,727 '
Number of warrants cancelled ' ' ' ' ' 92,000
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet38.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Financial Instruments (Details) (USD $)
Sep. 30, 2014
Jun. 30, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] ' '
Derivative liability $ 3,458,662 $ 3,329,367
Fair Value, Inputs, Level 1 [Member] ' '
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] ' '
Derivative liability '   '  
Fair Value, Inputs, Level 2 [Member] ' '
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] ' '
Derivative liability '   '  
Fair Value, Inputs, Level 3 [Member] ' '
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] ' '
Derivative liability $ 3,458,662 $ 3,329,367
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/Sheet39.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Subsequent Events (Details) (USD $)
3 Months Ended
Sep. 30, 2014
Subsequent Event [Line Items] '
Exercise price of warrant $ 0.65
Common stock issued pursuant to exercise of warrants 1,136,347
Number of investor warrants exercised 1,136,347
Proceeds from investor warrants $ 738,626
Investor Warrants reclassified to equity 346,018
Portion of derivative liability reclassified to equity 1,084,644
Dividend Warrants reclassified to equity $ 825,502
Shares of common stock for services to unrelated parties 187,000
Additional number of stock option granted 300,000
Stock options expiration date Oct 1, 2019
Stock options exercise price $ 1
------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706 Content-Location: file:///C:/e2b60062_081a_45ff_8760_71570c3a3706/Worksheets/filelist.xml Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii" ------=_NextPart_e2b60062_081a_45ff_8760_71570c3a3706--