UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
x |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2015
or
o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission file number 333-68008
PHARMACYTE BIOTECH, INC.
(Exact name of registrant as specified in
its charter)
Nevada |
62-1772151 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
12510 Prosperity Drive, Suite 310, Silver
Spring, Maryland 20904
(Address of principal executive offices)
(917) 595-2850
(Registrant’s telephone number, including
area code)
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
x |
Non-accelerated filer |
o |
Smaller reporting company |
o |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of December 10, 2015, registrant had
750,826,823 outstanding shares of common stock, with a par value of $0.0001 per share.
Explanatory Note
We are filing this Amendment No. 1
on Form 10-Q/A (“Amended Filing”) to our Quarterly Report on Form 10-Q for the period ended October 31, 2015, which
was filed with the Securities and Exchange Commission (“Commission”) on December 10, 2015 (“Original Filing”),
to amend and restate our condensed consolidated financial statements and related disclosures as of and for the period ended October
31, 2015, as disclosed below in Note 1A to the accompanying restated condensed consolidated financial statements and condensed
consolidated notes thereto (“Restated Financial Statements”), as well as to amend certain other Items within the Original
Filing as listed under the caption “Items Amended in this Filing” below, as a result of such amendment and restatement
of our condensed consolidated financial statements. As further described below under the caption “Restatement of Other Financial
Statements,” concurrently with this Amended Filing we are also filing an amendment (“Amended Form 10-K”) to
our Annual Report on Form 10-K for the year ended April 30, 2015, originally filed July 29, 2015 (“Original Form 10-K”),
and an amendment (“Amended July Form 10-Q”) to our Quarterly Report on Form 10-Q for the period ended July 31, 2015,
originally filed August 25, 2015 (“Original July Form 10-Q”).
Background of Restatement
As described below and in the notes
to the Restated Financial Statements, PharmaCyte Biotech, Inc. (“Company”) restated its condensed consolidated financial
statements as of and for the period ended October 31, 2015 to reflect adjustments made to correct the treatment of the issuance
of certain shares of the Company’s common stock, $0.0001 par value per share (“common stock”), warrants and
certain other matters, as further described below, resulting in a material understatement to assets, a material overstatement
to liabilities and a material understatement to stockholders’ equity. The nature and impact of these adjustments are
described in more detail below.
The adjustments described
above relate to the Company’s issuance of certain warrants to purchase common stock with a cashless exercise
feature (“cashless warrants”) in connection with its entry into a marketing and consulting agreement
(“Consultant Agreement”) with a consultant during the fourth quarter of the prior fiscal year ended April 30,
2015 (for more information, see the Amended Form 10-K). The Company accounted for the cashless warrants as a derivative
liability in the Original Form 10-K. However, upon further analysis, the Company determined that the cashless warrants should
have been accounted for as equity in accordance with generally accepted accounting principles in the United States of
America (“U.S. GAAP”) in the Original Form 10-K. Additionally, the Company determined that the Consultant
Agreement, issuance of shares of common stock to the consultant pursuant to the Consultant Agreement, stock issuance, and the
issuance of certain warrants to purchase common stock with a cash exercise feature (“cash warrants”) and the
cashless warrants to the consultant should have been recorded as a prepaid asset and amortized over the term of the
Consultant Agreement in accordance with U.S. GAAP. As a result of the Company’s determination that the cashless
warrants should be accounted for as equity, and that the Consultant Agreement, cash warrants and cashless warrants should be
accounted for as a prepaid asset, the Company increased general and administrative expenses by the net amount of $506,573 and
$1,013,146 on its condensed consolidated statements of operations for the three and six months ended October 31, 2015,
respectively, and increased prepaid expenses and other assets by the amount of $335,878, net of amortization, on its
condensed consolidated balance sheet as of October 31, 2015, as set forth in the Restated Financial Statements. As a
result of these adjustments, and the adjustments to our consolidated financial statements for the fiscal year ended April 30,
2015, as set forth in the Amended Form 10-K, the Company recorded a net increase to its accumulated deficit in the amount of
$578,382 and an increase to total stockholders’ equity in the amount of $335,878.
As set forth in the Restated Financial
Statements, the effect of the timing of the recognition of the cashless warrant expense resulted in a decrease of $29,746 and
$492,049 to total other income, an increase to general and administrative expenses of $506,573 and $1,013,146 (amortization of
prepaid expenses) and an increase to reported net loss in the amount of $536,319 and $1,505,195 for the three and six months ended
October 31, 2015, respectively.
Internal Control Considerations
In connection with the Restated Financial
Statements, our management has re-evaluated the effectiveness of our disclosure controls and procedures as of October 31, 2015
and has concluded that our disclosure controls and procedures were not effective due to the material weaknesses in internal control
over financial reporting described in the Original Filing as well as additional material weaknesses described below.
Management has also re-evaluated the
effectiveness of our internal control over financial reporting as of April 30, 2015, as disclosed in the Amended Form 10-K, and
the changes in our internal control over financial reporting that occurred during the period ended October 31, 2015. Based on
such re-evaluation, management confirmed that the material weaknesses in internal control over financial reporting described in
the Original Form 10-K continue to be material weaknesses, and has identified additional material weaknesses in internal control
over financial reporting relating to the accounting for the Consultant Agreement, certain common stock issuances and warrants
and certain disclosures relating to issuances of options and common stock to directors and officers, which necessitated the restatements
of our financial statements as of and for the year ended April 30, 2015 and as of and for the periods ended July 31, 2015 and
October 31, 2015, as described above (collectively, “Restatements”).
For a discussion of management’s
consideration of our disclosure controls and procedures, internal control over financial reporting and the material weaknesses
identified, see Part I, Item 4, “Controls and Procedures.”
Items Amended in This Filing
This Amended Filing sets forth the
Original Filing, as modified and superseded where necessary to reflect the restatement described above. The following Items have
been amended and restated as a result of, and to reflect, the Restated Financial Statements:
Part I –
Item 1. Financial Statements;
Part I –
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations;
Part I –
Item 4. Controls and Procedures; and
Part II –
Item 6. Exhibits.
The Company's Chief Executive Officer
and Interim Chief Financial Officer is providing currently dated certifications in connection with this Amended Filing, which
are being filed or furnished as Exhibit 31.1 and Exhibit 32.1 to this Amended Filing. The Company is also filing various exhibits
related to XBRL.
Except as set forth above, no other
information included in the Original Filing has been amended or updated by this Amended Filing. This Amended Filing continues
to describe the conditions as of the date of the Original Filing and, except as contained herein, we have not updated or modified
the disclosures contained in the Original Filing. Accordingly, this Amended Filing should be read in conjunction with our filings
made with the Commission subsequent to the filing of the Original Filing, including any amendments to those filings.
Restatement of Other Financial Statements
Along with the filing of this Amended
Filing, we are concurrently filing the Amended Form 10-K and the Amended July Form 10-Q. The Amended Form 10-K and Amended July
Form 10-Q are being filed to amend and restate our audited consolidated financial statements and schedule and related notes and
disclosures for the year ended April 30, 2015 and our unaudited condensed consolidated financial statements and related notes
and disclosures for the period ended July 31, 2015, respectively. For further information, see our Amended Form 10-K and Amended
July Form 10-Q.
PHARMACYTE BIOTECH, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED OCTOBER
31, 2015
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Page |
PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (As Restated) |
3 |
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Condensed Consolidated Balance Sheets as of October 31, 2015
and April 30, 2015 (Unaudited) (As Restated) |
3 |
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Condensed Consolidated Statements of Operations for the Three
Months and Six Months Ended October 31, 2015 and 2014 (Unaudited) (As Restated) |
4 |
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Condensed Consolidated Statements of Comprehensive Loss for
the Three Months and Six Months Ended October 31, 2015 and 2014 (Unaudited) (As Restated) |
5 |
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Condensed Consolidated Statements of Cash Flows for the Six
Months Ended October 31, 2015 and 2014 (Unaudited) (As Restated) |
6 |
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Notes to Condensed Consolidated Financial Statements (Unaudited)
(As Restated) |
7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition
and Results of Operations ( As Restated) |
21 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
26 |
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Item 4. |
Controls and Procedures |
26 |
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PART II. |
OTHER INFORMATION |
28 |
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Item 1. |
Legal Proceedings |
28 |
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Item 1A. |
Risk Factors |
28 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
28 |
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Item 3. |
Defaults Upon Senior Securities |
28 |
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Item 4. |
Mine Safety Disclosures |
28 |
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Item 5. |
Other Information |
28 |
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Item 6. |
Exhibits (As Restated) |
29 |
PART I – FINANCIAL INFORMATION
Item1. Financial Statements (As Restated)
PHARMACYTE BIOTECH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(AS RESTATED)
| |
October 31, | | |
April 30, | |
| |
2015 | | |
2015 | |
| |
(Restated) | | |
(Restated) | |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 2,312,430 | | |
$ | 2,699,737 | |
Prepaid expenses and other current assets | |
| 410,635 | | |
| 1,468,281 | |
Deposit | |
| 125,000 | | |
| – | |
Total current assets | |
| 2,848,065 | | |
| 4,168,018 | |
| |
| | | |
| | |
Other assets: | |
| | | |
| | |
Intangibles | |
| 3,549,427 | | |
| 3,549,427 | |
Investment in SG Austria | |
| 1,572,193 | | |
| 1,572,193 | |
Other assets | |
| 7,854 | | |
| 7,854 | |
Total other assets | |
| 5,129,474 | | |
| 5,129,474 | |
| |
| | | |
| | |
Total Assets | |
$ | 7,977,539 | | |
$ | 9,297,492 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 427,208 | | |
$ | 496,699 | |
Accrued expenses | |
| 52,797 | | |
| 23,667 | |
License agreement obligation | |
| 600,000 | | |
| 1,000,000 | |
Total current liabilities | |
| 1,080,005 | | |
| 1,520,366 | |
| |
| | | |
| | |
Total Liabilities | |
| 1,080,005 | | |
| 1,520,366 | |
| |
| | | |
| | |
Commitments and Contingencies (Notes 7 and 9) | |
| | | |
| | |
| |
| | | |
| | |
Preferred stock, authorized 10,000,000 shares, $0.0001
par value, 0 shares issued and outstanding, respectively | |
| – | | |
| – | |
| |
| | | |
| | |
Stockholders' equity: | |
| | | |
| | |
Common stock, authorized 1,490,000,000 shares, $0.0001 par value, 747,443,744 and 732,760,536
shares issued and outstanding as of October 31, 2015 and April 30, 2015, respectively |
|
|
74,749 |
|
|
|
73,273 |
|
Additional paid in capital | |
| 88,599,651 | | |
| 86,330,224 | |
Accumulated deficit | |
| (81,778,453 | ) | |
| (78,627,833 | ) |
Accumulated other comprehensive income | |
| 1,587 | | |
| 1,462 | |
Total stockholders' equity | |
| 6,897,534 | | |
| 7,777,126 | |
| |
| | | |
| | |
Total Liabilities and Stockholders' Equity | |
$ | 7,977,539 | | |
$ | 9,297,492 | |
See accompanying notes to condensed consolidated
financial statements.
PHARMACYTE BIOTECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(AS RESTATED)
| |
Three Months Ended October 31, | | |
Six Months Ended October 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
(Restated) | | |
| | | |
(Restated) | | |
| | |
Revenues: | |
| | | |
| | | |
| | | |
| | |
Product sales | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | – | |
Total revenue | |
| – | | |
| – | | |
| – | | |
| – | |
Cost of revenue | |
| – | | |
| – | | |
| – | | |
| – | |
Gross margin | |
| – | | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
Research and development costs | |
| 439,711 | | |
| 347,763 | | |
| 595,389 | | |
| 347,763 | |
Sales and marketing | |
| – | | |
| – | | |
| – | | |
| 230,500 | |
Compensation expense | |
| 400,507 | | |
| 4,840,754 | | |
| 848,077 | | |
| 5,094,172 | |
Director fees | |
| 9,000 | | |
| – | | |
| 27,000 | | |
| – | |
Legal and professional | |
| 57,988 | | |
| 353,230 | | |
| 183,063 | | |
| 614,094 | |
General and administrative | |
| 728,612 | | |
| 703,692 | | |
| 1,496,600 | | |
| 1,542,070 | |
Total operating expenses | |
| 1,635,818 | | |
| 6,245,439 | | |
| 3,150,129 | | |
| 7,828,599 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| (1,635,818 | ) | |
| (6,245,439 | ) | |
| (3,150,129 | ) | |
| (7,828,599 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Gain on settlement of stock recoveries | |
| – | | |
| 2,183,331 | | |
| – | | |
| 2,183,331 | |
Other income (expense) | |
| 430 | | |
| 508 | | |
| 335 | | |
| 1,496 | |
Interest expense, net | |
| (194 | ) | |
| (2,073 | ) | |
| (826 | ) | |
| (4,725 | ) |
Total other income (expense), net | |
| 236 | | |
| 2,181,766 | | |
| 491 | | |
| 2,180,102 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,635,582 | ) | |
$ | (4,063,673 | ) | |
$ | (3,150,620 | ) | |
$ | (5,648,497 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted loss per share | |
$ | (0.00 | ) | |
$ | (0.01 | ) | |
$ | (0.00 | ) | |
$ | (0.01 | ) |
Weighted average shares outstanding basic and diluted | |
| 745,357,022 | | |
| 703,328,836 | | |
| 741,637,252 | | |
| 702,629,501 | |
See accompanying notes to condensed consolidated financial statements.
PHARMACYTE BIOTECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(AS RESTATED)
| |
Three Months Ended October 31, | | |
Six Months Ended October 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
(Restated) | | |
| | | |
(Restated) | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Net Loss | |
$ | (1,635,582 | ) | |
$ | (4,063,673 | ) | |
$ | (3,150,620 | ) | |
$ | (5,648,497 | ) |
Other comprehensive income: | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation adjustment | |
| (34 | ) | |
| – | | |
| 1,587 | | |
| – | |
Other comprehensive income (loss) | |
| (34 | ) | |
| – | | |
| 1,587 | | |
| – | |
Comprehensive loss | |
$ | (1,635,616 | ) | |
$ | (4,063,673 | ) | |
$ | (3,149,033 | ) | |
$ | (5,648,497 | ) |
See accompanying notes to condensed consolidated financial statements.
PHARMACYTE BIOTECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(AS RESTATED)
| |
Six Months Ended October 31, | |
| |
2015 | | |
2014 | |
| |
(Restated) | | |
| | |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (3,150,620 | ) | |
$ | (5,648,497 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Stock issued for services | |
| 333,216 | | |
| 297,500 | |
Stock issued for compensation | |
| 254,040 | | |
| 480,350 | |
Stock based compensation - options | |
| 287,928 | | |
| 4,307,822 | |
Stock based compensation - warrants | |
| 679,930 | | |
| 100,000 | |
Gain on recovery of stock for services | |
| – | | |
| (2,183,332 | ) |
Change in assets and liabilities: | |
| | | |
| | |
(Increase) / decrease in prepaid expenses and current assets | |
| (80,500 | ) | |
| 195,496 | |
Increase / (decrease) in accounts payable | |
| (69,491 | ) | |
| 84,067 | |
Increase / (decrease) in accrued expenses | |
| 29,130 | | |
| (37,012 | ) |
Decrease in license agreement obligation | |
| (400,000 | ) | |
| – | |
Net cash used in operating activities | |
| (2,116,367 | ) | |
| (2,403,606 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Net cash provided by (used in) investing activities | |
| – | | |
| – | |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from sale of common stock | |
| 1,728,935 | | |
| 86,000 | |
Repayment of debt, related parties | |
| – | | |
| (143,859 | ) |
Net cash provided by (used in) financing activities | |
| 1,728,935 | | |
| (57,859 | ) |
| |
| | | |
| | |
Effect of currency rate exchange on cash | |
| 125 | | |
| – | |
| |
| | | |
| | |
Net decrease in cash | |
| (387,307 | ) | |
| (2,461,465 | ) |
| |
| | | |
| | |
Cash at beginning of the period | |
| 2,699,737 | | |
| 3,616,470 | |
Cash at end of the period | |
$ | 2,312,430 | | |
$ | 1,155,005 | |
| |
| | | |
| | |
Supplemental disclosures of cash flows information: | |
| | | |
| | |
Cash paid during the period for interest | |
$ | 826 | | |
$ | – | |
See accompanying notes to condensed consolidated financial statements.
PHARMACYTE BIOTECH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
October 31, 2015
(UNAUDITED) (AS RESTATED)
NOTE 1A – RESTATEMENT AND REVISION OF PREVIOUSLY REPORTED
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PharmaCyte Biotech, Inc. (“Company”)
restated its condensed consolidated financial statements as of and for the period ended October 31, 2015 to reflect adjustments
made due to the correction of the treatment of the issuance of certain shares of the Company’s common stock, $0.0001 par
value per share (“common stock”), warrants and certain other matters, as further described below, resulting in a material
understatement to assets, a material overstatement to liabilities and a material understatement to stockholders’ equity. The
nature and impact of these adjustments are described in more detail below.
The adjustments described
above relate to the Company’s issuance of certain warrants to purchase common stock with a cashless exercise
feature (“cashless warrants”) in connection with its entry into a marketing and consulting agreement
(“Consultant Agreement”) with a consultant during the fourth quarter of the prior fiscal year ended April 30,
2015 (for more information, see the amendment (“Amended Form 10-K”)) to our Annual Report on Form 10-K for the
year ended April 30, 2015, originally filed July 29, 2015 (“Original Form 10-K”). The Company accounted for
the cashless warrants as a derivative liability in the Original Form 10-K. However, upon further analysis, the Company
determined that the cashless warrants should have been accounted for as equity in accordance with generally accepted
accounting principles in the United States of America (“U.S. GAAP”) in the Original Form 10-K. Additionally,
the Company determined that the issuance of shares of common stock to the consultant pursuant to the Consultant Agreement and
the issuance of certain warrants to purchase common stock with a cash exercise feature (“cash warrants”) and the
cashless warrants to the consultant should have been recorded as a prepaid asset and amortized over the term of the
Consultant Agreement in accordance with U.S. GAAP in the Original Form 10-K. As a result of the Company’s determination
that the cashless warrants should be accounted for as equity, and that the Consultant Agreement, stock issuance, cash
warrants and cashless warrants should be accounted for as a prepaid asset, the Company increased general and administrative
expenses by the net amount of $506,573 and $1,013,146 on its condensed consolidated statements of operations for the three
and six months ended October 31, 2015, respectively, and increased prepaid expenses and other assets by the amount of
$335,878, net of amortization, on its condensed consolidated balance sheet as of October 31, 2015, as set forth in the
Restated Financial Statements. As a result of these adjustments, and the adjustments to our consolidated financial statements
for the fiscal year ended April 30, 2015, as set forth in the Amended Form 10-K, the Company recorded a net increase to its
accumulated deficit in the amount of $578,382 and an increase to total stockholders’ equity in the amount of
$335,878.
As set forth in the Restated Financial
Statements, the effect of the timing of the recognition of the cashless warrant expense resulted in a decrease of $29,746 and $492,049
to total other income, an increase to general and administrative expenses of $506,573 and $1,013,146 (amortization of prepaid expenses)
and an increase to reported net loss in the amount of $536,319 and $1,505,195 for the three and six months ended October 31, 2015,
respectively.
The impact of the adjustments to the Company’s
condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of comprehensive
loss, condensed consolidated statements of stockholders’ equity (deficiency) and condensed consolidated statements of cash
flows for the three and six months ending October 31, 2015 is as follows:
| |
October 31, 2015 | |
| |
As Previously Reported | | |
Adjustment | | |
As Restated | |
Selected Consolidated Balance Sheet Accounts | |
| | | |
| | | |
| | |
Prepaid expenses and other current assets | |
$ | 74,757 | | |
$ | 335,878 | | |
$ | 410,635 | |
Total current assets | |
$ | 2,512,187 | | |
$ | 335,878 | | |
$ | 2,848,065 | |
Total assets | |
$ | 7,641,661 | | |
$ | 335,878 | | |
$ | 7,977,539 | |
Additional paid in capital | |
$ | 87,685,381 | | |
$ | 914,270 | | |
$ | 88,599,651 | |
Accumulated deficit | |
$ | (81,200,061 | ) | |
$ | (578,392 | ) | |
$ | (81,778,453 | ) |
Total stockholders' equity | |
$ | 6,561,656 | | |
$ | 335,878 | | |
$ | 6,897,534 | |
Total liabilities and stockholders' equity | |
$ | 7,641,661 | | |
$ | 335,878 | | |
$ | 7,977,539 | |
| |
Three Months Ended October 31, 2 015 | |
| |
As Previously Reported | | |
Adjustment | | |
As Restated | |
Consolidated Statement of Operations | |
| | | |
| | | |
| | |
Total revenue | |
$ | – | | |
$ | – | | |
$ | – | |
Cost of revenue | |
| – | | |
| – | | |
| – | |
Gross margin | |
| – | | |
| – | | |
| – | |
Research and development costs | |
| 439,711 | | |
| – | | |
| 439,711 | |
Compensation expense | |
| 400,507 | | |
| – | | |
| 400,507 | |
Director fee | |
| 9,000 | | |
| – | | |
| 9,000 | |
Legal and professional | |
| 57,988 | | |
| – | | |
| 57,988 | |
General and administrative | |
| 222,039 | | |
| 506,573 | | |
| 728,612 | |
Loss from operations | |
| (1,129,245 | ) | |
| (506,573 | ) | |
| (1,635,818 | ) |
Unrealized gain on change in derivative | |
| 29,746 | | |
| (29,746 | ) | |
| – | |
Other expenses | |
| 430 | | |
| – | | |
| 430 | |
Interest expense, net | |
| (194 | ) | |
| – | | |
| (194 | ) |
Total other income (expense), net | |
| 29,982 | | |
| (29,746 | ) | |
| 236 | |
Net loss | |
$ | (1,099,263 | ) | |
$ | (536,319 | ) | |
$ | (1,635,582 | ) |
| |
| | | |
| | | |
| | |
Basic and diluted net loss per share | |
$ | 0.00 | | |
$ | – | | |
$ | 0.00 | |
| |
Six Months Ended October 31, 2015 | |
| |
As Previously Reported | | |
Adjustment | | |
As Restated | |
Consolidated Statement of Operations | |
| | | |
| | | |
| | |
Total revenue | |
$ | – | | |
$ | – | | |
$ | – | |
Cost of revenue | |
| – | | |
| – | | |
| – | |
Gross margin | |
| – | | |
| – | | |
| – | |
Research and development costs | |
| 595,389 | | |
| – | | |
| 595,389 | |
Compensation expense | |
| 848,077 | | |
| – | | |
| 848,077 | |
Director fee | |
| 27,000 | | |
| – | | |
| 27,000 | |
Legal and professional | |
| 183,063 | | |
| – | | |
| 183,063 | |
General and administrative | |
| 483,454 | | |
| 1,013,146 | | |
| 1,496,600 | |
Loss from operations | |
| (2,136,983 | ) | |
| (1,013,146 | ) | |
| (3,150,129 | ) |
Unrealized gain on change in derivative | |
| 492,049 | | |
| (492,049 | ) | |
| – | |
Other expenses | |
| 335 | | |
| – | | |
| 335 | |
Interest expense, net | |
| (826 | ) | |
| – | | |
| (826 | ) |
Total other income (expense), net | |
| 491,558 | | |
| (492,049 | ) | |
| (491 | ) |
Net loss | |
$ | (1,645,425 | ) | |
$ | (1,505,195 | ) | |
$ | (3,150,620 | ) |
| |
| | | |
| | | |
| | |
Basic and diluted net loss per share | |
$ | 0.00 | | |
$ | – | | |
$ | 0.00 | |
| |
Three Months Ended October 31, 2015 | |
| |
As Previously Reported | | |
Adjustment | | |
As Restated | |
Consolidated Statement of Comprehensive Loss | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,099,263 | ) | |
$ | (536,319 | ) | |
$ | (1,635,582 | ) |
Foreign currency translation adjustment | |
| (34 | ) | |
| – | | |
| (34 | ) |
Comprehensive loss | |
$ | (1,099,297 | ) | |
$ | (536,319 | ) | |
$ | (1,635,616 | ) |
| |
Six Months Ended October 31, 2015 | |
| |
As Previously Reported | | |
Adjustment | | |
As Restated | |
Consolidated Statement of Comprehensive Loss | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,645,425 | ) | |
$ | (1,505,195 | ) | |
$ | (3,150,620 | ) |
Foreign currency translation adjustment | |
| 1,587 | | |
| – | | |
| 1,587 | |
Comprehensive loss | |
$ | (1,643,838 | ) | |
$ | (1,505,195 | ) | |
$ | (3,149,033 | ) |
| |
Six Months Ended October 31, 2015 | |
| |
As Previously Reported | | |
Adjustment | | |
As Restated | |
| |
| | | |
| | | |
| | |
Consolidated Statement of Cash Flows | |
| | | |
| | | |
| | |
Operating activities | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,645,425 | ) | |
$ | (1,505,195 | ) | |
$ | (3,150,620 | ) |
Stock issued for services | |
| – | | |
| 333,216 | | |
| 333,216 | |
Stock issued for compensation | |
| 254,040 | | |
| – | | |
| 254,040 | |
Stock based compensation - options | |
| 287,928 | | |
| – | | |
| 287,928 | |
Stock based compensation - warrants | |
| – | | |
| 679,930 | | |
| 679,930 | |
Gain on derivative liability | |
| (492,049 | ) | |
| 492,049 | | |
| – | |
Increase in prepaid expenses and current assets | |
| (80,500 | ) | |
| – | | |
| (80,500 | ) |
Decrease in accounts payable | |
| (69,491 | ) | |
| – | | |
| (69,491 | ) |
Increase in accrued expenses | |
| 29,130 | | |
| – | | |
| 29,130 | |
Decrease in license agreement obligation | |
| (400,000 | ) | |
| – | | |
| (400,000 | ) |
Net cash used in operating activities | |
| (2,116,367 | ) | |
| – | | |
| (2,116,367 | ) |
| |
| | | |
| | | |
| | |
Investing activities | |
| | | |
| | | |
| | |
Net cash from investing activities | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | |
Financing activities | |
| | | |
| | | |
| | |
Proceeds from sale of common stock | |
| 1,728,935 | | |
| – | | |
| 1,728,935 | |
Net cash provided by financing activities | |
| 1,728,935 | | |
| – | | |
| 1,728,935 | |
| |
| | | |
| | | |
| | |
Effect of currency rate exchange on cash | |
| 125 | | |
| – | | |
| 125 | |
| |
| | | |
| | | |
| | |
Net decrease in cash | |
| (387,307 | ) | |
| | | |
| (387,307 | ) |
Cash at beginning of year | |
| 2,699,737 | | |
| – | | |
| 2,699,737 | |
Cash at October 31, 2015 | |
$ | 2,312,430 | | |
$ | – | | |
$ | 2,312,430 | |
NOTE 1 – NATURE OF BUSINESS
In 2013, the Company restructured its
operations in an effort to focus on biotechnology, having been a nutraceutical products company in the recent past. The restructuring
resulted in the Company focusing all of its efforts upon the development of a unique, effective and safe way to treat cancer and
diabetes. On January 6, 2015, the Company changed its name from Nuvilex, Inc. to PharmaCyte Biotech, Inc. to better reflect the
nature of its business.
The Company is now a clinical stage biotechnology
company focused on developing and preparing to commercialize treatments for cancer and diabetes using a proprietary cellulose-based
live cell encapsulation technology known as “Cell-in-a-Box®.” This patented technology is being used
as a platform upon which treatments for several types of cancer, including advanced, inoperable pancreatic cancer, and diabetes
are being developed.
On May 26, 2011, the Company entered into
an Asset Purchase Agreement (“SG Austria APA”) with SG Austria Private Limited (“SG Austria”) to purchase
100% of the assets and liabilities of SG Austria. As a result, Austrianova Singapore Private Limited ("Austrianova")
and Bio Blue Bird AG ("Bio Blue Bird"), wholly-owned subsidiaries of SG Austria, were to become wholly-owned subsidiaries
of the Company on the condition that the Company pay SG Austria $2.5 million and 100,000,000 shares of the Company’s common
stock. The Company was to receive 100,000 shares of Austrianova’s common stock and nine Bio Blue Bird bearer shares representing
100% of the ownership of Bio Blue Bird.
Through two addenda to the SG Austria APA,
the closing date of the SG Austria APA was extended twice by mutual agreement of the parties.
Effective as of June 25, 2013, the Company
and SG Austria entered into a Third Addendum to the SG Austria APA (“Third Addendum”). The Third Addendum materially
changed the transaction contemplated by the SG Austria APA. Under the Third Addendum, the Company acquired 100% of the equity interests
in Bio Blue Bird and received a 14.5% equity interest in SG Austria. In addition, the Company received nine bearer shares of Bio
Blue Bird to reflect the Company’s 100% ownership of Bio Blue Bird. The Company paid: (i) $500,000 to retire all outstanding
debt of Bio Blue Bird; and (ii) $1.0 million to SG Austria. The Company also paid SG Austria $1,572,193 in exchange for the 14.5%
equity interest of SG Austria. The new transaction required SG Austria to return to the Company the 100,000,000 shares of common
stock held by SG Austria and the Company to return to SG Austria the 100,000 shares of common stock of Austrianova held by the
Company.
Effective as of June 25, 2013, the Company
and SG Austria entered into a Clarification Agreement to the Third Addendum to clarify and include certain language that was inadvertently
omitted from the Third Addendum.
The Third Addendum provides the Company
with an exclusive, worldwide license to use the Cell-in-a-Box® technology, with a right to sublicense, for the development
of a treatment for cancer using certain types of genetically modified human cells (“Cells”) and the use of Austrianova’s
Cell-in-a-Box® trademark for this technology. Bio Blue Bird licenses the Cells from Bavarian Nordic A/S and GSF-Forschungszentrum
fur Umwelt u. Gesundheit GmbH (“Bavarian Nordic/GSF”), the patent holders of the Cells, to develop a treatment for cancer
using these encapsulated Cells. The licensed rights to the Cells pertain to the countries in which Bavarian Nordic/GSF obtained
patent protection.
Effective as of June 25, 2013, the Company
also acquired from Austrianova an exclusive, worldwide license, with a right to sublicense, to use the Cell-in-a-Box®
technology for the development of a treatment for diabetes and the use of Austrianova’s Cell-in-a-Box® trademark
for this technology (“Diabetes Licensing Agreement”). The Company paid Austrianova $2.0 million to secure this license.
In October 2014, the Company acquired from
the University of Technology Sydney (“UTS”) an exclusive, worldwide license to use genetically modified human cells
(“Melligen Cells”) that have been modified to produce, store and release insulin in response to blood glucose levels
in their surroundings. In addition, the Company obtained the non-exclusive worldwide rights to “know-how” associated
with the Melligen cells. The Company is in the process of developing a treatment for insulin-dependent diabetes by encapsulating
the Melligen cells using the Cell-in-a-Box® technology.
Effective as of December 1, 2014, the Company
acquired from Austrianova an exclusive, worldwide license to use the Cell-in-a-Box® technology in combination with
compounds from constituents of the Cannabis plant for development of treatments for diseases and their related symptoms
and the use of Austrianova’s Cell-in-a-Box® trademark for this technology (“Cannabis Licensing Agreement”).
NOTE 2 – MANAGEMENT PLANS
Management Goal and Strategies
The Company’s goal is to have
the Company become an industry-leading biotechnology company using the Cell-in-a-Box® technology as a platform
upon which treatments for cancer and diabetes are developed and obtain marketing approval for these treatments by
regulatory agencies in the United States, the European Union, Australia and Canada.
The Company’s strategies to
achieve this goal consist of the following:
|
· |
The completion of the preparations for a Phase 2b clinical
trial in advanced, inoperable non-metastatic pancreatic cancer and its associated pain to be conducted by Translational Drug
Development, LLC (“TD2”) in the United States with study sites in Europe and Australia; |
|
· |
The completion of the preparations for a clinical trial that
will examine the effectiveness of the Company’s pancreatic cancer treatment in reducing the accumulation of malignant
ascites fluid in the abdomen that is characteristic of pancreatic and other abdominal cancers. This clinical trial will be
conducted by TD2 in the United States; |
|
· |
The completion of preclinical studies that involve the encapsulation of the Melligen cells using the Cell-in-a-Box® technology to develop a treatment for Type 1 diabetes and Type 2 insulin-dependent diabetes; |
|
· |
The enhancement of the Company’s ability to expand into the biotechnology arena through further research and partnering agreements in cancer and diabetes; |
|
· |
The acquisition of contracts that generate revenue or provide research and development capital utilizing the Company’s sublicensing rights; |
|
· |
The further development of uses of the Cell-in-a-Box® technology platform through contracts, licensing agreements and joint ventures with other companies; and |
|
· |
The completion of testing, expansion and marketing of existing and newly derived product candidates. |
NOTE 3 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (AS RESTATED)
This Amendment No. 1 on Form 10-Q/A ("Amended
Filing” or “Report") to the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2015
should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended April 30, 2015. Unless the
context otherwise requires, references in these notes are to the unaudited condensed consolidated financial statements of the Company
and its consolidated subsidiaries.
Principles of Consolidation and Basis of Presentation
The unaudited condensed consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiaries. The unaudited condensed consolidated financial
statements are prepared in accordance with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (“Commission”).
Intercompany balances and transactions are eliminated. In the opinion of the Company’s management, the unaudited condensed
consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial
statement presentation. The Company’s 14.5% investment in SG Austria is presented on the cost method of accounting.
Use of Estimates
The preparation of financial statements
in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported
amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are
inherent in the preparation of the Company’s condensed consolidated financial statements; accordingly, it is possible that
the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts
of the Company’s condensed consolidated financial position and results of operations.
Goodwill and Intangible Assets
The Company records the excess of purchase
price over the fair value of the identifiable net assets acquired as goodwill and other indefinite-lived intangibles. The Financial
Accounting Standards Board ("FASB") standard on goodwill and other intangible assets prescribes a two-step process for
impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as when an event triggering
impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment.
The Company has elected to perform its annual analysis at the end of its fiscal year.
Impairment of Long-Lived Assets
The Company evaluates long-lived assets
for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than carrying
value, a write-down would be recorded to reduce the related asset to its estimated fair value. No impairment was identified or
recorded during the period ended October 31, 2015.
Earnings per Share
Basic earnings (loss) per share are
computed by dividing earnings available to common stockholders by the weighted average number of outstanding common shares
during the period. Diluted earnings per share are computed by dividing net income by the weighted average number of shares
outstanding during the period increased to include the number of additional shares of common stock that would have been
outstanding if the potentially dilutive securities had been issued. For the periods ended October 31, 2015 and 2014, the
Company incurred net losses; therefore, the effect of any common stock equivalent would be anti-dilutive during these
periods.
Fair Value of Financial Instruments
For certain of the Company’s non-derivative
financial instruments, including cash, accounts payable and accrued expenses, the carrying amount approximates fair value due to
the short-term maturities of these instruments.
Accounting Standards Codification
("ASC") Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of
financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value and
establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements
for fair value measures. The carrying amounts reported in the condensed consolidated balance sheets for receivables and
current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values. This is because
of the short period of time between the origination of such instruments, their expected realization and their current market
rate of interest. The three levels of valuation hierarchy are defined as follows:
|
· |
Level 1. Observable inputs such as quoted prices in active markets; |
|
· |
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
|
· |
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
The carrying value of cash, accounts payable
and accrued expenses, as reflected in the condensed consolidated balance sheets, approximate fair value because of the short-term
maturity of these instruments.
Revenue Recognition
Sales of products and related costs of
products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price
is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing
and shipment of products.
Income Taxes
Deferred taxes are calculated using the
liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit
carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will
not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date
of enactment.
A valuation allowance is provided for deferred
income tax assets when, in management’s judgment, based upon currently available information and other factors, it is more
likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for
a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating
results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences.
The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting
estimate because it is based, among other things, on an estimate of future taxable income in the United States and certain other
jurisdictions. This is because it is susceptible to change, may or may not occur and the impact of adjusting a valuation allowance
may be material. In determining when to release the valuation allowance established against the Company’s net deferred income
tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Company’s policy,
and because of the Company’s history of operating losses, the Company does not currently recognize the benefit of all of
its deferred tax assets, including tax loss carry forwards, that may be used to offset future taxable income. The Company continually
assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized.
If and when the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse
the valuation allowance as an income tax benefit in the Company’s statements of operations.
The Company accounts for its uncertain
tax positions in accordance with U.S. GAAP. The purpose of this method is to clarify accounting for uncertain tax positions recognized.
The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one,
recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not
to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained.
In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which
is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely
than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely
than not standard is met, the issue is resolved with the taxing authority or the statute of limitations expires. Positions previously
recognized are reversed when the Company subsequently determines the position no longer is more likely than not to be sustained.
Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective management
estimates. Actual results could differ materially from these estimates.
Research and Development
Research and development expenses consist
of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs to acquire technologies,
including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred.
Technology developed for use in the Company’s product candidates is expensed as incurred until technological feasibility
has been established.
Stock-Based Compensation
The Company’s stock-based employee
compensation awards are described in Note 6. The Company has adopted the provisions of ASC 718, which requires the fair value measurement
and recognition of compensation expense for all stock-based awards made to directors, executives and employees.
Concentration of Credit Risk
The Company has no significant off-balance-sheet
concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The
Company maintains most of its cash balance at a financial institution located in California. Accounts at this institution are insured
by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances aggregated approximately $2,062,000 at October
31, 2015. The Company has not experienced any losses in such accounts, and management believes it is not exposed to any significant
credit risk on cash.
Foreign Currency Translation
The Company translates the financial statements
of its foreign subsidiary from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830, Foreign Currency
Matters. All assets and liabilities of the Company’s foreign subsidiaries are translated at year-end exchange rates,
while revenue and expenses are translated at average exchange rates prevailing during the year. Adjustments for foreign currency
translation fluctuations are excluded from net income and are included in other comprehensive loss. Gains and losses on short-term
intercompany foreign currency transactions are recognized as incurred.
Reclassification
Certain prior year balances have been reclassified
to conform to the presentation in this Report, with no changes in net loss for prior periods presented.
Recent Accounting Pronouncements
We have reviewed all of the recent accounting
pronouncements and have determined that they have not or will not have a material impact on the Company’s consolidated financial
statements, or simply do not apply to the Company’s operations.
NOTE 4 – DEBT
The Company entered into a licensing agreement
for a license to use the Cell-in-a-Box® technology to develop therapies involving the constituents of the Cannabis
plant. As of October 31, 2015, the Company owes $600,000 out of a total required $2,000,000 “Upfront Payment” for the
license (see Note 8).
NOTE 5 – COMMON STOCK TRANSACTIONS
The Company issued 3,600,000 shares of
common stock to officers as part of their compensation agreements in the year ended April 30, 2015. These shares vest on a quarterly
basis over a twelve-month period. During the six months ended October 31, 2015, 1,800,000 shares that vested were valued using
the intrinsic value at the date of vesting and resulted in a non-cash compensation expense of $190,620.
The Company issued 1,200,000 shares of
common stock to an employee as part of an employee agreement in the year ended April 30, 2015. These shares vest on a quarterly
basis over a twelve-month period. During the six months ended October 31, 2015, 600,000 shares that vested were valued using the
intrinsic value at the date of vesting and resulted in a non-cash expense of $63,510.
The shares listed above were issued without
registration under the Securities Act of 1933, as amended (“Securities Act”), in reliance upon the exemption afforded
by Section 4(a)(2) of the Securities Act.
During the six months ended October 31,
2015, the Company sold and issued approximately 14.7 million shares of common stock pursuant to a registration statement at prices
ranging from $0.08 to $0.16 per share. The Company received net proceeds of approximately $1.7 million from the sale of these shares.
NOTE 6 – STOCK OPTIONS AND WARRANTS (AS RESTATED)
Stock Options
As of October 31, 2015, the Company had
outstanding stock options held by its directors, officers and an employee that were issued pursuant to compensation and director
agreements.
The Company has adopted the provisions
of ASC 718, “Compensation-Stock,” which requires the measurement and recognition of compensation expense for
all stock-based awards made to employees.
The fair value of the stock options at
the date of grant was estimated using the Black-Scholes option-pricing model.
The Company’s computation of expected
volatility is based on the historical daily volatility of its publicly traded stock. For stock option grants issued during the
periods ended October 31, 2015 and 2014, the Company used a calculated volatility for each grant. The Company lacks adequate information
about the exercise behavior at this time and has determined the expected term assumption under the simplified method provided for
under ASC 718, which averages the contractual term of the Company’s stock options of five years with the average vesting
term of two and one fifth years for an average of two and two third years. The dividend yield assumption of zero is based upon
the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest
rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar
expected life. No amounts relating to employee stock-based compensation have been capitalized.
Presented below is the Company’s
stock option activity for employees and directors:
A summary of the activity for unvested
employee stock options during the six months ended October 31, 2015 is presented below:
| | |
Options Outstanding | | |
Weighted Average Grant Date Fair Value per Share | |
Nonvested, April 30, 2015 | | |
| 6,600,000 | | |
$ | 0.10 | |
Granted | | |
| – | | |
| – | |
Vested | | |
| 3,600,000 | | |
| 0.10 | |
Forfeited | | |
| – | | |
| – | |
Nonvested, October 31,
2015 | | |
| 3,000,000 | | |
$ | 0.10 | |
| | | |
| | | |
| | |
The Company recorded approximately $141,000
and $286,000 and $0 and $0 of non-cash charges related to the vesting of stock options to certain directors and an employee in
exchange for services during the three months and six months ended October 31, 2015 and 2014, respectively.
At October 31, 2015, there remained approximately
$238,000 of unrecognized compensation expense related to unvested employee stock options to be recognized as expense over a weighted-average
period of one year.
The following table summarizes ranges of
outstanding stock options at October 31, 2015:
|
|
Exercise Prices |
|
Exercise Price |
|
$ |
0.19 |
|
|
$ |
0.11 |
|
|
$ |
0.18 |
|
Number of Options |
|
|
25,000,000 |
|
|
|
27,200,000 |
|
|
|
250,000 |
|
Weighted Average Remaining Contractual Life (years) |
|
|
3.92 |
|
|
|
4.17 |
|
|
|
4.47 |
|
Weighted Average Stock Price |
|
$ |
0.19 |
|
|
$ |
0.11 |
|
|
$ |
0.18 |
|
Number of Options Exercisable |
|
|
25,000,000 |
|
|
|
27,200,000 |
|
|
|
250,000 |
|
Weighted Average Contractual Life (years) |
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
Weighted Average Exercise Price |
|
$ |
0.19 |
|
|
$ |
0.11 |
|
|
$ |
0.18 |
|
There was no aggregate intrinsic value
of outstanding options as of October 31, 2015. This represents options whose exercise price was less than the closing fair market
value of the Company’s common stock on October 31, 2015 of approximately $0.11 per share.
Warrants (As Restated)
The Company issued certain cashless warrants
in connection with its entry into the Consultant Agreement during the year ended April 30, 2015. The Company accounted for the
cashless warrants as a derivative liability, as disclosed in the Original Filing. However, upon further analysis, the Company determined
that the cashless warrants should have been accounted for as equity in accordance with U.S. GAAP. Additionally, the Company determined
that the issuance of shares of common stock and the issuance of certain cash warrants and the cashless warrants to the consultant
pursuant to the Consultant Agreement should have been recorded as a prepaid asset and amortized over the term of the Consultant
Agreement in accordance with U.S. GAAP in the Original Filing.
The warrants issued by the Company are
classified as equity. The fair value of the warrants calculated at the time of issuance was recorded as an increase to additional-paid-in-capital,
and no further adjustments were made.
For stock warrants paid in consideration
of services rendered by non-employees, the Company recognizes consulting expense in accordance with the requirements of ASC 505-50
and ASC 505, as amended.
A summary of the Company’s warrant
activity and related information for the six months ended October 31, 2015 are shown below:
| | |
Warrants | | |
Weighted Average Price | | |
Weighted Average Fair Value | |
Outstanding, April 30, 2015 | | |
| 72,969,908 | | |
$ | 0.17 | | |
$ | 0.08 | |
Issued | | |
| – | | |
| – | | |
| – | |
Exercised | | |
| – | | |
| – | | |
| – | |
Outstanding, October 31, 2015 | | |
| 72,969,908 | | |
| 0.17 | | |
| 0.08 | |
Exercisable, October 31, 2015 | | |
| 72,969,908 | | |
$ | 0.17 | | |
$ | 0.08 | |
| | | |
| | | |
| | | |
| | |
The following table summarizes additional information concerning
warrants outstanding and exercisable at October 31, 2015:
Exercise Prices |
|
Number of Warrant Shares Exercisable at 10/31/2015 |
|
|
Weighted Average Remaining Contractual Life |
|
|
Exercisable Weighted Average Exercise Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five Year Term - $0.08 |
|
|
1,056,000 |
|
|
|
1.94 |
|
|
|
|
|
Five Year Term - $0.12 |
|
|
18,347,508 |
|
|
|
2.25 |
|
|
|
|
|
Five Year Term - $0.18 |
|
|
19,811,200 |
|
|
|
2.17 |
|
|
|
|
|
Five Year Term - $0.25 |
|
|
18,755,200 |
|
|
|
2.18 |
|
|
|
|
|
Five Year Term - $0.11 |
|
|
10,000,000 |
|
|
|
4.40 |
|
|
|
|
|
Nine Month Term - $0.11 |
|
|
5,000,000 |
|
|
|
0.17 |
|
|
|
|
|
Total |
|
|
72,969,908 |
|
|
|
2.36 |
|
|
$ |
0.17 |
|
NOTE 7 – LEGAL PROCEEDINGS
The Company is not currently a party to
any pending legal proceedings, material or otherwise. There are no legal proceedings to which any property of the Company is subject.
However, in the past the Company has been the subject of litigation, claims and assessments arising out of matters occurring in
its normal business operations. In the opinion of management, none of these had a material adverse effect on the Company’s
unaudited consolidated financial position, operations and cash flows presented in this Report.
NOTE 8 – RELATED PARTY TRANSACTIONS
The Company had the following related party transactions:
The Company owns 14.5% of the equity in
SG Austria. This equity interest is reported on the cost method of accounting. SG Austria has two subsidiaries: (i) Austrianova;
and (ii) Austrianova Thailand Ltd. For the three months and six months ending October 31, 2015, the Company has purchased products
from these subsidiaries in the approximate amount of $155,000 and $203,000 and for the three months and six months ending October
31, 2014, $6,000 and $6,000, respectively.
Effective April 1, 2014, the Company entered
into a consulting agreement with Vin-de-Bona Trading Company Pte Ltd. (“Vin-de-Bona”) to provide professional consulting
services to the Company. Vin-de-Bona is owned by Prof. Dr. Walter H. Günzburg and Dr. Brian Salmons, who are each an officer
of SG Austria. The term of the agreement is for 12 months, which is automatically renewed for successive 12 month terms. After
the initial term, either party has the right to terminate the consulting agreement by giving the other party 30 days written notice
before the effective date of termination. For the three months and six months ending October 31, 2015, the amount the Company paid
Vin-de-Bona for consulting services were approximately $11,000 and $19,000 and for the three months and six months ending October
31, 2014, approximately $6,000 and $9,000, respectively.
Under the Cannabis Licensing Agreement,
the Company is required to pay Austrianova an “Upfront Payment” of $2,000,000. The Company has the right to make periodic
monthly partial payments of the Upfront Payment in amounts to be agreed upon between the parties prior to each such payment being
made. Effective October 19, 2015, the parties extended the date by which the Upfront Payment must be made until June 30, 2016.
As of October 31, 2015, the Company has paid Austrianova $1,400,000 of the Upfront Payment (see Note 4).
With the exception of Thomas Liquard, the
Board has determined that none of the Company’s directors satisfies the definition of an “Independent Director”
as established in the NASDAQ Marketplace Rules. Mr. Liquard has been determined by the Board to be an Independent Director.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
The Company acquires assets still in development
and enters into research and development arrangements with third parties that often require milestone and royalty payments to the
third party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone
payments may be required, contingent upon the successful achievement of an important point in the development life-cycle of the
pharmaceutical product, such as approval of the product for marketing by a regulatory agency. If required by its license agreements,
the Company may have to make royalty payments based upon a percentage of the sales of its products in the event that regulatory
approval for marketing is obtained.
Office Lease
The Company currently leases office space
at 12510 Prosperity Drive, Suite 310, Silver Spring, Maryland 20904. The lease is due to expire on July 31, 2016. Rent expense
for the three months and six months ended October 31, 2015 and 2014 were $17,114 and $29,612 and $13,272 and $25,407, respectively.
Period ending, October 31, |
|
Amount |
|
2016 |
|
$ |
38,619 |
|
|
|
$ |
38,619 |
|
Third Addendum
The Third Addendum requires the Company
to pay SG Austria future royalty and milestone payments as follows: (i) a 2% royalty payment on all gross sales; (ii) a 10% royalty
payment on all gross revenues from sublicensing; (iii) a milestone payment of $100,000 after enrollment of the first human patient
in the first clinical trial for each product; (iv) a milestone payment of $300,000 after the enrollment of the first human patient
in the first Phase 3 clinical trial; and (v) a milestone payment of $800,000 after obtaining a marketing authorization from a regulatory
agency. Additional milestone payments of $50,000 after the enrollment of the first veterinary patient for each product and $300,000
after obtaining marketing authorization for each veterinary product are also required to be paid to SG Austria.
Licensing Agreements
Diabetes Licensing Agreement
The Diabetes Licensing Agreement requires
the Company to pay Austrianova, pursuant to a manufacturing agreement between the parties, a one-time manufacturing setup fee in
the amount of $633,144 of which 50% is required to be paid on the signing of a manufacturing agreement for a product and 50% is
required to be paid three months later. In addition, the Diabetes Licensing Agreement requires the Company to pay a fee for producing
the final encapsulated cell product of $633 per vial of 300 capsules after production with a minimum purchased batch size of 400
vials of any Cell-in-a-Box® product.
The Diabetes Licensing Agreement
requires the Company to make future royalty and milestone payments as follows: (i) a 10% royalty payment of the gross sale of
all products the Company sells; (ii) a 20% royalty payment of the amount received by the Company from a sub-licensee on the
gross sales by the sub-licensee; (iii) a milestone payment of $100,000 within 30 days of beginning the first pre-clinical
study using the encapsulated cells; (iv) a milestone payment of $500,000 within 30 days after enrollment of the first human
patient in the first clinical trial; (v) a milestone payment of $800,000 within 30 days after enrollment of the first human
patient in the first Phase 3 clinical trial; and (vi) a milestone payment of $1,000,000 within 60 days after obtaining
approval of a Biologics License Application (“BLA”) or a Marketing Authorization
(“MA”) or its equivalent based on the country in which it is accepted for each product. The first
milestone payment of $100,000 was paid on October 15, 2015 for the pre-clinical study using the encapsulated cells.
Melligen Cell License Agreement
The Melligen Cell License Agreement does
not require an initial payment to UTS. The Company is required to pay UTS a patent administration fee of 15% on all amounts paid
by UTS to prosecute and maintain patents related to the Melligen cells.
The Melligen Cell License Agreement requires
that the Company pay royalty payments to UTS of (i) 6% gross revenue on product sales; and (ii) 25% of gross revenues if the product
is sub-licensed by the Company. In addition, the Company is required to pay milestone payments of: (iii) AU$ 50,000 at the successful
conclusion of a preclinical study; (iv) AU$ 100,000 at the successful conclusion of a Phase 1 clinical trial; (v) AU$ 450,000 at
the successful conclusion of a Phase 2 clinical trial; and (vi) AU$ 3,000,000 at the successful conclusion of a Phase 3 clinical
trial.
Cannabis Licensing Agreement
Under the Cannabis Licensing Agreement,
the Company is required to pay Austrianova an “Upfront Payment” of $2,000,000. The Company has the right to make periodic
monthly partial payments of the Upfront Payment in amounts to be agreed upon between the parties prior to each such payment being
made. Pursuant to a First Amendment to Licensing Agreement, the Upfront Payment due date was extended to December 31, 2015. Pursuant
to a Second Amendment to Licensing Agreement, the Upfront Payment due date was extended to June 30, 2016. As of the October 31,
2015, the Company has paid Austrianova $1,400,000 of the Upfront Payment (See Notes 4 and 8).
The Cannabis Licensing Agreement
requires the Company to pay Austrianova, pursuant to a manufacturing agreement between the parties, a one-time manufacturing
setup fee in the amount of $800,000, of which 50% is required to be paid on the signing of a manufacturing agreement for a
product and 50% is required to be paid three months later. In addition, the Cannabis Licensing Agreement requires the Company
to pay a fee for producing the final encapsulated cell product of $800 per vial of 300 capsules after production with a
minimum purchased batch size of 400 vials of any Cell-in-a-Box® product. As of October 31, 2015, the
specifications of the manufacturing agreement remain to be negotiated and the agreement remains unsigned by the parties.
The Cannabis Licensing Agreement requires
the Company to make future royalty and milestone payments as follows: (i) a 10% royalty payment of the gross sales of all products
sold by the Company; (ii) a 20% royalty payment of the amount received by the Company from a sub-licensees on a sub-licensee’s
gross sales of the sublicensed products; (iii) a milestone payment of $100,000 within 30 days of beginning the first pre-clinical
study using the encapsulated cells; (iv) a milestone payment of $500,000 within 30 days after enrollment of the first human patient
in the first clinical trial; (v) a milestone payment of $800,000 within 30 days after enrollment of the first human patient in
the first Phase 3 clinical trial; and (vi) a milestone payment of $1,000,000 due 90 days after obtaining approval of a BLA or a
MA or its equivalent based on the country in which it is accepted for each product.
Bavarian Nordic/GSF License Agreement
The Company is required to pay Bavarian/Nordic/GSF
a 4.5% royalty payment on the Company’s net sales for each product the Company develops that uses the genetically modified
cells licensed from Bavarian Nordic/GSF.
NOTE 10 – INCOME TAXES
The Company had no income tax expense for
the three months and six months ended October 31, 2015 and 2014, respectively. During the six months ended October 31, 2015 and
2014, the Company had a net operating loss (“NOL”) for each period which generated deferred tax assets for NOL carryforwards.
The Company provided valuation allowances against the net deferred tax assets including the deferred tax assets for NOL carryforwards.
Valuation allowances provided for the net deferred tax asset increased by approximately $544,000 and $1,796,000 for the six months
ended October 31, 2015 and 2014, respectively.
There was no material difference between
the effective tax rate and the projected blended statutory tax rate for the quarters ended October 31, 2015 and 2014.
In assessing the realization of deferred
tax assets, management considered whether it is more likely than not that some portion or all of the deferred asset will not be
realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible. Based on the available objective evidence, including the history
of operating losses and the uncertainty of generating future taxable income, management believes it is more likely than not that
the net deferred tax assets at October 31, 2015 will not be fully realizable. Accordingly, management has maintained a valuation
allowance against the net deferred tax asset at October 31, 2015.
There have been no changes to the Company’s
liability for unrecognized tax benefits during the period ended October 31, 2015.
The Company’s policy is to recognize
any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of the periods ended October
31, 2015 and 2014, the Company had accrued no interest or penalties related to uncertain tax positions.
See Note 13 of Notes to Consolidated Financial
Statements included in our Annual Report on Form 10-K for the year ended April 30, 2015 for additional information regarding income
taxes.
NOTE 11 – SUBSEQUENT EVENTS
On November 27, 2015, the Company made
a payment of $100,000 to Austrianova pursuant to the Cannabis Licensing Agreement.
From November 1, 2015 to December 3, 2015,
the Company issued 3,383,079 shares of common stock under the S-3 Registration Statement. The issuance of the shares resulted in
gross proceeds to the Company of approximately $301,000.
Item 2. Management’s
Discuss and Analysis of Financial Conditions and Results of Operations (As Restated).
Summary of Impact of Restatement
on Financial Condition and Results of Operations
The Company restated its condensed
consolidated financial statements as of and for the period ended October 31, 2015 to reflect adjustments made due to the correction
of the treatment of the issuance of certain shares of common stock and certain warrants and certain other matters, as further
described below, resulting in a material understatement to assets, a material overstatement to liabilities and a material understatement
to stockholders’ equity. The nature and impact of these adjustments are more particularly described below and in Note
1A to the Restated Financial Statements.
The adjustments described
above relate to the Company’s issuance of certain cashless warrants in connection with its entry into the
Consultant Agreement during the year ended April 30, 2015 (for more information, see the Amended Form 10-K). The
Company accounted for the cashless warrants as a derivative liability in the Original Form 10-K. However, upon further
analysis, the Company determined that the cashless warrants should have been accounted for as equity in accordance with U.S.
GAAP in the Original Form 10-K. Additionally, the Company determined that the Consultant Agreement, issuance of shares
of common stock to the consultant pursuant to the Consultant Agreement and the issuance of certain cash warrants and the
cashless warrants to the consultant should have been recorded as a prepaid asset and amortized over the term of the
Consultant Agreement in accordance with U.S. GAAP in the Original Form 10-K. As a result of the Company’s determination
that the cashless warrants should be accounted for as equity, and that the Consultant Agreement, stock issuance, cash
warrants and cashless warrants should be accounted for as a prepaid asset, the Company increased general and administrative
expenses by the net amount of $506,573 and $1,013,146 on its condensed consolidated statements of operations for the three
and six months ended October 31, 2015, respectively, and increased prepaid expenses and other assets by the amount of
$335,878, net of amortization, on its condensed consolidated balance sheet as of October 31, 2015, as set forth in the
Restated Financial Statements. As a result of these adjustments, and the adjustment to our consolidated financial
statements for the year ended April 30, 2015 as set forth in the Amended Form 10-K, the Company recorded an increase to its
accumulated deficit in the amount of $578,382 and an increase to total stockholders’ equity in the amount of
$335,878.
As set forth in the Restated Financial
Statements, the effect of the timing of the recognition of the cashless warrant expense resulted in a decrease of $29,746 and
$492,049 to total other income, an increase to general and administrative expenses of $506,573 and $1,013,146 (amortization of
prepaid expenses) and an increase to reported net loss in the amount of $536,319 and $1,505,195 for the three months and six months
ended October 31, 2015, respectively.
This summary does not purport to be
a complete discussion of the impact of the restatement described above and additional effects of the restatement are presented
below in this Management's Discussion and Analysis of Financial Condition and Results of Operations and in the Restated Financial
Statements contained in this Amended Filing, including, but not limited to, Note 1A to the Restated Financial Statements.
Forward-Looking Statements
This Amended Filing (“Report”)
includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended
(“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
All statements other than statements of historical fact are “forward-looking statements” for purposes of this Report,
including any projections of earnings, revenue or other financial items, any statements regarding the plans and objectives of
management for future operations, any statements concerning proposed new products or services, any statements regarding future
economic conditions or performance, any statements regarding expected benefits from any transactions and any statements of assumptions
underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as
“may,” “will,” “expects,” “plans,” “anticipates,” “estimates,”
“potential” or “continue,” or the negative thereof or other comparable terminology. Although we believe
that the expectations reflected in the forward-looking statements contained in this Report are reasonable, there can be no assurance
that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially
from those projected or assumed in the forward-looking statements. Thus, investors should refer to and carefully review information
in future documents we file with the Commission. Our future financial condition and results of operations, as well as any forward-looking
statements, are subject to inherent risk and uncertainties, including, but not limited to, the risk factors set forth in “Part
I, Item 1A – Risk Factors” of our Annual Report on Form 10-K filed with the Commission on July 29, 2015 and the
Amended Form 10-K and for the reasons described elsewhere in this Report. All forward looking statements and reasons why results
may differ included in this Report are made as of the date of this Report, and we do not intend to update any forward-looking
statements except as required by law or applicable regulations. Except where the context otherwise requires, in this Report, the
“Company,” “PharmaCyte Biotech,” “we,” “us” and “our” refer to PharmaCyte
Biotech, Inc., a Nevada corporation, and, where appropriate, its subsidiaries.
Item 2 of this Report should be read in
conjunction with the unaudited condensed consolidated financial statements and related notes included under Part I, Item 1, of
this Report. "Financial Statements" referenced in this Report refer to the unaudited condensed consolidated financial
statements and related notes included in Part I, Item 1, and to the "Financial Statements and Supplementary Data" of
our Annual Report on Form 10-K for the year ended April 30, 2015.
Overview
We are a clinical stage biotechnology company
focused on developing and preparing to commercialize treatments for cancer and diabetes based upon our use of a licensed proprietary
cellulose-based live cell encapsulation technology we refer to as Cell-in-a-Box®. We are working to advance clinical
research and development of new cellular-based therapies in the oncology and diabetes arenas. We are now actively engaged with
Austrianova Singapore Pte Ltd (“Austrianova”), Translational Drug Development, LLC (“TD2”), Clinical Network
Services (CNS) Pty. Ltd. (“CNS”), Imaging Endpoints, LLC and other companies, physicians and scientists in preparing
for clinical trials for our treatment of pancreatic cancer and its symptoms using encapsulated live cells similar to those used
in previous Phase 1/2 and Phase 2 clinical trials in pancreatic cancer that employed the same technology. We are also involved
in preclinical studies to develop a treatment for Type 1 diabetes and Type 2 insulin-dependent diabetes.
Performance Indicators
Non-financial performance indicators used
by management to manage and assess how the business is progressing will include, but are not limited to, the ability to: (i) acquire
appropriate funding for all aspects of our operations; (ii) acquire and complete necessary contracts; (iii) complete activities
for producing cells and having them encapsulated for the planned preclinical studies and clinical trials; (iv) have regulatory
work completed to enable studies and trials to be submitted to regulatory agencies; (v) initiate all purity and toxicology cellular
assessments; and (vi) ensure completion of cGMP produced encapsulated cells to use in our clinical trials.
There are numerous factors required to
be completed successfully in order to ensure our final product candidates are ready for use in our clinical trials. Therefore,
the effects of material transactions with related parties and certain other parties to the extent necessary for such an undertaking
may have substantial effects on both the timeliness and success of our current and prospective financial position and operating
results. Nonetheless, we are actively working to ensure strong ties and interactions to minimize the inherent risks regarding success.
From our assessments to date, we do not believe there are factors which will cause materially different amounts to be reported
than those presented in this Report and aim to assess this regularly to provide the most accurate information to our shareholders.
Results of Operations (As Restated)
Period ended October 31, 2015 compared to period ended
October 31, 2014
Revenue
We had no revenues in the periods ended October 31, 2015 and
2014.
Operating Expenses and Loss from Operations (As Restated)
As a result of the restatement
of our condensed consolidated financial statements as of and for the period ended October 31, 2015 relating to the change in the
accounting treatment of cashless warrants, cash warrants and the common stock issuance under the Consultant Agreement, consolidated
general and administrative expenses (consulting expense) increased by $506,573 and $1,013,146 for the three and six months ended
October 31, 2015, respectively, which was attributable to the amortization of prepaid expense. Accordingly, consolidated general
and administrative expenses increased from $222,039 to $728,612 for the three months ended October 31, 2015 and increased from
$483,454 to $1,496,600 for the six months ended October 31, 2015.
The following tables summarize our Operating Expenses and Loss
from Operations for the three and six months ended October 31, 2015 and 2014:
|
Three
Months Ended October 31, |
|
|
|
Six
Months Ended October 31, |
|
|
2015
(Restated) |
|
|
|
2014 |
|
|
|
2015
(Restated) |
|
|
|
2014 |
|
$ |
1,635,818 |
|
|
$ |
6,245,439 |
|
|
$ |
3,150,129 |
|
|
$ |
7,828,599 |
|
The total operating expenses for the
three month period ended October 31, 2015 decreased by $4,609,621 from the three months ended October 31, 2014. The decrease is
attributable to a reduction in legal fees of $295,242, an increase in consulting expense of $564,242, mainly attributable to amortization
of prepaid warrant and common stock issued and by a decrease in compensation expense of $4,440,247, as we recognized stock based
compensation of $249,339 in 2015 as compared to $4,023,981 in 2014.
The total operating expenses during
the six months ended October 31, 2015 decreased by $4,678,470 from the six months ended October 31, 2014. The decrease is attributable
to a reduction in legal fees of $431,031, an increase in consulting expense of $1,093,497, mainly attributable to the amortization
of prepaid warrant and common stock issued and by a decrease in compensation expense of $4,246,095, as we recognized stock based
compensation of $541,968 in 2015 as compared to $4,122,081 in 2014.
Other income (expense), net (As Restated)
As result of the restatement of our
condensed consolidated financial statements as of and for the period ended October 31, 2015 relating to the change in the accounting
treatment of cashless warrants, total other income decreased by $29,746 and $492,049 for the three and six months ended October
31, 2015, respectively, due to the correction recorded to reverse the unrealized gain on the decrease in the derivative liability.
As a result of the corrections, total other income decreased from $29,982 to $236 for the three months ended October 31, 2015
and from total other income of $491,558 to total other expense of $491 for the six months ended October 31, 2015.
The following tables summarize our other income (expense), net
for the three and six months ended October 31, 2015 and 2014:
|
Three Months Ended October 31, |
|
|
|
Six Months Ended October 31, |
|
|
2015 |
|
|
|
2014 |
|
|
|
2015 |
|
|
|
2014 |
|
$ |
236 |
|
|
$ |
2,181,766 |
|
|
$ |
(491) |
|
|
$ |
2,180,102 |
|
Total other income, net, for the three
months ended October 31, 2015 decreased by the amount of $2,181,530 from the three months ended October 31, 2014. The decrease
is mainly attributable to the reduction of the gain on settlement of stock recoveries of from $2,183,331 in 2014 to $0 in 2015.
Total other expense, net, for the six
months ended October 31, 2015, was $491, as compared to other income, net, of $2,180,102 for the period ended October 31, 2014.
The total other income (expense), net, decrease is mainly attributable to the reduction of the gain on settlement of stock recoveries
from $2,183,331 in 2014 to $0 in 2015.
Discussion of Operating, Investing and Financing Activities
The following table presents a summary of our sources and uses
of cash for the periods ended:
| |
October 31, 2015 | | |
October 31, 2014 | |
Net cash used in operating activities: | |
$ | (2,116,367 | ) | |
| (2,403,606 | ) |
Net cash used in investing activities: | |
$ | – | | |
| – | |
Net cash provided by (used in) financing activities: | |
$ | 1,728,935 | | |
| (57,859 | ) |
Effect of currency rate exchange | |
$ | 125 | | |
| – | |
Decrease in cash | |
$ | (387,307 | ) | |
| (2,461,465 | ) |
Operating Activities:
The cash used in operating activities
for the period ended October 31, 2015 is a result of our net losses: (i) offset by securities issued for services and compensation,
changes to prepaid expenses, accounts payable and accrued expenses; and (ii) decreased by the reduction in license agreement
liability. The cash used in operating activities for the period ended October 31, 2014 is a result of our net losses increased
by stock issued, changes to prepaid expenses, accounts payable and accrued expenses.
Investing Activities:
There were no investing activities in the periods ended October
31, 2015 and 2014.
Financing Activities:
The cash provided from financing activities
is mainly attributable to the proceeds from the sale of our common stock.
Liquidity and Capital Resources
As of October 31, 2015, our cash totaled
approximately $2.3 million, compared to approximately $2.7 million at April 30, 2015. Working capital was approximately $1.4 million
at October 31, 2015 and approximately $800,000 at April 30, 2015. The decrease in cash is attributable to our operating expenses,
net of the proceeds from the sale of our common stock.
We expect that our cash as of October 31,
2015 will be sufficient to fund our current operations and provide working capital for general corporate purposes for the next
12 months. We plan to pursue additional funding opportunities in connection with planning for and conducting our clinical trials.
Among others, we intend on continuing the sale of our common stock to raise capital to fund these activities if necessary.
Off-Balance Sheet Arrangements
Except as described below, we have no off-balance
sheet arrangements that could have a material current effect or that are reasonably likely to have a material future effect on
our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures,
or capital resources.
As we reach certain “milestones”
in the progression of our live cell encapsulation technology towards the development of treatments for cancer and diabetes, we
will be required to make payments to SG Austria Pte. Ltd. (“SG Austria”) or Austrianova.
The future royalty and milestone payments
for cancer required by the Third Addendum to the Asset Purchase Agreement we entered into with SG Austria are as follows: (i) a
2% royalty payment on all gross sales; (ii) a 10% royalty payment on all gross revenues from sublicensing; (iii) a milestone payment
of $100,000 after enrollment of the first human patient in the first clinical trial for each product; (iv) a milestone payment
of $300,000 after the enrollment of the first human patient in the first Phase 3 clinical trial; and (v) a milestone payment of
$800,000 after obtaining a marketing authorization from a regulatory agency. Additional milestone payments of $50,000 after the
enrollment of the first veterinary patient for each product and $300,000 after obtaining marketing authorization for each veterinary
product are also required to be paid to SG Austria.
The future royalty and milestone payments
for the treatment of diabetes required by our Licensing Agreement with Austrianova are as follows (i) a 10% royalty payment on
all gross sales; (ii) a 20% percent royalty payment on gross revenues from sublicensing; (iii) a milestone payment of $100,000
after enrollment of the first human patient in the first clinical trial for each product; (iv) a milestone payment of $300,000
after the enrollment of the first human patient in the first Phase 3 clinical trial; and (v) a milestone payment of $800,000 after
obtaining a marketing authorization from a regulatory agency.
The future royalty and milestone payments
for the treatment of diseases and their related symptoms using constituents of the Cannabis plant under our Licensing Agreement
with Austrianova are as follows: (i) a 10% royalty payment on all gross sales; (ii) a 20% percent royalty payment on gross revenues
from sublicensing; (iii) a milestone payment of $100,000 after enrollment of the first human patient in the first clinical trial
for each product; (iv) a milestone payment of $500,000 after the enrollment of the first human patient in the first Phase 3 clinical
trial; and (v) a milestone payment of $800,000 after obtaining a marketing authorization from a regulatory agency.
We are also required to pay a 4.5% royalty
payment on net sales for each product we develop that uses the genetically modified cells we license from Bavarian Nordic A/S and
GSF-Forschungszentrum fur Umwelt u. Gesundheit GmbH.
Critical Accounting Estimates and Policies
Our condensed consolidated financial statements
are prepared in accordance with U.S. GAAP. In connection with the preparation of our financial statements, we are required to
make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities,
revenue and expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current
trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared.
On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial
statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined
with certainty, actual results could differ from our assumptions and estimates and such differences could be material. Our significant
accounting policies are discussed in Note 3 of Notes to Consolidated Financial Statements included in our Annual Report on Form
10-K for the year ended April 30, 2015 and Note 3 of Notes to Condensed Consolidated Financial Statements included in this Report.
We discuss our critical accounting estimates
and policies in Part II, Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations"
of our Annual Report on Form 10-K for the year ended April 30, 2015. There has been no material change in our critical accounting
estimates and policies since April 30, 2015.
New Accounting Pronouncements
For a discussion of all recently adopted
and recently issued but not yet adopted accounting pronouncements, see “New Accounting Pronouncements” in Note 3 of
our notes to our condensed consolidated financial statements contained in this Report.
Available Information
Our website is located at www.pharmacyte.com.
The website includes a section for investor relations under which we provide notifications of news or announcements regarding
our financial performance, including filings with the Commission, investor events and press and earnings releases. In addition,
all PharmaCyte Biotech, Inc. filings submitted to the Commission, including our Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K, as well as other PharmaCyte Biotech, Inc. reports and statements, are available on the Commission’s
web site at www.sec.gov. Such filings are also available for download free of charge on our website. The contents of the
website are not intended to be incorporated by reference into this Report or any other report or document filed by us, and any
reference to the websites are intended to be inactive textual references only.
Item 3. Quantitative and
Qualitative Disclosures about Market Risk.
Pursuant to Item 305(c) of Regulation S-K,
we are not required to provide disclosures under this Item.
Item 4. Controls and Procedures (As Restated).
In connection with the Original
Filing, our management, including our Chief Executive Officer, President and General Counsel, as our principal executive
officer and acting principal financial officer (“Principal Executive Officer” or “Principal Executive and
Financial Officer”), and our Vice President of Finance (“Vice President of Finance”) evaluated the
effectiveness of our “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated
under the Exchange Act. Disclosure controls and procedures are designed to ensure that the information required to be
disclosed in the reports that we file or submit to the Commission pursuant to the Exchange Act is recorded, processed,
summarized and reported within the time period specified by the Commission’s rules and forms and is accumulated and
communicated to our management, including our Principal Executive Officer, as appropriate to allow timely decisions regarding
required disclosures. As reported in the Original Filing, based upon this evaluation, the Principal Executive Officer and
Vice President of Finance concluded that, as of October 31, 2015, our disclosure controls and procedures were not effective
due to the material weaknesses in internal control over financial reporting described in the Original Filing. In connection
with the filing of this Amended Filing and the Restatements discussed above under the caption “Explanatory Note”
and in Note 1A to our Restated Financial Statements, management, including our Principal Executive Officer and the Vice
President of Finance, reassessed the effectiveness of our disclosure controls and procedures and concluded that, as of
October 31, 2015, our disclosure controls and procedures were not effective due to the material weaknesses in
internal control over financial reporting described in the Original Filing and the additional material weaknesses relating to
the Restatements described below.
No control system, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that there are resource constraints. Accordingly, the
benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our
company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty
and that breakdowns can occur because of simple error or mistake. In addition, controls can be circumvented by the act of a
single person, by collusion of two or more people or by management override of the controls. The design of any system of
controls is also based in part upon certain assumptions about the likelihood of future events. Therefore, there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions.
As of April 30, 2015, our management identified
the following material weaknesses in internal control over financial reporting:
|
· |
Ineffective corporate governance; |
|
· |
Ineffective communication of internal information; |
|
· |
Insufficient procedures and control documentation; |
|
· |
Insufficient segregation of duties; and |
|
· |
Insufficient information technology controls and documentation. |
As reported in the Original Filing,
because of these material weaknesses, the Principal Executive Officer and the Vice President of Finance concluded that, as
of April 30, 2015, our internal control over financial reporting was not effective based on the criteria outlined in Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”).
In connection with the Restatements
discussed above under the caption “Explanatory Note” and in Note 1A to our Restated Financial Statements, management,
including our Principal Executive Officer and the Vice President of Finance, reassessed the effectiveness of our internal control
over financial reporting as of April 30, 2015, and any changes to the Company’s internal control over financial reporting
during the period ended October 31, 2015, using the COSO criteria. Based on this reassessment, management has concluded that we
did not maintain effective internal control over financial reporting as of April 30, 2015, for the reasons previously identified
by management, as stated above, and because of material weaknesses relating to accounting for the Consultant Agreement, certain
common stock issuances and warrants and certain disclosures relating to issuances of options and common stock to directors and
officers, which necessitated the Restatements. These material weaknesses resulted in a material misstatement of our liabilities,
total stockholders’ equity, consolidated other income, consolidated general and administrative expenses and certain non-cash
compensation expenses set forth in our audited consolidated financial statements as of and for the year ended April 30, 2015 contained
in the Original Form 10-K and our condensed consolidated financial statements as of and for the periods ended July 31, 2015 and
October 31, 2015 contained in the Original July Form 10-Q and the Original Filing, respectively.
As reported in the Original Filing,
we have undertaken the process to review further our procedures and controls and plan to implement new procedures and controls
in fiscal year 2016. Although we plan to make additional changes to our infrastructure and related processes that we believe are
also reasonably likely to strengthen and materially affect our internal control over financial reporting, we have not yet made
any such changes.
Prior to the remediation of these material
weaknesses, there remains risk that the processes and procedures on which we currently rely will fail to be sufficiently effective.
There is the possibility that this could result in material misstatement of our financial position or results of operations and
require a restatement. As discussed above, because of the inherent limitations in all control systems, no evaluation of controls-even
where we conclude the controls are operating effectively-can provide absolute assurance that all control issues, including instances
of fraud, if any, have been detected.
The Certifications of our Principal Executive
and Financial Officer required in accordance with Rule 13a-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley
Act of 2002 (“Certifications”) are attached to this Report. The disclosures set forth in this Item 4 contain information
concerning: (i) the evaluation of our disclosure controls and procedures, and changes in internal control over financial reporting,
referred to in paragraph 4 of the Certifications; and (ii) material weaknesses in the design or operation of our internal control
over financial reporting, referred to in paragraph 5 of the Certifications. The Certifications should be read in conjunction with
this Item 4 for a more complete understanding of the matters covered by the Certifications.
Changes in Internal Control over Financial Reporting
There were no changes, other than those
detailed in the preceding paragraphs (including, but not limited to, the material weaknesses which necessitated the Restatements),
in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not currently a party to
any material pending legal proceedings. There are no material legal proceedings to which any property of the Company is subject.
Item 1A. Risk Factors.
Reference is made to Part I, Item 1A. “Risk
Factors” included in our Annual Report on Form 10-K for the year ended April 30, 2015 for information concerning risk factors.
There have been no material changes in risk factors since April 30, 2015.
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
Not applicable.
Item 5. Other Information.
(a) None.
Item 6. Exhibits (As Restated).
Except as so indicated in Exhibits 32.1
and 32.2, the following exhibits are filed as part of, or incorporated by reference into, the Report.
Exhibit No. |
|
Description |
|
Location |
31.1 |
|
Certification of Chief Executive and Interim Chief Financial Officer
(Principal Executive Officer and acting Principal Financial and Principal Accounting Officer)
pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|
Filed herewith. |
|
|
|
|
|
32.1 |
|
Certification of Chief Executive and Interim Chief Financial Officer (Principal Executive
Officer and acting Principal Financial and Principal Accounting Officer) pursuant
to 18 U.S.C. Section 1350, (Section 906 of the Sarbanes-Oxley Act of 2002). |
|
Submitted herewith. |
|
|
|
|
|
101.INS |
|
XBRL Instance Document |
|
Submitted herewith. |
|
|
|
|
|
101.SCH |
|
XBRL Taxonomy Extension Schema Document |
|
Submitted herewith. |
|
|
|
|
|
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
|
Submitted herewith. |
|
|
|
|
|
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document |
|
Submitted herewith. |
|
|
|
|
|
101.LAB |
|
XBRL Taxonomy Extension Labels Linkbase Document |
|
Submitted herewith. |
|
|
|
|
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
|
Submitted herewith. |
Exhibit 32.1 is being furnished and
shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability
of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document
filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
PharmaCyte Biotech, Inc.
January __, 2016 |
By: /s/ Kenneth L. Waggoner |
|
Kenneth L. Waggoner
Chief Executive Officer and Chairman of the Board (Principal Executive Officer and acting Principal Financial
and Principal Accounting Officer on behalf of Registrant) |
EXHIBIT 31.1
CERTIFICATION
I, Kenneth L. Waggoner, certify that:
1. I have
reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of PharmaCyte Biotech, Inc. (“Report”) and
its subsidiaries for the period ended October 31, 2015;
2. Based on my knowledge,
this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this Report;
3. Based on my knowledge,
the financial statements, and other financial information included in this Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
4. The registrant’s
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this Report is being prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles in the United States;
(c) Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation;
(d) Disclosed in
this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
5. I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
(a) All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Dated: January __, 2016 |
|
By: |
/s/ Kenneth L. Waggoner |
|
|
|
Name: Kenneth L. Waggoner |
|
|
|
Title: Chief Executive Officer and Chairman of the Board (Principal Executive Officer and acting Principal Financial
and Principal Accounting Officer on behalf of Registrant) |
EXHIBIT 32.1
WRITTEN STATEMENT
PURSUANT TO
18 U.S.C. SECTION 1350
In connection with this Amendment No.
1 to the Quarterly Report of PharmaCyte Biotech, Inc. and its subsidiaries (“Company”) on Form 10-Q/A for the period
ended October 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (“Report”),
the undersigned, Kenneth L. Waggoner, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the
requirements of Section 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: January __, 2016 |
|
By: |
/s/ Kenneth L. Waggoner |
|
|
|
Name: Kenneth L. Waggoner |
|
|
|
Title: Chief Executive Officer and Chairman of the Board (Principal Executive Officer and acting Principal Financial
and Principal Accounting Officer on behalf of Registrant) |
A signed original of this written statement
required by Section 906 of the Sarbanes Oxley Act of 2002 has been provided to the Company and will be retained by the Company
and will be furnished to the SEC or its staff upon request. This exhibit is not “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 but is instead furnished as provided by applicable rules of the SEC.
v3.3.1.900
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v3.3.1.900
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
|
Oct. 31, 2015 |
Apr. 30, 2015 |
Current Assets: |
|
|
Cash |
$ 2,312,430
|
$ 2,699,737
|
Prepaid expenses and other current assets |
410,635
|
1,468,281
|
Deposit |
125,000
|
0
|
Total current assets |
2,848,065
|
4,168,018
|
Other assets: |
|
|
Intangibles |
3,549,427
|
3,549,427
|
Investment in SG Austria |
1,572,193
|
1,572,193
|
Other assets |
7,854
|
7,854
|
Total other assets |
5,129,474
|
5,129,474
|
Total Assets |
7,977,539
|
9,297,492
|
Current Liabilities: |
|
|
Accounts payable |
427,208
|
496,699
|
Accrued expenses |
52,797
|
23,667
|
License agreement obligation |
600,000
|
1,000,000
|
Total current liabilities |
1,080,005
|
1,520,366
|
Total Liabilities |
1,080,005
|
$ 1,520,366
|
Commitments and Contingencies (Notes 8 and 9) |
|
|
Preferred stock, authorized 10,000,000 shares, $0.0001 par value, 0 shares issued and outstanding, respectively |
0
|
$ 0
|
Stockholders' Equity |
|
|
Common stock, authorized 1,490,000,000 shares, $0.0001 par value, 747,443,744 and 732,760,536 shares issued and outstanding as of October 31, 2015 and April 30, 2015, respectively |
74,749
|
73,273
|
Additional paid in capital |
88,599,651
|
86,330,224
|
Accumulated deficit |
(81,778,453)
|
(78,627,833)
|
Accumulated other comprehensive income |
1,587
|
1,462
|
Total stockholders' equity |
6,897,534
|
7,777,126
|
Total Liabilities and Stockholders' Equity |
$ 7,977,539
|
$ 9,297,492
|
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v3.3.1.900
Condensed Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares
|
Oct. 31, 2015 |
Apr. 30, 2015 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock, authorized |
10,000,000
|
10,000,000
|
Preferred stock, issued |
0
|
0
|
Preferred stock, outstanding |
0
|
0
|
Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, authorized |
1,490,000,000
|
1,490,000,000
|
Common stock issued |
747,443,744
|
732,760,536
|
Common stock, outstanding |
747,443,744
|
732,760,536
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Revenues: |
|
|
|
|
Product sales |
$ 0
|
$ 0
|
$ 0
|
$ 0
|
Total revenue |
0
|
0
|
0
|
0
|
Cost of revenues |
0
|
0
|
0
|
0
|
Gross margin |
0
|
0
|
0
|
0
|
Expenses: |
|
|
|
|
Research and development costs |
439,711
|
347,763
|
595,389
|
347,763
|
Sales and marketing |
0
|
0
|
0
|
230,500
|
Compensation expense |
400,507
|
4,840,754
|
848,077
|
5,094,172
|
Director fees |
9,000
|
0
|
27,000
|
0
|
Legal and professional fees |
57,988
|
353,230
|
183,063
|
614,094
|
General and administrative |
728,612
|
703,692
|
1,496,600
|
1,542,070
|
Total operating expenses |
1,635,818
|
6,245,439
|
3,150,129
|
7,828,599
|
Loss from operations |
(1,635,818)
|
(6,245,439)
|
(3,150,129)
|
(7,828,599)
|
Other income (expense): |
|
|
|
|
Gain on settlement of stock recoveries |
0
|
2,183,331
|
0
|
2,183,331
|
Other income (expense) |
430
|
508
|
335
|
1,496
|
Interest expense, net |
(194)
|
(2,073)
|
(826)
|
(4,725)
|
Total other income (expense), net |
236
|
2,181,766
|
(491)
|
2,180,102
|
Net loss |
$ (1,635,582)
|
$ (4,063,673)
|
$ (3,150,620)
|
$ (5,648,497)
|
Basic and diluted loss per share |
$ 0.00
|
$ (.01)
|
$ 0.00
|
$ (.01)
|
Weighted average shares outstanding basic and diluted |
745,357,022
|
703,328,836
|
741,637,252
|
702,629,501
|
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|
3 Months Ended |
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Income Statement [Abstract] |
|
|
|
|
Net Loss |
$ (1,635,582)
|
$ (4,063,673)
|
$ (3,150,620)
|
$ (5,648,497)
|
Other comprehensive loss: |
|
|
|
|
Foreign currency translation adjustment |
(34)
|
0
|
1,587
|
0
|
Other comprehensive loss |
(34)
|
0
|
1,587
|
0
|
Comprehensive loss |
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$ (4,063,673)
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$ (3,149,033)
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$ (5,648,497)
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v3.3.1.900
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Cash flows from operating activities: |
|
|
Net loss |
$ (3,150,620)
|
$ (5,648,497)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Stock issued for services |
333,216
|
297,500
|
Stock issued for compensation |
254,040
|
480,350
|
Stock based compensation - options |
287,928
|
4,307,822
|
Stock based compensation - warrants |
679,930
|
100,000
|
Gain on recovery of stock for services |
0
|
(2,183,331)
|
Change in assets and liabilities: |
|
|
(Increase) / decrease in prepaid expenses and current assets |
(80,500)
|
195,496
|
Increase / (decrease) in accounts payable |
(69,491)
|
84,067
|
Increase / (decrease) in accrued expenses |
29,130
|
(37,012)
|
Decrease in license agreement obligation |
(400,000)
|
0
|
Net cash used in operating activities |
(2,116,367)
|
(2,403,606)
|
Cash flows from investing activities: |
|
|
Net cash provided by (used in) investing activities |
0
|
0
|
Cash flows from financing activities: |
|
|
Proceeds from the sale of common stock |
1,728,935
|
86,000
|
Repayment of debt, related party |
0
|
(143,859)
|
Net cash provided by (used in) financing activities |
1,728,935
|
(57,859)
|
Effect of currency rate exchange on cash |
125
|
0
|
Net decrease in cash |
(387,307)
|
(2,461,465)
|
Cash at beginning of the period |
2,699,737
|
3,616,470
|
Cash at end of the period |
2,312,430
|
1,155,005
|
Supplementary disclosures of cash flows information: |
|
|
Cash paid during the year for interest |
$ 826
|
$ 0
|
X |
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v3.3.1.900
1A. RESTATEMENT OF PREVIOUSLY REPORTED INFORMATION
|
6 Months Ended |
Oct. 31, 2015 |
Restatement of Prior Year Income [Abstract] |
|
1A. RESTATEMENT OF PREVIOUSLY REPORTED INFORMATION |
PharmaCyte
Biotech, Inc. (Company) restated its condensed consolidated financial statements as of and for the period ended
October 31, 2015 to reflect adjustments made due to the correction of the treatment of the issuance of certain shares of the Companys
common stock, $0.0001 par value per share (common stock), warrants and certain other matters, as further described
below, resulting in a material understatement to assets, a material overstatement to liabilities and a material understatement
to stockholders equity. The nature and impact of these adjustments are described in more detail below.
The
adjustments described above relate to the Companys issuance of certain warrants to purchase common stock with
a cashless exercise feature (cashless warrants) in connection with its entry into a marketing and
consulting agreement (Consultant Agreement) with a consultant during the fourth quarter of the prior fiscal year
ended April 30, 2015 (for more information, see the amendment (Amended Form 10-K)) to our Annual Report on Form
10-K for the year ended April 30, 2015, originally filed July 29, 2015 (Original Form 10-K). The Company
accounted for the cashless warrants as a derivative liability in the Original Form 10-K. However, upon further analysis, the
Company determined that the cashless warrants should have been accounted for as equity in accordance with generally
accepted accounting principles in the United States of America (U.S. GAAP) in the Original Form
10-K. Additionally, the Company determined that the issuance of shares of common stock to the consultant pursuant to the
Consultant Agreement and the issuance of certain warrants to purchase common stock with a cash exercise feature (cash
warrants) and the cashless warrants to the consultant should have been recorded as a prepaid asset and amortized over
the term of the Consultant Agreement in accordance with U.S. GAAP in the Original Form 10-K. As a result of the
Companys determination that the cashless warrants should be accounted for as equity, and that the Consultant Agreement,
stock issuance, cash warrants and cashless warrants should be accounted for as a prepaid asset, the Company increased general
and administrative expenses by the net amount of $506,573 and $1,013,146 on its condensed consolidated statements of
operations for the three and six months ended October 31, 2015, respectively, and increased prepaid expenses and other assets
by the amount of $335,878, net of amortization, on its condensed consolidated balance sheet as of October 31, 2015, as set
forth in the Restated Financial Statements. As a result of these adjustments, and the adjustments to our consolidated
financial statements for the fiscal year ended April 30, 2015, as set forth in the Amended Form 10-K, the Company recorded a
net increase to its accumulated deficit in the amount of $578,382 and an increase to total stockholders equity in the
amount of $335,878.
As set forth
in the Restated Financial Statements, the effect of the timing of the recognition of the cashless warrant expense resulted in
a decrease of $29,746 and $492,049 to total other income, an increase to general and administrative expenses of $506,573 and $1,013,146
(amortization of prepaid expenses) and an increase to reported net loss in the amount of $536,319 and $1,505,195 for the three
and six months ended October 31, 2015, respectively.
The impact
of the adjustments to the Companys condensed consolidated balance sheets, condensed consolidated statements of operations,
condensed consolidated statements of comprehensive loss, condensed consolidated statements of stockholders equity (deficiency)
and condensed consolidated statements of cash flows for the three and six months ending October 31, 2015 is as follows:
| |
October 31, 2015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
Selected Consolidated Balance Sheet Accounts | |
| | | |
| | | |
| | |
Prepaid expenses and other current assets | |
$ | 74,757 | | |
$ | 335,878 | | |
$ | 410,635 | |
Total current assets | |
$ | 2,512,187 | | |
$ | 335,878 | | |
$ | 2,848,065 | |
Total assets | |
$ | 7,641,661 | | |
$ | 335,878 | | |
$ | 7,977,539 | |
Additional paid in capital | |
$ | 87,685,381 | | |
$ | 914,270 | | |
$ | 88,599,651 | |
Accumulated deficit | |
$ | (81,200,061 | ) | |
$ | (578,392 | ) | |
$ | (81,778,453 | ) |
Total stockholders' equity | |
$ | 6,561,656 | | |
$ | 335,878 | | |
$ | 6,897,534 | |
Total liabilities and stockholders' equity | |
$ | 7,641,661 | | |
$ | 335,878 | | |
$ | 7,977,539 | |
| |
Three Months Ended
October 31, 2 015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
Consolidated Statement of Operations | |
| | | |
| | | |
| | |
Total revenue | |
$ | | | |
$ | | | |
$ | | |
Cost of revenue | |
| | | |
| | | |
| | |
Gross margin | |
| | | |
| | | |
| | |
Research and development costs | |
| 439,711 | | |
| | | |
| 439,711 | |
Compensation expense | |
| 400,507 | | |
| | | |
| 400,507 | |
Director fee | |
| 9,000 | | |
| | | |
| 9,000 | |
Legal and professional | |
| 57,988 | | |
| | | |
| 57,988 | |
General and administrative | |
| 222,039 | | |
| 506,573 | | |
| 728,612 | |
Loss from operations | |
| (1,129,245 | ) | |
| (506,573 | ) | |
| (1,635,818 | ) |
Unrealized gain on change in derivative | |
| 29,746 | | |
| (29,746 | ) | |
| | |
Other expenses | |
| 430 | | |
| | | |
| 430 | |
Interest expense, net | |
| (194 | ) | |
| | | |
| (194 | ) |
Total other income (expense),
net | |
| 29,982 | | |
| (29,746 | ) | |
| 236 | |
Net loss | |
$ | (1,099,263 | ) | |
$ | (536,319 | ) | |
$ | (1,635,582 | ) |
| |
| | | |
| | | |
| | |
Basic and diluted net loss per share | |
$ | 0.00 | | |
$ | | | |
$ | 0.00 | |
| |
Six Months Ended
October 31, 2015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
Consolidated Statement of Operations | |
| | | |
| | | |
| | |
Total revenue | |
$ | | | |
$ | | | |
$ | | |
Cost of revenue | |
| | | |
| | | |
| | |
Gross margin | |
| | | |
| | | |
| | |
Research and development costs | |
| 595,389 | | |
| | | |
| 595,389 | |
Compensation expense | |
| 848,077 | | |
| | | |
| 848,077 | |
Director fee | |
| 27,000 | | |
| | | |
| 27,000 | |
Legal and professional | |
| 183,063 | | |
| | | |
| 183,063 | |
General and administrative | |
| 483,454 | | |
| 1,013,146 | | |
| 1,496,600 | |
Loss from operations | |
| (2,136,983 | ) | |
| (1,013,146 | ) | |
| (3,150,129 | ) |
Unrealized gain on change in derivative | |
| 492,049 | | |
| (492,049 | ) | |
| | |
Other expenses | |
| 335 | | |
| | | |
| 335 | |
Interest expense, net | |
| (826 | ) | |
| | | |
| (826 | ) |
Total other income (expense),
net | |
| 491,558 | | |
| (492,049 | ) | |
| (491 | ) |
Net loss | |
$ | (1,645,425 | ) | |
$ | (1,505,195 | ) | |
$ | (3,150,620 | ) |
| |
| | | |
| | | |
| | |
Basic and diluted net loss per share | |
$ | 0.00 | | |
$ | | | |
$ | 0.00 | |
| |
Three Months Ended
October 31, 2015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
Consolidated Statement of Comprehensive Loss | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,099,263 | ) | |
$ | (536,319 | ) | |
$ | (1,635,582 | ) |
Foreign currency translation adjustment | |
| (34 | ) | |
| | | |
| (34 | ) |
Comprehensive loss | |
$ | (1,099,297 | ) | |
$ | (536,319 | ) | |
$ | (1,635,616 | ) |
| |
Six Months Ended
October 31, 2015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
Consolidated Statement of Comprehensive Loss | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,645,425 | ) | |
$ | (1,505,195 | ) | |
$ | (3,150,620 | ) |
Foreign currency translation adjustment | |
| 1,587 | | |
| | | |
| 1,587 | |
Comprehensive loss | |
$ | (1,643,838 | ) | |
$ | (1,505,195 | ) | |
$ | (3,149,033 | ) |
| |
Six Months Ended
October 31, 2015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
| |
| | | |
| | | |
| | |
Consolidated Statement of Cash Flows | |
| | | |
| | | |
| | |
Operating activities | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,645,425 | ) | |
$ | (1,505,195 | ) | |
$ | (3,150,620 | ) |
Stock issued for services | |
| | | |
| 333,216 | | |
| 333,216 | |
Stock issued for compensation | |
| 254,040 | | |
| | | |
| 254,040 | |
Stock based compensation - options | |
| 287,928 | | |
| | | |
| 287,928 | |
Stock based compensation - warrants | |
| | | |
| 679,930 | | |
| 679,930 | |
Gain on derivative liability | |
| (492,049 | ) | |
| 492,049 | | |
| | |
Increase in prepaid expenses and current assets | |
| (80,500 | ) | |
| | | |
| (80,500 | ) |
Decrease in accounts payable | |
| (69,491 | ) | |
| | | |
| (69,491 | ) |
Increase in accrued expenses | |
| 29,130 | | |
| | | |
| 29,130 | |
Decrease in license agreement
obligation | |
| (400,000 | ) | |
| | | |
| (400,000 | ) |
Net cash used in operating
activities | |
| (2,116,367 | ) | |
| | | |
| (2,116,367 | ) |
| |
| | | |
| | | |
| | |
Investing activities | |
| | | |
| | | |
| | |
Net cash from investing activities | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Financing activities | |
| | | |
| | | |
| | |
Proceeds from sale of common
stock | |
| 1,728,935 | | |
| | | |
| 1,728,935 | |
Net cash provided by financing
activities | |
| 1,728,935 | | |
| | | |
| 1,728,935 | |
| |
| | | |
| | | |
| | |
Effect of currency rate exchange on cash | |
| 125 | | |
| | | |
| 125 | |
| |
| | | |
| | | |
| | |
Net decrease in cash | |
| (387,307 | ) | |
| | | |
| (387,307 | ) |
Cash at beginning of year | |
| 2,699,737 | | |
| | | |
| 2,699,737 | |
Cash at October 31, 2015 | |
$ | 2,312,430 | | |
$ | | | |
$ | 2,312,430 | |
|
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v3.3.1.900
1. NATURE OF BUSINESS
|
6 Months Ended |
Oct. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
NATURE OF BUSINESS |
In 2013,
the Company restructured its operations in an effort to focus on biotechnology, having been a nutraceutical products
company in the recent past. The restructuring resulted in the Company focusing all of its efforts upon the development of a
unique, effective and safe way to treat cancer and diabetes. On January 6, 2015, the Company changed its name from Nuvilex,
Inc. to PharmaCyte Biotech, Inc. to better reflect the nature of its business.
The Company
is now a clinical stage biotechnology company focused on developing and preparing to commercialize treatments for cancer and diabetes
using a proprietary cellulose-based live cell encapsulation technology known as Cell-in-a-Box®. This
patented technology is being used as a platform upon which treatments for several types of cancer, including advanced, inoperable
pancreatic cancer, and diabetes are being developed.
On May 26,
2011, the Company entered into an Asset Purchase Agreement (SG Austria APA) with SG Austria Private Limited (SG
Austria) to purchase 100% of the assets and liabilities of SG Austria. As a result, Austrianova Singapore Private Limited
("Austrianova") and Bio Blue Bird AG ("Bio Blue Bird"), wholly-owned subsidiaries of SG Austria, were to become
wholly-owned subsidiaries of the Company on the condition that the Company pay SG Austria $2.5 million and 100,000,000 shares
of the Companys common stock. The Company was to receive 100,000 shares of Austrianovas common stock and nine Bio
Blue Bird bearer shares representing 100% of the ownership of Bio Blue Bird.
Through two
addenda to the SG Austria APA, the closing date of the SG Austria APA was extended twice by mutual agreement of the parties.
Effective
as of June 25, 2013, the Company and SG Austria entered into a Third Addendum to the SG Austria APA (Third Addendum).
The Third Addendum materially changed the transaction contemplated by the SG Austria APA. Under the Third Addendum, the Company
acquired 100% of the equity interests in Bio Blue Bird and received a 14.5% equity interest in SG Austria. In addition, the Company
received nine bearer shares of Bio Blue Bird to reflect the Companys 100% ownership of Bio Blue Bird. The Company paid:
(i) $500,000 to retire all outstanding debt of Bio Blue Bird; and (ii) $1.0 million to SG Austria. The Company also paid SG Austria
$1,572,193 in exchange for the 14.5% equity interest of SG Austria. The new transaction required SG Austria to return to the Company
the 100,000,000 shares of common stock held by SG Austria and the Company to return to SG Austria the 100,000 shares of common
stock of Austrianova held by the Company.
Effective
as of June 25, 2013, the Company and SG Austria entered into a Clarification Agreement to the Third Addendum to clarify and include
certain language that was inadvertently omitted from the Third Addendum.
The Third
Addendum provides the Company with an exclusive, worldwide license to use the Cell-in-a-Box® technology, with a
right to sublicense, for the development of a treatment for cancer using certain types of genetically modified human cells (Cells)
and the use of Austrianovas Cell-in-a-Box® trademark for this technology. Bio Blue Bird licenses the Cells
from Bavarian Nordic A/S and GSF-Forschungszentrum fur Umwelt u. Gesundheit GmbH (Bavarian Nordic/GSF), the patent
holders of the Cells, to develop a treatment for cancer using these encapsulated Cells. The licensed rights to the Cells pertain
to the countries in which Bavarian Nordic/GSF obtained patent protection.
Effective
as of June 25, 2013, the Company also acquired from Austrianova an exclusive, worldwide license, with a right to sublicense, to
use the Cell-in-a-Box® technology for the development of a treatment for diabetes and the use of Austrianovas
Cell-in-a-Box® trademark for this technology (Diabetes Licensing Agreement). The Company paid Austrianova
$2.0 million to secure this license.
In October
2014, the Company acquired from the University of Technology Sydney (UTS) an exclusive, worldwide license to use
genetically modified human cells (Melligen Cells) that have been modified to produce, store and release insulin
in response to blood glucose levels in their surroundings. In addition, the Company obtained the non-exclusive worldwide rights
to know-how associated with the Melligen cells. The Company is in the process of developing a treatment for insulin-dependent
diabetes by encapsulating the Melligen cells using the Cell-in-a-Box® technology.
Effective
as of December 1, 2014, the Company acquired from Austrianova an exclusive, worldwide license to use the Cell-in-a-Box®
technology in combination with compounds from constituents of the Cannabis plant for development of treatments for
diseases and their related symptoms and the use of Austrianovas Cell-in-a-Box® trademark for this technology
(Cannabis Licensing Agreement).
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v3.3.1.900
2. MANAGEMENT PLANS
|
6 Months Ended |
Oct. 31, 2015 |
Management Plans |
|
MANAGEMENT PLANS |
Management
Goal and Strategies
The
Companys goal is to have the Company become an industry-leading biotechnology company using
the Cell-in-a-Box® technology as a platform upon which treatments for cancer and diabetes are developed
and obtain marketing approval for these treatments by regulatory agencies in the United States, the European Union, Australia
and Canada.
The Companys
strategies to achieve this goal consist of the following:
|
· |
The completion of the preparations for a Phase 2b clinical
trial in advanced, inoperable non-metastatic pancreatic cancer and its associated pain to be conducted by Translational Drug
Development, LLC (TD2) in the United States with study sites in Europe and Australia; |
|
· |
The completion of the preparations for a clinical trial that
will examine the effectiveness of the Companys pancreatic cancer treatment in reducing the accumulation of malignant
ascites fluid in the abdomen that is characteristic of pancreatic and other abdominal cancers. This clinical trial will be
conducted by TD2 in the United States; |
|
· |
The completion of preclinical studies that involve the encapsulation
of the Melligen cells using the Cell-in-a-Box® technology to develop a treatment for Type 1 diabetes and Type
2 insulin-dependent diabetes; |
|
· |
The enhancement of the Companys ability to expand into
the biotechnology arena through further research and partnering agreements in cancer and diabetes; |
|
· |
The acquisition of contracts that generate revenue or provide
research and development capital utilizing the Companys sublicensing rights; |
|
· |
The further development of uses of the Cell-in-a-Box®
technology platform through contracts, licensing agreements and joint ventures with other companies; and |
|
· |
The completion of testing, expansion and marketing of existing
and newly derived product candidates. |
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v3.3.1.900
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended |
Oct. 31, 2015 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
This Amendment
No. 1 on Form 10-Q/A ("Amended Filing or Report") to the Companys Quarterly Report on Form 10-Q
for the period ended October 31, 2015 should be read in conjunction with the Companys Annual Report on Form 10-K/A for
the year ended April 30, 2015. Unless the context otherwise requires, references in these notes are to the unaudited condensed
consolidated financial statements of the Company and its consolidated subsidiaries.
Principles of Consolidation
and Basis of Presentation
The unaudited
condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The unaudited
condensed consolidated financial statements are prepared in accordance with U.S. GAAP and the rules and regulations of the Securities
and Exchange Commission (Commission). Intercompany balances and transactions are eliminated. In the opinion of the
Companys management, the unaudited condensed consolidated financial statements reflect all adjustments, which are normal
and recurring in nature, necessary for fair financial statement presentation. The Companys 14.5% investment in SG Austria
is presented on the cost method of accounting.
Use of Estimates
The preparation
of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements
are published and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such
estimates and assumptions are inherent in the preparation of the Companys condensed consolidated financial statements;
accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material
effect on the reported amounts of the Companys condensed consolidated financial position and results of operations.
Goodwill and Intangible Assets
The Company
records the excess of purchase price over the fair value of the identifiable net assets acquired as goodwill and other indefinite-lived
intangibles. The Financial Accounting Standards Board ("FASB") standard on goodwill and other intangible assets prescribes
a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as
when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary,
measures the impairment. The Company has elected to perform its annual analysis at the end of its fiscal year.
Impairment of Long-Lived Assets
The Company
evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an
asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an
asset are less than carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. No
impairment was identified or recorded during the period ended October 31, 2015.
Earnings
per Share
Basic earnings
(loss) per share are computed by dividing earnings available to common stockholders by the weighted average number of outstanding
common shares during the period. Diluted earnings per share are computed by dividing net income by the weighted average number
of shares outstanding during the period increased to include the number of additional shares of common stock that would have been
outstanding if the potentially dilutive securities had been issued. For the periods ended October 31, 2015 and 2014, the Company
incurred net losses; therefore, the effect of any common stock equivalent would be anti-dilutive during these periods.
Fair Value
of Financial Instruments
For certain
of the Companys non-derivative financial instruments, including cash, accounts payable and accrued expenses, the carrying
amount approximates fair value due to the short-term maturities of these instruments.
Accounting
Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures, requires disclosure
of the fair value of financial instruments held by the Company. ASC Topic 825, Financial Instruments, defines fair
value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements
for fair value measures. The carrying amounts reported in the condensed consolidated balance sheets for receivables and current
liabilities each qualify as financial instruments and are a reasonable estimate of their fair values. This is because of the short
period of time between the origination of such instruments, their expected realization and their current market rate of interest.
The three levels of valuation hierarchy are defined as follows:
|
· |
Level 1. Observable inputs such as quoted prices in active markets; |
|
· |
Level 2. Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and |
|
· |
Level 3. Unobservable inputs in which there is little or no market data, which require
the reporting entity to develop its own assumptions. |
The carrying
value of cash, accounts payable and accrued expenses, as reflected in the condensed consolidated balance sheets, approximate fair
value because of the short-term maturity of these instruments.
Revenue
Recognition
Sales of
products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery
has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically
met upon the prepayment or invoicing and shipment of products.
Income Taxes
Deferred
taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences
and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes
in tax laws and rates on the date of enactment.
A valuation
allowance is provided for deferred income tax assets when, in managements judgment, based upon currently available information
and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The
determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among
other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing
of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a
deferred income tax asset is a significant accounting estimate because it is based, among other things, on an estimate of future
taxable income in the United States and certain other jurisdictions. This is because it is susceptible to change, may or may not
occur and the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance
established against the Companys net deferred income tax assets, the Company considers all available evidence, both positive
and negative. Consistent with the Companys policy, and because of the Companys history of operating losses, the
Company does not currently recognize the benefit of all of its deferred tax assets, including tax loss carry forwards, that may
be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during
future periods in which deferred tax assets may be realized. If and when the Company believes it is more likely than not that
it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the Companys
statements of operations.
The Company
accounts for its uncertain tax positions in accordance with U.S. GAAP. The purpose of this method is to clarify accounting for
uncertain tax positions recognized. The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach
to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical
merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is
more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on
a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If
a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first
subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authority or the statute
of limitations expires. Positions previously recognized are reversed when the Company subsequently determines the position no
longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative
probability are highly subjective management estimates. Actual results could differ materially from these estimates.
Research and Development
Research
and development expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred.
Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternative
future use are expensed when incurred. Technology developed for use in the Companys product candidates is expensed as incurred
until technological feasibility has been established.
Stock-Based Compensation
The Companys
stock-based employee compensation awards are described in Note 6. The Company has adopted the provisions of ASC 718, which requires
the fair value measurement and recognition of compensation expense for all stock-based awards made to directors, executives and
employees.
Concentration of Credit Risk
The Company
has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements. The Company maintains most of its cash balance at a financial institution located in California.
Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances aggregated
approximately $2,062,000 at October 31, 2015. The Company has not experienced any losses in such accounts, and management believes
it is not exposed to any significant credit risk on cash.
Foreign
Currency Translation
The Company
translates the financial statements of its foreign subsidiary from the local (functional) currencies to U.S. dollars in accordance
with FASB ASC 830, Foreign Currency Matters. All assets and liabilities of the Companys foreign subsidiaries are
translated at year-end exchange rates, while revenue and expenses are translated at average exchange rates prevailing during the
year. Adjustments for foreign currency translation fluctuations are excluded from net income and are included in other comprehensive
loss. Gains and losses on short-term intercompany foreign currency transactions are recognized as incurred.
Reclassification
Certain prior
year balances have been reclassified to conform to the presentation in this Report, with no changes in net loss for prior periods
presented.
Recent
Accounting Pronouncements
We have reviewed
all of the recent accounting pronouncements and have determined that they have not or will not have a material impact on the Companys
consolidated financial statements, or simply do not apply to the Companys operations.
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v3.3.1.900
4. DEBT
|
6 Months Ended |
Oct. 31, 2015 |
Debt Disclosure [Abstract] |
|
DEBT |
The Company
entered into a licensing agreement for a license to use the Cell-in-a-Box® technology to develop therapies involving
the constituents of the Cannabis plant. As of October 31, 2015, the Company owes $600,000 out of a total required $2,000,000
Upfront Payment for the license (see Note 8).
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.3.1.900
5. COMMON STOCK TRANSACTIONS
|
6 Months Ended |
Oct. 31, 2015 |
Equity [Abstract] |
|
COMMON STOCK TRANSACTIONS |
The Company
issued 3,600,000 shares of common stock to officers as part of their compensation agreements in the year ended April 30, 2015.
These shares vest on a quarterly basis over a twelve-month period. During the six months ended October 31, 2015, 1,800,000 shares
that vested were valued using the intrinsic value at the date of vesting and resulted in a non-cash compensation expense of $190,620.
The Company
issued 1,200,000 shares of common stock to an employee as part of an employee agreement in the year ended April 30, 2015. These
shares vest on a quarterly basis over a twelve-month period. During the six months ended October 31, 2015, 600,000 shares that
vested were valued using the intrinsic value at the date of vesting and resulted in a non-cash expense of $63,510.
The shares
listed above were issued without registration under the Securities Act of 1933, as amended (Securities Act), in
reliance upon the exemption afforded by Section 4(a)(2) of the Securities Act.
During the
six months ended October 31, 2015, the Company sold and issued approximately 14.7 million shares of common stock pursuant to a
registration statement at prices ranging from $0.08 to $0.16 per share. The Company received net proceeds of approximately $1.7
million from the sale of these shares.
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- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
6. STOCK OPTIONS AND WARRANTS
|
6 Months Ended |
Oct. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
STOCK OPTIONS AND WARRANTS |
Stock Options
As of October
31, 2015, the Company had outstanding stock options held by its directors, officers and an employee that were issued pursuant
to compensation and director agreements.
The Company
has adopted the provisions of ASC 718, Compensation-Stock, which requires the measurement and recognition
of compensation expense for all stock-based awards made to employees.
The fair
value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model.
The Companys
computation of expected volatility is based on the historical daily volatility of its publicly traded stock. For stock option
grants issued during the periods ended October 31, 2015 and 2014, the Company used a calculated volatility for each grant. The
Company lacks adequate information about the exercise behavior at this time and has determined the expected term assumption under
the simplified method provided for under ASC 718, which averages the contractual term of the Companys stock options of
five years with the average vesting term of two and one fifth years for an average of two and two third years. The dividend yield
assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash
dividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant
for instruments with a similar expected life. No amounts relating to employee stock-based compensation have been capitalized.
Presented
below is the Companys stock option activity for employees and directors:
A summary
of the activity for unvested employee stock options during the six months ended October 31, 2015 is presented below:
| | |
Options Outstanding | | |
Weighted Average Grant
Date Fair Value per Share | |
Nonvested,
April 30, 2015 | | |
| 6,600,000 | | |
$ | 0.10 | |
Granted | | |
| | | |
| | |
Vested | | |
| 3,600,000 | | |
| 0.10 | |
Forfeited | | |
| | | |
| | |
Nonvested,
October 31, 2015 | | |
| 3,000,000 | | |
$ | 0.10 | |
| | | |
| | | |
| | |
The Company recorded
approximately $141,000 and $286,000 and $0 and $0 of non-cash charges related to the vesting of stock options to certain directors
and an employee in exchange for services during the three months and six months ended October 31, 2015 and 2014, respectively.
At October
31, 2015, there remained approximately $238,000 of unrecognized compensation expense related to unvested employee stock options
to be recognized as expense over a weighted-average period of one year.
The following
table summarizes ranges of outstanding stock options at October 31, 2015:
|
|
Exercise Prices |
|
Exercise Price |
|
$ |
0.19 |
|
|
$ |
0.11 |
|
|
$ |
0.18 |
|
Number of Options |
|
|
25,000,000 |
|
|
|
27,200,000 |
|
|
|
250,000 |
|
Weighted Average Remaining Contractual Life (years) |
|
|
3.92 |
|
|
|
4.17 |
|
|
|
4.47 |
|
Weighted Average Stock Price |
|
$ |
0.19 |
|
|
$ |
0.11 |
|
|
$ |
0.18 |
|
Number of Options Exercisable |
|
|
25,000,000 |
|
|
|
27,200,000 |
|
|
|
250,000 |
|
Weighted Average Contractual Life (years) |
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
Weighted Average Exercise Price |
|
$ |
0.19 |
|
|
$ |
0.11 |
|
|
$ |
0.18 |
|
There was
no aggregate intrinsic value of outstanding options as of October 31, 2015. This represents options whose exercise price was less
than the closing fair market value of the Companys common stock on October 31, 2015 of approximately $0.11 per share.
Warrants
(As Restated)
The Company
issued certain cashless warrants in connection with its entry into the Consultant Agreement during the year ended April 30, 2015.
The Company accounted for the cashless warrants as a derivative liability, as disclosed in the Original Filing. However, upon
further analysis, the Company determined that the cashless warrants should have been accounted for as equity in accordance with
U.S. GAAP. Additionally, the Company determined that the issuance of shares of common stock and the issuance of certain cash warrants
and the cashless warrants to the consultant pursuant to the Consultant Agreement should have been recorded as a prepaid asset
and amortized over the term of the Consultant Agreement in accordance with U.S. GAAP in the Original Filing.
The warrants
issued by the Company are classified as equity. The fair value of the warrants calculated at the time of issuance was recorded
as an increase to additional-paid-in-capital, and no further adjustments were made.
For stock
warrants paid in consideration of services rendered by non-employees, the Company recognizes consulting expense in accordance
with the requirements of ASC 505-50 and ASC 505, as amended.
A summary
of the Companys warrant activity and related information for the six months ended October 31, 2015 are shown below:
| | |
Warrants | | |
Weighted Average Price | | |
Weighted Average Fair
Value | |
Outstanding,
April 30, 2015 | | |
| 72,969,908 | | |
$ | 0.17 | | |
$ | 0.08 | |
Issued | | |
| | | |
| | | |
| | |
Exercised | | |
| | | |
| | | |
| | |
Outstanding,
October 31, 2015 | | |
| 72,969,908 | | |
| 0.17 | | |
| 0.08 | |
Exercisable,
October 31, 2015 | | |
| 72,969,908 | | |
$ | 0.17 | | |
$ | 0.08 | |
| | | |
| | | |
| | | |
| | |
The following table summarizes
additional information concerning warrants outstanding and exercisable at October 31, 2015:
Exercise
Prices |
|
Number
of Warrant Shares Exercisable at 10/31/2015 |
|
|
Weighted
Average Remaining Contractual Life |
|
|
Exercisable
Weighted Average Exercise Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five Year Term - $0.08 |
|
|
1,056,000 |
|
|
|
1.94 |
|
|
|
|
|
Five Year Term - $0.12 |
|
|
18,347,508 |
|
|
|
2.25 |
|
|
|
|
|
Five Year Term - $0.18 |
|
|
19,811,200 |
|
|
|
2.17 |
|
|
|
|
|
Five Year Term - $0.25 |
|
|
18,755,200 |
|
|
|
2.18 |
|
|
|
|
|
Five Year Term - $0.11 |
|
|
10,000,000 |
|
|
|
4.40 |
|
|
|
|
|
Nine Month Term - $0.11 |
|
|
5,000,000 |
|
|
|
0.17 |
|
|
|
|
|
Total |
|
|
72,969,908 |
|
|
|
2.36 |
|
|
$ |
0.17 |
|
|
X |
- DefinitionThe entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
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v3.3.1.900
7. LEGAL PROCEEDINGS
|
6 Months Ended |
Oct. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
LEGAL PROCEEDINGS |
The Company
is not currently a party to any pending legal proceedings, material or otherwise. There are no legal proceedings to which any
property of the Company is subject. However, in the past the Company has been the subject of litigation, claims and assessments
arising out of matters occurring in its normal business operations. In the opinion of management, none of these had a material
adverse effect on the Companys unaudited consolidated financial position, operations and cash flows presented in this Report.
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v3.3.1.900
8. RELATED PARTY TRANSACTIONS
|
6 Months Ended |
Oct. 31, 2015 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
The Company had the following
related party transactions:
The Company
owns 14.5% of the equity in SG Austria. This equity interest is reported on the cost method of accounting. SG Austria has two
subsidiaries: (i) Austrianova; and (ii) Austrianova Thailand Ltd. For the three months and six months ending October 31, 2015,
the Company has purchased products from these subsidiaries in the approximate amount of $155,000 and $203,000 and for the three
months and six months ending October 31, 2014, $6,000 and $6,000, respectively.
Effective
April 1, 2014, the Company entered into a consulting agreement with Vin-de-Bona Trading Company Pte. Ltd. (Vin-de-Bona)
to provide professional consulting services to the Company. Vin-de-Bona is owned by Prof. Dr. Walter H. Günzburg and Dr.
Brian Salmons, who are each an officer of SG Austria. The term of the agreement is for 12 months, which is automatically renewed
for successive 12 month terms. After the initial term, either party has the right to terminate the consulting agreement by giving
the other party 30 days written notice before the effective date of termination. For the three months and six months ending October
31, 2015, the amount the Company paid Vin-de-Bona for consulting services were approximately $11,000 and $19,000 and for the three
months and six months ending October 31, 2014, approximately $6,000 and $9,000, respectively.
Under the
Cannabis Licensing Agreement, the Company is required to pay Austrianova an Upfront Payment of $2,000,000. The Company
has the right to make periodic monthly partial payments of the Upfront Payment in amounts to be agreed upon between the parties
prior to each such payment being made. Effective October 19, 2015, the parties extended the date by which the Upfront Payment
must be made until June 30, 2016. As of October 31, 2015, the Company has paid Austrianova $1,400,000 of the Upfront Payment (see
Note 4).
With the
exception of Thomas Liquard, the Board has determined that none of the Companys directors satisfies the definition of an
Independent Director as established in the NASDAQ Marketplace Rules. Mr. Liquard has been determined by the Board
to be an Independent Director.
|
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
9. COMMITMENTS AND CONTINGENCIES
|
6 Months Ended |
Oct. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
The Company
acquires assets still in development and enters into research and development arrangements with third parties that often require
milestone and royalty payments to the third party contingent upon the occurrence of certain future events linked to the success
of the asset in development. Milestone payments may be required, contingent upon the successful achievement of an important point
in the development life-cycle of the pharmaceutical product, such as approval of the product for marketing by a regulatory agency.
If required by its license agreements, the Company may have to make royalty payments based upon a percentage of the sales of its
products in the event that regulatory approval for marketing is obtained.
Office
Lease
The Company
currently leases office space at 12510 Prosperity Drive, Suite 310, Silver Spring, Maryland 20904. The lease is due to expire
on July 31, 2016. Rent expense for the three months and six months ended October 31, 2015 and 2014 were $17,114 and $29,612 and
$13,272 and $25,407, respectively.
Period ending, October 31, |
|
Amount |
|
2016 |
|
$ |
38,619 |
|
|
|
$ |
38,619 |
|
Third Addendum
The Third
Addendum requires the Company to pay SG Austria future royalty and milestone payments as follows: (i) a 2% royalty payment on
all gross sales; (ii) a 10% royalty payment on all gross revenues from sublicensing; (iii) a milestone payment of $100,000 after
enrollment of the first human patient in the first clinical trial for each product; (iv) a milestone payment of $300,000 after
the enrollment of the first human patient in the first Phase 3 clinical trial; and (v) a milestone payment of $800,000 after obtaining
a marketing authorization from a regulatory agency. Additional milestone payments of $50,000 after the enrollment of the first
veterinary patient for each product and $300,000 after obtaining marketing authorization for each veterinary product are also
required to be paid to SG Austria.
Licensing Agreements
Diabetes Licensing Agreement
The Diabetes
Licensing Agreement requires the Company to pay Austrianova, pursuant to a manufacturing agreement between the parties, a one-time
manufacturing setup fee in the amount of $633,144 of which 50% is required to be paid on the signing of a manufacturing agreement
for a product and 50% is required to be paid three months later. In addition, the Diabetes Licensing Agreement requires the Company
to pay a fee for producing the final encapsulated cell product of $633 per vial of 300 capsules after production with a minimum
purchased batch size of 400 vials of any Cell-in-a-Box® product.
The Diabetes
Licensing Agreement requires the Company to make future royalty and milestone payments as follows: (i) a 10% royalty payment of
the gross sale of all products the Company sells; (ii) a 20% royalty payment of the amount received by the Company from a sub-licensee
on the gross sales by the sub-licensee; (iii) a milestone payment of $100,000 within 30 days of beginning the first pre-clinical
study using the encapsulated cells; (iv) a milestone payment of $500,000 within 30 days after enrollment of the first human patient
in the first clinical trial; (v) a milestone payment of $800,000 within 30 days after enrollment of the first human patient in
the first Phase 3 clinical trial; and (vi) a milestone payment of $1,000,000 within 60 days after obtaining approval of a Biologics
License Application (BLA) or a Marketing Authorization (MA) or its equivalent based on the country
in which it is accepted for each product. The first milestone payment of $100,000 was paid on October 15, 2015 for the pre-clinical
study using the encapsulated cells.
Melligen
Cell License Agreement
The Melligen
Cell License Agreement does not require an initial payment to UTS. The Company is required to pay UTS a patent administration
fee of 15% on all amounts paid by UTS to prosecute and maintain patents related to the Melligen cells.
The Melligen
Cell License Agreement requires that the Company pay royalty payments to UTS of (i) 6% gross revenue on product sales; and (ii)
25% of gross revenues if the product is sub-licensed by the Company. In addition, the Company is required to pay milestone payments
of: (iii) AU$ 50,000 at the successful conclusion of a preclinical study; (iv) AU$ 100,000 at the successful conclusion of a Phase
1 clinical trial; (v) AU$ 450,000 at the successful conclusion of a Phase 2 clinical trial; and (vi) AU$ 3,000,000 at the successful
conclusion of a Phase 3 clinical trial.
Cannabis
Licensing Agreement
Under the
Cannabis Licensing Agreement, the Company is required to pay Austrianova an Upfront Payment of $2,000,000. The Company
has the right to make periodic monthly partial payments of the Upfront Payment in amounts to be agreed upon between the parties
prior to each such payment being made. Pursuant to a First Amendment to Licensing Agreement, the Upfront Payment due date was
extended to December 31, 2015. Pursuant to a Second Amendment to Licensing Agreement, the Upfront Payment due date was extended
to June 30, 2016. As of the October 31, 2015, the Company has paid Austrianova $1,400,000 of the Upfront Payment (See Notes 4
and 8).
The
Cannabis Licensing Agreement requires the Company to pay Austrianova, pursuant to a manufacturing agreement between
the parties, a one-time manufacturing setup fee in the amount of $800,000, of which 50% is required to be paid on the signing
of a manufacturing agreement for a product and 50% is required to be paid three months later. In addition, the
Cannabis Licensing Agreement requires the Company to pay a fee for producing the final encapsulated cell product of $800 per
vial of 300 capsules after production with a minimum purchased batch size of 400 vials of any Cell-in-a-Box®
product. As of October 31, 2015, the specifications of the manufacturing agreement remain to be negotiated and the agreement
remains unsigned by the parties.
The Cannabis
Licensing Agreement requires the Company to make future royalty and milestone payments as follows: (i) a 10% royalty payment of
the gross sales of all products sold by the Company; (ii) a 20% royalty payment of the amount received by the Company from a sub-licensees
on a sub-licensees gross sales of the sublicensed products; (iii) a milestone payment of $100,000 within 30 days of beginning
the first pre-clinical study using the encapsulated cells; (iv) a milestone payment of $500,000 within 30 days after enrollment
of the first human patient in the first clinical trial; (v) a milestone payment of $800,000 within 30 days after enrollment of
the first human patient in the first Phase 3 clinical trial; and (vi) a milestone payment of $1,000,000 due 90 days after obtaining
approval of a BLA or a MA or its equivalent based on the country in which it is accepted for each product.
Bavarian Nordic/GSF License
Agreement
The Company
is required to pay Bavarian/Nordic/GSF a 4.5% royalty payment on the Companys net sales for each product the Company develops
that uses the genetically modified cells licensed from Bavarian Nordic/GSF.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
10. INCOME TAXES
|
6 Months Ended |
Oct. 31, 2015 |
Income Tax Disclosure [Abstract] |
|
INCOME TAXES |
The Company
had no income tax expense for the three months and six months ended October 31, 2015 and 2014, respectively. During the six months
ended October 31, 2015 and 2014, the Company had a net operating loss (NOL) for each period which generated deferred
tax assets for NOL carryforwards. The Company provided valuation allowances against the net deferred tax assets including the
deferred tax assets for NOL carryforwards. Valuation allowances provided for the net deferred tax asset increased by approximately
$544,000 and $1,796,000 for the six months ended October 31, 2015 and 2014, respectively.
There was
no material difference between the effective tax rate and the projected blended statutory tax rate for the quarters ended October
31, 2015 and 2014.
In assessing
the realization of deferred tax assets, management considered whether it is more likely than not that some portion or all of the
deferred asset will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become deductible. Based on the available objective evidence,
including the history of operating losses and the uncertainty of generating future taxable income, management believes it is more
likely than not that the net deferred tax assets at October 31, 2015 will not be fully realizable. Accordingly, management has
maintained a valuation allowance against the net deferred tax asset at October 31, 2015.
There have
been no changes to the Companys liability for unrecognized tax benefits during the period ended October 31, 2015.
The Companys
policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As
of the periods ended October 31, 2015 and 2014, the Company had accrued no interest or penalties related to uncertain tax positions.
See Note
13 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended April 30, 2015
for additional information regarding income taxes.
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v3.3.1.900
11. SUBSEQUENT EVENTS
|
6 Months Ended |
Oct. 31, 2015 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
On November
27, 2015, the Company made a payment of $100,000 to Austrianova pursuant to the Cannabis Licensing Agreement.
From November
1, 2015 to December 3, 2015, the Company issued 3,383,079 shares of common stock under the S-3 Registration Statement. The issuance
of the shares resulted in gross proceeds to the Company of approximately $301,000.
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v3.3.1.900
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
6 Months Ended |
Oct. 31, 2015 |
Accounting Policies [Abstract] |
|
Principles of Consolidation and Basis of Presentation |
Principles of Consolidation
and Basis of Presentation
The unaudited
condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The unaudited
condensed consolidated financial statements are prepared in accordance with U.S. GAAP and the rules and regulations of the Securities
and Exchange Commission (Commission). Intercompany balances and transactions are eliminated. In the opinion of the
Companys management, the unaudited condensed consolidated financial statements reflect all adjustments, which are normal
and recurring in nature, necessary for fair financial statement presentation. The Companys 14.5% investment in SG Austria
is presented on the cost method of accounting.
|
Use of Estimates |
Use of Estimates
The
preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of
the date the financial statements are published and the reported amounts of revenues and expenses during the reporting
period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Companys
condensed consolidated financial statements; accordingly, it is possible that the actual results could differ from these
estimates and assumptions, which could have a material effect on the reported amounts of the Companys condensed
consolidated financial position and results of operations.
|
Goodwill and Intangible Assets |
Goodwill and Intangible Assets
The Company records
the excess of purchase price over the fair value of the identifiable net assets acquired as goodwill and other indefinite-lived
intangibles. The Financial Accounting Standards Board ("FASB") standard on goodwill and other intangible assets prescribes
a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as
when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary,
measures the impairment. The Company has elected to perform its annual analysis at the end of its fiscal year.
|
Impairment of Long-Lived Assets |
Impairment
of Long-Lived Assets
The Company evaluates
long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may
not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are
less than carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. No impairment
was identified or recorded during the period ended October 31, 2015.
|
Earnings per Share |
Earnings
per Share
Basic
earnings (loss) per share are computed by dividing earnings available to common stockholders by the weighted average number
of outstanding common shares during the period. Diluted earnings per share are computed by dividing net income by the
weighted average number of shares outstanding during the period increased to include the number of additional shares of
common stock that would have been outstanding if the potentially dilutive securities had been issued. For the periods ended
October 31, 2015 and 2014, the Company incurred net losses; therefore, the effect of any common stock equivalent would be
anti-dilutive during these periods.
|
Fair value of Financial Instruments |
Fair Value
of Financial Instruments
For certain
of the Companys non-derivative financial instruments, including cash, accounts payable and accrued expenses, the carrying
amount approximates fair value due to the short-term maturities of these instruments.
Accounting
Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures, requires disclosure
of the fair value of financial instruments held by the Company. ASC Topic 825, Financial Instruments, defines fair
value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements
for fair value measures. The carrying amounts reported in the condensed consolidated balance sheets for receivables and current
liabilities each qualify as financial instruments and are a reasonable estimate of their fair values. This is because of the short
period of time between the origination of such instruments, their expected realization and their current market rate of interest.
The three levels of valuation hierarchy are defined as follows:
|
· |
Level 1. Observable inputs such as quoted prices in active markets; |
|
· |
Level 2. Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and |
|
· |
Level 3. Unobservable inputs in which there is little or no market data, which require
the reporting entity to develop its own assumptions. |
The carrying
value of cash, accounts payable and accrued expenses, as reflected in the condensed consolidated balance sheets, approximate fair
value because of the short-term maturity of these instruments.
|
Revenue Recognition |
Revenue Recognition
Sales of products
and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred;
(iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the
prepayment or invoicing and shipment of products.
|
Income Taxes |
Income Taxes
Deferred taxes
are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and
operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes
in tax laws and rates on the date of enactment.
A valuation allowance
is provided for deferred income tax assets when, in managements judgment, based upon currently available information and
other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination
of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things,
historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals
of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax
asset is a significant accounting estimate because it is based, among other things, on an estimate of future taxable income in
the United States and certain other jurisdictions. This is because it is susceptible to change, may or may not occur and the impact
of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against
the Companys net deferred income tax assets, the Company considers all available evidence, both positive and negative.
Consistent with the Companys policy, and because of the Companys history of operating losses, the Company does not
currently recognize the benefit of all of its deferred tax assets, including tax loss carry forwards, that may be used to offset
future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods
in which deferred tax assets may be realized. If and when the Company believes it is more likely than not that it will recover
its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the Companys statements
of operations.
The Company accounts
for its uncertain tax positions in accordance with U.S. GAAP. The purpose of this method is to clarify accounting for uncertain
tax positions recognized. The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate
tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits
it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely
than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative
probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does
not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period
in which the more likely than not standard is met, the issue is resolved with the taxing authority or the statute of limitations
expires. Positions previously recognized are reversed when the Company subsequently determines the position no longer is more
likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative probability
are highly subjective management estimates. Actual results could differ materially from these estimates.
|
Research and Development |
Research and Development
Research and
development expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred.
Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternative
future use are expensed when incurred. Technology developed for use in the Companys product candidates is expensed as incurred
until technological feasibility has been established.
|
Stock-Based Compensation |
Stock-Based Compensation
The Companys
stock-based employee compensation awards are described in Note 6. The Company has adopted the provisions of ASC 718, which requires
the fair value measurement and recognition of compensation expense for all stock-based awards made to directors, executives and
employees.
|
Concentration of Credit Risk |
Concentration of Credit Risk
The Company
has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements. The Company maintains most of its cash balance at a financial institution located in California.
Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances aggregated
approximately $2,062,000 at October 31, 2015. The Company has not experienced any losses in such accounts, and management believes
it is not exposed to any significant credit risk on cash.
|
Foreign Currency Translation |
Foreign Currency
Translation
The Company translates
the financial statements of its foreign subsidiary from the local (functional) currencies to U.S. dollars in accordance with FASB
ASC 830, Foreign Currency Matters. All assets and liabilities of the Companys foreign subsidiaries are translated
at year-end exchange rates, while revenue and expenses are translated at average exchange rates prevailing during the year. Adjustments
for foreign currency translation fluctuations are excluded from net income and are included in other comprehensive loss. Gains
and losses on short-term intercompany foreign currency transactions are recognized as incurred.
|
Reclassifications |
Reclassification
Certain prior
year balances have been reclassified to conform to the presentation in this Report, with no changes in net loss for prior periods
presented.
|
Recent accounting pronouncements |
Recent Accounting
Pronouncements
We
have reviewed all of the recent accounting pronouncements and have determined that they have not or will not have a material impact
on the Companys consolidated financial statements, or simply do not apply to the Companys operations.
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v3.3.1.900
1A. RESTATEMENT OF PREVIOUSLY REPORTED INFORMATION (Tables)
|
6 Months Ended |
Oct. 31, 2015 |
Restatement of Prior Year Income [Abstract] |
|
Restatement of previously reported information |
| |
October 31, 2015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
Selected Consolidated Balance Sheet Accounts | |
| | | |
| | | |
| | |
Prepaid expenses and other current assets | |
$ | 74,757 | | |
$ | 335,878 | | |
$ | 410,635 | |
Total current assets | |
$ | 2,512,187 | | |
$ | 335,878 | | |
$ | 2,848,065 | |
Total assets | |
$ | 7,641,661 | | |
$ | 335,878 | | |
$ | 7,977,539 | |
Additional paid in capital | |
$ | 87,685,381 | | |
$ | 914,270 | | |
$ | 88,599,651 | |
Accumulated deficit | |
$ | (81,200,061 | ) | |
$ | (578,392 | ) | |
$ | (81,778,453 | ) |
Total stockholders' equity | |
$ | 6,561,656 | | |
$ | 335,878 | | |
$ | 6,897,534 | |
Total liabilities and stockholders' equity | |
$ | 7,641,661 | | |
$ | 335,878 | | |
$ | 7,977,539 | |
| |
Three Months Ended
October 31, 2 015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
Consolidated Statement of Operations | |
| | | |
| | | |
| | |
Total revenue | |
$ | | | |
$ | | | |
$ | | |
Cost of revenue | |
| | | |
| | | |
| | |
Gross margin | |
| | | |
| | | |
| | |
Research and development costs | |
| 439,711 | | |
| | | |
| 439,711 | |
Compensation expense | |
| 400,507 | | |
| | | |
| 400,507 | |
Director fee | |
| 9,000 | | |
| | | |
| 9,000 | |
Legal and professional | |
| 57,988 | | |
| | | |
| 57,988 | |
General and administrative | |
| 222,039 | | |
| 506,573 | | |
| 728,612 | |
Loss from operations | |
| (1,129,245 | ) | |
| (506,573 | ) | |
| (1,635,818 | ) |
Unrealized gain on change in derivative | |
| 29,746 | | |
| (29,746 | ) | |
| | |
Other expenses | |
| 430 | | |
| | | |
| 430 | |
Interest expense, net | |
| (194 | ) | |
| | | |
| (194 | ) |
Total other income (expense),
net | |
| 29,982 | | |
| (29,746 | ) | |
| 236 | |
Net loss | |
$ | (1,099,263 | ) | |
$ | (536,319 | ) | |
$ | (1,635,582 | ) |
| |
| | | |
| | | |
| | |
Basic and diluted net loss per share | |
$ | 0.00 | | |
$ | | | |
$ | 0.00 | |
| |
Six Months Ended
October 31, 2015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
Consolidated Statement of Operations | |
| | | |
| | | |
| | |
Total revenue | |
$ | | | |
$ | | | |
$ | | |
Cost of revenue | |
| | | |
| | | |
| | |
Gross margin | |
| | | |
| | | |
| | |
Research and development costs | |
| 595,389 | | |
| | | |
| 595,389 | |
Compensation expense | |
| 848,077 | | |
| | | |
| 848,077 | |
Director fee | |
| 27,000 | | |
| | | |
| 27,000 | |
Legal and professional | |
| 183,063 | | |
| | | |
| 183,063 | |
General and administrative | |
| 483,454 | | |
| 1,013,146 | | |
| 1,496,600 | |
Loss from operations | |
| (2,136,983 | ) | |
| (1,013,146 | ) | |
| (3,150,129 | ) |
Unrealized gain on change in derivative | |
| 492,049 | | |
| (492,049 | ) | |
| | |
Other expenses | |
| 335 | | |
| | | |
| 335 | |
Interest expense, net | |
| (826 | ) | |
| | | |
| (826 | ) |
Total other income (expense),
net | |
| 491,558 | | |
| (492,049 | ) | |
| (491 | ) |
Net loss | |
$ | (1,645,425 | ) | |
$ | (1,505,195 | ) | |
$ | (3,150,620 | ) |
| |
| | | |
| | | |
| | |
Basic and diluted net loss per share | |
$ | 0.00 | | |
$ | | | |
$ | 0.00 | |
| |
Three Months Ended
October 31, 2015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
Consolidated Statement of Comprehensive Loss | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,099,263 | ) | |
$ | (536,319 | ) | |
$ | (1,635,582 | ) |
Foreign currency translation adjustment | |
| (34 | ) | |
| | | |
| (34 | ) |
Comprehensive loss | |
$ | (1,099,297 | ) | |
$ | (536,319 | ) | |
$ | (1,635,616 | ) |
| |
Six Months Ended
October 31, 2015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
Consolidated Statement of Comprehensive Loss | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,645,425 | ) | |
$ | (1,505,195 | ) | |
$ | (3,150,620 | ) |
Foreign currency translation adjustment | |
| 1,587 | | |
| | | |
| 1,587 | |
Comprehensive loss | |
$ | (1,643,838 | ) | |
$ | (1,505,195 | ) | |
$ | (3,149,033 | ) |
| |
Six Months Ended
October 31, 2015 | |
| |
As
Previously Reported | | |
Adjustment | | |
As
Restated | |
| |
| | | |
| | | |
| | |
Consolidated Statement of Cash Flows | |
| | | |
| | | |
| | |
Operating activities | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,645,425 | ) | |
$ | (1,505,195 | ) | |
$ | (3,150,620 | ) |
Stock issued for services | |
| | | |
| 333,216 | | |
| 333,216 | |
Stock issued for compensation | |
| 254,040 | | |
| | | |
| 254,040 | |
Stock based compensation - options | |
| 287,928 | | |
| | | |
| 287,928 | |
Stock based compensation - warrants | |
| | | |
| 679,930 | | |
| 679,930 | |
Gain on derivative liability | |
| (492,049 | ) | |
| 492,049 | | |
| | |
Increase in prepaid expenses and current assets | |
| (80,500 | ) | |
| | | |
| (80,500 | ) |
Decrease in accounts payable | |
| (69,491 | ) | |
| | | |
| (69,491 | ) |
Increase in accrued expenses | |
| 29,130 | | |
| | | |
| 29,130 | |
Decrease in license agreement
obligation | |
| (400,000 | ) | |
| | | |
| (400,000 | ) |
Net cash used in operating
activities | |
| (2,116,367 | ) | |
| | | |
| (2,116,367 | ) |
| |
| | | |
| | | |
| | |
Investing activities | |
| | | |
| | | |
| | |
Net cash from investing activities | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Financing activities | |
| | | |
| | | |
| | |
Proceeds from sale of common
stock | |
| 1,728,935 | | |
| | | |
| 1,728,935 | |
Net cash provided by financing
activities | |
| 1,728,935 | | |
| | | |
| 1,728,935 | |
| |
| | | |
| | | |
| | |
Effect of currency rate exchange on cash | |
| 125 | | |
| | | |
| 125 | |
| |
| | | |
| | | |
| | |
Net decrease in cash | |
| (387,307 | ) | |
| | | |
| (387,307 | ) |
Cash at beginning of year | |
| 2,699,737 | | |
| | | |
| 2,699,737 | |
Cash at October 31, 2015 | |
$ | 2,312,430 | | |
$ | | | |
$ | 2,312,430 | |
|
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- DefinitionTabular disclosure of the nature and effects of a restatement to correct an error in the reported results of operations of prior periods. When prior period adjustments are recorded, the resulting effects (both gross and net of applicable income tax) on the net income of prior periods are disclosed in the annual report for the year in which the adjustments are made, and amended filings of previously issued reports are typically issued.
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v3.3.1.900
6. STOCK OPTIONS AND WARRANTS (Tables)
|
6 Months Ended |
Oct. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
Unvested employee stock option activity |
| | |
Options Outstanding | | |
Weighted Average Grant
Date Fair Value per Share | |
Nonvested,
April 30, 2015 | | |
| 6,600,000 | | |
$ | 0.10 | |
Granted | | |
| | | |
| | |
Vested | | |
| 3,600,000 | | |
| 0.10 | |
Forfeited | | |
| | | |
| | |
Nonvested,
October 31, 2015 | | |
| 3,000,000 | | |
$ | 0.10 | |
| | | |
| | | |
| | |
|
Range of outstanding stock options |
|
|
Exercise Prices |
|
Exercise Price |
|
$ |
0.19 |
|
|
$ |
0.11 |
|
|
$ |
0.18 |
|
Number of Options |
|
|
25,000,000 |
|
|
|
27,200,000 |
|
|
|
250,000 |
|
Weighted Average Remaining Contractual Life (years) |
|
|
3.92 |
|
|
|
4.17 |
|
|
|
4.47 |
|
Weighted Average Stock Price |
|
$ |
0.19 |
|
|
$ |
0.11 |
|
|
$ |
0.18 |
|
Number of Options Exercisable |
|
|
25,000,000 |
|
|
|
27,200,000 |
|
|
|
250,000 |
|
Weighted Average Contractual Life (years) |
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
Weighted Average Exercise Price |
|
$ |
0.19 |
|
|
$ |
0.11 |
|
|
$ |
0.18 |
|
|
Warrant activity |
| | |
Warrants | | |
Weighted Average Price | | |
Weighted Average Fair
Value | |
Outstanding,
April 30, 2015 | | |
| 72,969,908 | | |
$ | 0.17 | | |
$ | 0.08 | |
Issued | | |
| | | |
| | | |
| | |
Exercised | | |
| | | |
| | | |
| | |
Outstanding,
October 31, 2015 | | |
| 72,969,908 | | |
| 0.17 | | |
| 0.08 | |
Exercisable,
October 31, 2015 | | |
| 72,969,908 | | |
$ | 0.17 | | |
$ | 0.08 | |
| | | |
| | | |
| | | |
| | |
|
Schedule of warrants outstanding by exercise range |
Exercise
Prices |
|
Number
of Warrant Shares Exercisable at 10/31/2015 |
|
|
Weighted
Average Remaining Contractual Life |
|
|
Exercisable
Weighted Average Exercise Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five Year Term - $0.08 |
|
|
1,056,000 |
|
|
|
1.94 |
|
|
|
|
|
Five Year Term - $0.12 |
|
|
18,347,508 |
|
|
|
2.25 |
|
|
|
|
|
Five Year Term - $0.18 |
|
|
19,811,200 |
|
|
|
2.17 |
|
|
|
|
|
Five Year Term - $0.25 |
|
|
18,755,200 |
|
|
|
2.18 |
|
|
|
|
|
Five Year Term - $0.11 |
|
|
10,000,000 |
|
|
|
4.40 |
|
|
|
|
|
Nine Month Term - $0.11 |
|
|
5,000,000 |
|
|
|
0.17 |
|
|
|
|
|
Total |
|
|
72,969,908 |
|
|
|
2.36 |
|
|
$ |
0.17 |
|
|
X |
- DefinitionTabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.
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v3.3.1.900
1A. RESTATEMENT OF PREVIOUSLY REPORTED INFORMATION (Details - Balance Sheet) - USD ($)
|
Oct. 31, 2015 |
Apr. 30, 2015 |
Prepaid expenses and other current assets |
$ 410,635
|
$ 1,468,281
|
Total current assets |
2,848,065
|
4,168,018
|
Total assets |
7,977,539
|
9,297,492
|
Total current liabilities |
1,080,005
|
1,520,366
|
Total liabilities |
1,080,005
|
1,520,366
|
Additional paid in capital |
88,599,651
|
86,330,224
|
Accumulated deficit |
(81,778,453)
|
(78,627,833)
|
Total stockholders' equity |
6,897,534
|
7,777,126
|
Total liabilities and stockholders' equity |
7,977,539
|
$ 9,297,492
|
Scenario, Previously Reported [Member] |
|
|
Prepaid expenses and other current assets |
74,757
|
|
Total current assets |
2,512,187
|
|
Total assets |
7,641,661
|
|
Additional paid in capital |
87,685,381
|
|
Accumulated deficit |
(81,200,061)
|
|
Total stockholders' equity |
6,561,656
|
|
Total liabilities and stockholders' equity |
7,641,661
|
|
Scenario, Adjustment [Member] |
|
|
Prepaid expenses and other current assets |
335,878
|
|
Total current assets |
335,878
|
|
Total assets |
335,878
|
|
Additional paid in capital |
914,270
|
|
Accumulated deficit |
(578,392)
|
|
Total stockholders' equity |
335,878
|
|
Total liabilities and stockholders' equity |
$ 335,878
|
|
X |
- DefinitionExcess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.
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v3.3.1.900
1A. RESTATEMENT OF PREVIOUSLY REPORTED INFORMATION (Details - Statement of Operations/Comprehensive loss) - USD ($)
|
3 Months Ended |
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Consolidated Statement of Operations |
|
|
|
|
Total revenue |
$ 0
|
$ 0
|
$ 0
|
$ 0
|
Cost of revenue |
0
|
0
|
0
|
0
|
Gross margin |
0
|
0
|
0
|
0
|
Research and development costs |
439,711
|
347,763
|
595,389
|
347,763
|
Compensation expense |
400,507
|
4,840,754
|
848,077
|
5,094,172
|
Director fee |
9,000
|
0
|
27,000
|
0
|
Legal and professional |
57,988
|
353,230
|
183,063
|
614,094
|
General and administrative |
728,612
|
703,692
|
1,496,600
|
1,542,070
|
Loss from operations |
(1,635,818)
|
(6,245,439)
|
(3,150,129)
|
(7,828,599)
|
Unrealized gain on change in derivative |
0
|
|
0
|
|
Other expenses |
430
|
508
|
335
|
1,496
|
Interest expense, net |
(194)
|
(2,073)
|
(826)
|
(4,725)
|
Total other income (expense), net |
236
|
2,181,766
|
(491)
|
2,180,102
|
Net loss |
$ (1,635,582)
|
$ (4,063,673)
|
$ (3,150,620)
|
$ (5,648,497)
|
Basic and diluted loss per share |
$ 0.00
|
$ (.01)
|
$ 0.00
|
$ (.01)
|
Consolidated Statement of Comprehensive Loss |
|
|
|
|
Net loss |
$ (1,635,582)
|
$ (4,063,673)
|
$ (3,150,620)
|
$ (5,648,497)
|
Foreign currency translation adjustment |
(34)
|
0
|
1,587
|
0
|
Comprehensive loss |
(1,635,616)
|
$ (4,063,673)
|
(3,149,033)
|
$ (5,648,497)
|
Scenario, Previously Reported [Member] |
|
|
|
|
Consolidated Statement of Operations |
|
|
|
|
Total revenue |
0
|
|
0
|
|
Cost of revenue |
0
|
|
0
|
|
Gross margin |
0
|
|
0
|
|
Research and development costs |
439,711
|
|
595,389
|
|
Compensation expense |
400,507
|
|
848,077
|
|
Director fee |
9,000
|
|
27,000
|
|
Legal and professional |
57,988
|
|
183,063
|
|
General and administrative |
222,039
|
|
463,454
|
|
Loss from operations |
(1,129,245)
|
|
(2,136,983)
|
|
Unrealized gain on change in derivative |
29,746
|
|
492,049
|
|
Other expenses |
430
|
|
335
|
|
Interest expense, net |
(194)
|
|
(826)
|
|
Total other income (expense), net |
29,982
|
|
491,558
|
|
Net loss |
$ (1,099,263)
|
|
$ (1,645,425)
|
|
Basic and diluted loss per share |
$ 0.00
|
|
$ 0.00
|
|
Consolidated Statement of Comprehensive Loss |
|
|
|
|
Net loss |
$ (1,099,263)
|
|
$ (1,645,425)
|
|
Foreign currency translation adjustment |
(34)
|
|
1,587
|
|
Comprehensive loss |
(1,099,297)
|
|
(1,643,838)
|
|
Scenario, Adjustment [Member] |
|
|
|
|
Consolidated Statement of Operations |
|
|
|
|
Total revenue |
|
|
0
|
|
Cost of revenue |
|
|
0
|
|
Gross margin |
|
|
0
|
|
Research and development costs |
|
|
0
|
|
Compensation expense |
|
|
0
|
|
Director fee |
|
|
0
|
|
Legal and professional |
|
|
0
|
|
General and administrative |
506,573
|
|
1,013,146
|
|
Loss from operations |
(506,573)
|
|
(1,013,146)
|
|
Unrealized gain on change in derivative |
(29,746)
|
|
(492,049)
|
|
Other expenses |
|
|
0
|
|
Interest expense, net |
|
|
0
|
|
Total other income (expense), net |
(29,746)
|
|
(492,049)
|
|
Net loss |
(536,319)
|
|
$ (1,505,195)
|
|
Basic and diluted loss per share |
|
|
$ 0.00
|
|
Consolidated Statement of Comprehensive Loss |
|
|
|
|
Net loss |
(536,319)
|
|
$ (1,505,195)
|
|
Foreign currency translation adjustment |
|
|
0
|
|
Comprehensive loss |
$ (536,319)
|
|
$ (1,505,195)
|
|
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v3.3.1.900
1A. RESTATEMENT OF PREVIOUSLY REPORTED INFORMATION (Details - Statement of Cash Flows) - USD ($)
|
3 Months Ended |
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Operating activities |
|
|
|
|
Net loss |
$ (1,635,582)
|
$ (4,063,673)
|
$ (3,150,620)
|
$ (5,648,497)
|
Stock issued for services |
|
|
333,216
|
297,500
|
Stock issued for compensation |
|
|
254,040
|
480,350
|
Stock based compensation - options |
|
|
287,928
|
4,307,822
|
Stock based compensation - warrants |
|
|
679,930
|
100,000
|
Gain on derivative liability |
0
|
|
0
|
|
Decrease in prepaid expenses and current assets |
|
|
(80,500)
|
195,496
|
Increase in accounts payable |
|
|
(69,491)
|
84,067
|
Decrease in accrued expenses |
|
|
29,130
|
(37,012)
|
Increase in license agreement obligation |
|
|
(400,000)
|
0
|
Net cash used in operating activities |
|
|
(2,116,367)
|
(2,403,606)
|
Investing activities |
|
|
|
|
Net cash from investing activities |
|
|
0
|
0
|
Financing activities |
|
|
|
|
Proceeds from sale of common stock |
|
|
1,728,935
|
86,000
|
Net cash provided by financing activities |
|
|
1,728,935
|
(57,859)
|
Effect of currency rate exchange on cash |
|
|
125
|
0
|
Net decrease in cash |
|
|
(387,307)
|
(2,461,465)
|
Cash at beginning of the period |
|
|
2,699,737
|
3,616,470
|
Cash at end of the period |
2,312,430
|
$ 1,155,005
|
2,312,430
|
$ 1,155,005
|
Scenario, Previously Reported [Member] |
|
|
|
|
Operating activities |
|
|
|
|
Net loss |
(1,099,263)
|
|
(1,645,425)
|
|
Stock issued for services |
|
|
0
|
|
Stock issued for compensation |
|
|
254,040
|
|
Stock based compensation - options |
|
|
287,928
|
|
Stock based compensation - warrants |
|
|
0
|
|
Gain on derivative liability |
(29,746)
|
|
(492,049)
|
|
Decrease in prepaid expenses and current assets |
|
|
(80,500)
|
|
Increase in accounts payable |
|
|
(69,491)
|
|
Decrease in accrued expenses |
|
|
29,130
|
|
Increase in license agreement obligation |
|
|
(400,000)
|
|
Net cash used in operating activities |
|
|
(2,116,367)
|
|
Investing activities |
|
|
|
|
Net cash from investing activities |
|
|
0
|
|
Financing activities |
|
|
|
|
Proceeds from sale of common stock |
|
|
1,728,935
|
|
Net cash provided by financing activities |
|
|
1,728,935
|
|
Effect of currency rate exchange on cash |
|
|
125
|
|
Net decrease in cash |
|
|
(387,707)
|
|
Cash at beginning of the period |
|
|
2,699,737
|
|
Cash at end of the period |
2,312,430
|
|
2,312,430
|
|
Scenario, Adjustment [Member] |
|
|
|
|
Operating activities |
|
|
|
|
Net loss |
(536,319)
|
|
(1,505,195)
|
|
Stock issued for services |
|
|
333,216
|
|
Stock based compensation - warrants |
|
|
679,930
|
|
Gain on derivative liability |
$ 29,746
|
|
$ 492,049
|
|
X |
- DefinitionStock based compensation - options
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5. COMMON STOCK TRANSACTIONS (Details Narrative) - USD ($)
|
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Stock based compensation expense |
$ 254,040
|
$ 480,350
|
Stock issued new, shares |
14,700,000
|
|
Stock issued new, value |
$ 1,700,000
|
|
Common Stock [Member] | Officers |
|
|
Common stock vested |
1,800,000
|
|
Stock based compensation expense |
$ 190,620
|
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Common Stock [Member] | Employee |
|
|
Common stock vested |
600,000
|
|
Stock based compensation expense |
$ 63,510
|
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v3.3.1.900
6. STOCK OPTIONS AND WARRANTS (Details - Options information)
|
6 Months Ended |
Oct. 31, 2015
$ / shares
shares
|
$0.19 |
|
Number of Options | shares |
25,000,000
|
Weighted Average Remaining Contractual LIfe (years) |
3 years 11 months 1 day
|
Weighted Average Stock Price | $ / shares |
$ 0.19
|
Numer of Options Exercisable | shares |
25,000,000
|
Weighted Average Contractual Life (years) |
5 years
|
Weighted Average Exercise Price | $ / shares |
$ 0.19
|
$0.11 |
|
Number of Options | shares |
27,200,000
|
Weighted Average Remaining Contractual LIfe (years) |
4 years 2 months 1 day
|
Weighted Average Stock Price | $ / shares |
$ .11
|
Numer of Options Exercisable | shares |
27,200,000
|
Weighted Average Contractual Life (years) |
5 years
|
Weighted Average Exercise Price | $ / shares |
$ .11
|
$0.18 |
|
Number of Options | shares |
250,000
|
Weighted Average Remaining Contractual LIfe (years) |
4 years 5 months 19 days
|
Weighted Average Stock Price | $ / shares |
$ 0.18
|
Numer of Options Exercisable | shares |
250,000
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Weighted Average Contractual Life (years) |
5 years
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Weighted Average Exercise Price | $ / shares |
$ 0.18
|
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v3.3.1.900
6. STOCK OPTIONS AND WARRANTS (Details - Warrant activity) - Warrants
|
6 Months Ended |
Oct. 31, 2015
$ / shares
shares
|
Warrants outstanding, beginning balance | shares |
72,969,908
|
Warrants issued | shares |
|
Warrants exercised | shares |
|
Warrants outstanding, ending balance | shares |
72,969,908
|
Warrants exercisable | shares |
72,969,908
|
Weighted average exercise price warrants outstanding, beginning balance |
$ .17
|
Weighted average exercise price warrants outstanding, ending balance |
.17
|
Weighted average exercise price warrants exercisable |
0.17
|
Weighted average fair value per share warrants outstanding, beginning balance |
.08
|
Weighted average fair value per share warrants outstanding, ending balance |
.08
|
Weighted average fair value per share warrants exercisble |
$ .08
|
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v3.3.1.900
6. STOCK OPTIONS AND WARRANTS (Details - Warrant information)
|
6 Months Ended |
Oct. 31, 2015
$ / shares
shares
|
All Warrants |
|
Number of Warrants exercisable |
72,969,908
|
Weighted average remaining contractual term |
2 years 4 months 10 days
|
Weighted average exercise price exercisable | $ / shares |
$ 0.17
|
Five Year Term $0.08 |
|
Number of Warrants exercisable |
1,056,000
|
Weighted average remaining contractual term |
1 year 11 months 8 days
|
Five Year Term $0.12 |
|
Number of Warrants exercisable |
18,347,508
|
Weighted average remaining contractual term |
2 years 3 months
|
Five Year Term $0.18 |
|
Number of Warrants exercisable |
19,811,200
|
Weighted average remaining contractual term |
2 years 2 months 1 day
|
Five Year Term $0.25 |
|
Number of Warrants exercisable |
18,755,200
|
Weighted average remaining contractual term |
2 years 2 months 5 days
|
Five Year Term $0.11 |
|
Number of Warrants exercisable |
10,000,000
|
Weighted average remaining contractual term |
4 years 4 months 24 days
|
Nine Month Term $0.11 |
|
Number of Warrants exercisable |
5,000,000
|
Weighted average remaining contractual term |
5 months 3 days
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v3.3.1.900
8. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
|
3 Months Ended |
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
SG Austria [Member] |
|
|
|
|
Equity investment percentage |
14.50%
|
|
14.50%
|
|
SG Austria [Member] |
|
|
|
|
Purchases from related parties |
$ 155,000
|
$ 6,000
|
$ 203,000
|
|
Austrianova |
|
|
|
|
Purchases from related parties |
|
|
6,000
|
|
Payments made for licensing agreement |
|
|
1,400,000
|
|
Vin-de-Bona |
|
|
|
|
Professional fees included in research and development |
$ 11,000
|
$ 6,000
|
$ 19,000
|
$ 9,000
|
X |
- DefinitionThe percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.
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- DefinitionAmount of unrecognized tax benefits pertaining to uncertain tax positions taken in tax returns.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 15A -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6907707&loc=SL6600010-109319
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Unrecognized Tax Benefit -URI http://asc.fasb.org/extlink&oid=6527854
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us-gaap_UnrecognizedTaxBenefits |
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