What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2016-06-07 compared with 2015-06-17 · 44 added, 77 removed, 40 unchanged (75% of the section changed)

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock quoted on the OTC Bulletin Board under the Symbol "NEUKD", in connection with the approval of our change of name and reverse stock split which was effective on April 20, 2015, our trading symbol will change to " PVOTF" on or about May 18, 2015.

Our common stock quoted on the OTC Bulletin Board under the Symbol "PVOTF".

Our common stock was listed for quotation on April 13, 2010.

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January 31, 2014

________________

(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

As of May 15, 2015, there were approximately 52 holders of record of our common stock.

As of April 29, 2016, there were approximately 53 holders of record of our common stock.

As of such date, 74,922,114 common shares were issued and outstanding.

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Other than as set out below, we did not sell any equity securities which were not registered under the Securities Act during the year ended January 31, 2016 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended January 31, 2016.

Effective March 19, 2015, we entered into director services agreements with our president and director, BJ Bormann, and our directors, Dr.

Effective March 19, 2015, we entered into director services agreements with our past president and past director, Dr.

BJ Bormann, and our directors, Dr.

Wolfgang Renz and Dr.

Patrick Frankham.

Pursuant to the agreements each director shall provide director services to our company for a period of 24 months in consideration for 100,000,000 pre-split shares (10,000,000 post-split shares) of our common stock payable in installments of 25,000,000 (pre-split) or 2,500,000 (post-split) shares upon execution of the agreement, 25,000,000 (pre-split) or 2,500,000 (post-split) after 6 months, 25,000,000 (pre-split) or 2,500,000 (post-split) after 12 months, and 25,000,000 (pre-split) or 2,500,000 (post-split) after 24 months.

Each agreement may be terminated by our company without notice for cause, or by any party with 30 days prior notice.

Pursuant to the agreements each director shall provide director services to our company for a period of 24 months in consideration for 10,000,000 shares of our common stock payable in installments of 2,500,000 shares upon execution of the agreement, 2,500,000 after 6 months, 2,500,000 after 12 months and 2,500,000 after 24 months.

Also effective March 19, 2015, we entered into a management consulting agreement with Dr.

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Davidai shall provide consulting services to our company for a term of 12 months renewable by mutual agreement for an additional 12 months.

In consideration of the services we have agreed to pay to Dr.

Davidai 100,000,000 pre-split shares (10,000,000 post-split shares) shares of our common stock payable in installments of 25,000,000 (pre-split) or 2,500,000 (post-split) share upon execution of the agreement, 25,000,000 (pre-split) or 2,500,000 (post-split) after 6 months, 25,000,000 (pre-split) or 2,500,000 (post-split) after 12 months, and 25,000,000 (pre-split) or 2,500,000 (post-split) after 24 months (subject to renewal of the term).

On March 20, 2015, we issued 400,000,000 pre-split (40,000,000 post-split) common shares payable to Drs.

In consideration of the services, we agreed to pay to Dr.

Davidai 10,000,000 shares of our common stock payable in installments of 2,500,000 share upon execution of the agreement, 2,500,000 after 6 months, or 2,500,000 after 12 months and 2,500,000 after 24 months (subject to renewal of the term).

On March 20, 2015, we issued 40,000,000 common shares payable to Drs.

Bormann, Renz, Frankham and Davidai pursuant to the above described agreements.

The common shares not yet earned or payable will be held in escrow and released to the directors or consultant in accordance with the terms of their respective agreements.

The 400,000,000 pre-split (40,000,000 post-split) common shares were issued to two (2) US persons in reliance on Rule 506 under Regulation D and/or Section 4(2) of the Securities Act of 1933 and to two (2) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933), in offshore transactions relying on Regulation S of the Securities Act of 1933.

On March 20, 2015, we issued 299,202,532 pre-split (29,920,253 post-split) shares of our common stock to six subscribers at the price of $0.001 per share in full conversion of 6 outstanding convertible promissory notes held by the subscribers with an aggregate value US$299,203.53 including principle and accrued interest.

We originally issued the convertible promissory notes for cash consideration on December 11, 2014, June 27, 2014, April 26, 2013, December 4, 2011, February 23, 2011 and December 16, 2010, respectively.

The 299,202,532 pre-split (29,920,253 post-split) common shares were issued to six non-US persons (as that term is defined in Regulation S of the Securities Act of 1933), in offshore transactions relying on Regulation S of the Securities Act of 1933.

47,649,500 pre-split (4,764,950 post-split) of the common shares were issued to Sassel Investments Inc., a corporation beneficially owned and controlled by Hamid Doroudian, our former officer and director.

Doroudian was also a member of our board of directors until his resignation on February 5, 2015.

Doroudian remains as an affiliate of our company.

On April 21, 2015, we issued an aggregate of 2,500,000 (post-split) shares of our common stock to two individuals for services rendered.

The shares were issued at a deemed price of $0.01 per share The 2,500,000 (post-split) common shares were issued to two non-US persons (as that term is defined in Regulation S of the Securities Act of 1933), in offshore transactions relying on Regulation S of the Securities Act of 1933.

The common shares not yet earned or payable were held in escrow to be released to the directors or consultant in accordance with the terms of their respective agreements.

The 40,000,000 common shares were issued to two (2) US persons in reliance on Rule 506 under Regulation D and/or Section 4(2) of the Securities Act of 1933 and to two (2) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933), in offshore transactions relying on Regulation S of the Securities Act of 1933.

Effective November 3, 2015, share cancellation/return to treasury agreements were entered into with Drs.

Bormann, Renz, Frankham and Davidai.

Pursuant to each of the agreements, Drs.

Bormann, Renz, Frankham and Davidai have agreed to the cancellation of 10,000,000 common shares in the capital of our Company such that an aggregate of 40,000,000 common shares in the capital of our Company were cancelled.

On February 11, 2016, the management consulting agreement with Dr.

Davidai was terminated.

On April 15, 2015, we issued an aggregate of 2,500,000 shares of our common stock to two individuals for services rendered.

The shares were issued at a deemed price of $0.10 per share.

The 2,500,000 common shares were issued to two non-US persons (as that term is defined in Regulation S of the Securities Act of 1933), in offshore transactions relying on Regulation S of the Securities Act of 1933.

Effective July 24, 2015, we closed a private placement by issuing an aggregate of 1,400,000 shares of our common stock at prices of $0.10 and $0.20 per share, for gross proceeds of $240,000.

We issued the securities to two (2) non U.S.

persons (at that term as defined in Regulation S of the Securities Act of 1933), relying on Regulation S and/or Section 4(2) of the Securities Act of 1933 and three (3) U.S.

persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.

Effective July 29, 2015, we entered into an advisory board agreement with Dr.

Pravin Chaturvedi, who is our current president and director.

Pursuant to the agreement, Dr.

Chaturvedi shall provide advisory services to our company for a period of 12 months in consideration for 100,000 shares of our common stock payable in installments of 25,000 shares on August 1, 2015, 25,000 on January 31, 2016, 25,000 on July 31, 2016 and 25,000 on January 31, 2017.

On September 21, 2015, we issued 100,000 common shares payable to Dr.

Chaturvedi pursuant to the above described agreement.

The common shares not yet earned or payable were held in escrow to be released to the advisor in accordance with the terms of the agreement.

The 100,000 common shares were issued to a US person in reliance on Rule 506 under Regulation D and/or Section 4(2) of the Securities Act of 1933.

Also on September 21, 2015, we issued 100,000 shares of our common stock to a consultant for strategic advisory, investor relations and public relations services.

We relied on Regulation D and/or Section 4(2) of the Securities Act of 1933.

Effective November 23, 2015 and December 4, 2015, we issued 4,512,500 and 237,500, respectively, shares of common stock to Clear Trust LLC, as nominee for the shareholders of IndUS, as consideration for the shares of IndUS acquired from such shareholders of IndUS.

We relied on Regulation D and/or Section 4(2) of the Securities Act of 1933.

Effective November 20, 2015, we entered into an employment agreement with our president and director, Dr.

Pursuant to the agreement, we agreed to pay Dr.

Chaturvedi 25,000 shares of our common stock each month until a financing transaction is consummated.

8,333 shares of our common stock were issued on November 30, 2015 and 25,000 shares of our common stock were issued on each of the following dates:

December 31, 2015, January 29, 2016, February 29, 2016 and March 31, 2016.

On February 29, 2016, we issued 100,000 shares of our common stock to two (2) consultants for investor and public relations services.

We relied on Regulation D and/or Section 4(2) of the Securities Act of 1933.

Equity Compensation Plan Information

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Convertible Securities

As of May 15, 2015, we had outstanding options to purchase 80,000 shares of our common stock at $0.05 exercisable until May 25, 2015.

As of May 15, 2015, we had outstanding warrants to purchase 380,000 shares of our common stock at $0.05 per stock expiring on July 30, 2015.

Convertible Debentures

On December 17, 2010, our company issued a convertible debenture with a non-related party for $65,079 (US$65,000).

The debenture was unsecured, due interest at 8% per annum, and matured on September 17, 2011.

The note is convertible into common shares at a conversion price equal to 55% of the average closing market price of the lowest three trading prices of our company’s common stock during the preceding ten days prior to conversion.

We recorded the conversion feature of the convertible debenture as a derivative liability at an estimated fair value of $65,079 with a corresponding discount to the convertible debenture.

On June 23, 2011, we issued 14,546 shares of common stock to convert $11,674 (US$12,000).

On June 29, 2011, we issued 16,970 shares of common stock to convert $13,792 (US$14,000).

In January 2015, this convertible debenture, including accrued interest and accrued default penalty, was converted to 6,558,051 shares of common stock of our company (Note 7(d)).

As of January 31, 2015, the carrying value of the convertible debenture is $nil (2014 - $22,276 (US$20,000)), plus the accrued default penalty of $nil (2014 - $11,138 (US$10,000)).

As of January 31, 2015, the fair value of the conversion option derivative liability was $nil (2014 - $126,868).

On February 23, 2011, our company issued a convertible debenture with a non-related party for $37,944 (US$40,000).

The debenture was unsecured, due interest at 8% per annum, and matured on December 23, 2011.

We recorded the conversion feature of the convertible debenture as a derivative liability at an estimated fair value of $37,944 with a corresponding discount to the convertible debenture.

On July 11, 2011, we issued 23,030 shares of common stock to convert $18,270 (US$19,000).

In January 2015, this convertible debenture, including accrued interest and accrued default penalty, was converted to 3,221,849 shares of common stock of our company (Note 7(d)).

As of January 31, 2015, the carrying value of the convertible debenture is $nil (2014 - $44,552 (US$40,000)), plus the accrued default penalty of $nil (2014 – $22,276 (US$20,000)).

As of January 31, 2015, the fair value of the conversion option derivative liability was $nil (2014 - $73,133).

On July 4, 2011, our company issued a note payable with a non-related party for $85,000.

The note was unsecured, due interest at 24% per annum and matured on October 4, 2011.

On October 4, 2011, the note was extended to January 4, 2012 under the same terms of the original agreement.

On December 4, 2011, we agreed to modify the principal balance owing of $85,000 and accrued interest of $8,551 into a new $101,855 (US$100,000) note payable, which was unsecured, due interest at 24% per annum, and matured on December 3, 2012.

In addition, the note became convertible into common shares of our company at a conversion rate of US$0.01 per share.

As part of the conversion to extend the note, we issued 1,000,000 common shares with a fair value of $225,000 as a termination fee of the original note agreement.

As the modified debt terms include a beneficial conversion feature, we accounted for the modified debt terms in accordance with ASC 470, Debt – Debt with Conversions and Other Options.

The conversion feature resulted in a discount on the convertible note of US$100,000.

On January 31, 2015, this convertible debenture and accrued interest was converted to 17,384,110 shares of common stock of our company (Note 7(d)).

As of January 31, 2015, the carrying value of the convertible debenture is $nil (2014 - $111,380 (US$100,000)), plus accrued interest of $nil (2014 - $57,783 (US$51,879)).

On April 26, 2013, our company issued a convertible debenture with a non-related party for $15,254 (US$15,000).

The debenture was secured by 1,500,000 shares of common stock of our company, to be delivered to the lender if principal and interest are not repaid on maturity, due interest at 24% per annum, and matured on April 27, 2014.

The note, plus accrued interest, is convertible into common shares at a conversion price of US$0.01 per share at the discretion of the lender and at any time during the term of this debenture.

As the convertible debt terms include a beneficial conversion feature, we accounted for the debt terms in accordance with ASC 470, Debt – Debt with Conversions and Other Options.

The conversion feature resulted in a discount on the convertible note of US$15,000.

On January 31, 2015, this convertible debenture and accrued interest was converted to 2,105,589 shares of common stock of our company (Note 7(d)).

During the year ended January 31, 2015, we recorded accretion expense of $7,304 (2014 - $7,696).

As of January 31, 2015, the carrying value of the convertible debenture is $nil (2014 - $8,572 (US$7,696)), plus accrued interest of $nil (2014 - $2,974 (US$2,670)).

On June 27, 2014, our company issued a convertible debenture with a non-related party for $7,500.

The debenture is unsecured, due interest at 24% per annum and due on June 27, 2015.

The note, plus accrued interest, is convertible into common shares at a conversion price of US$0.01 per share at the discretion of the lender and at any time during the term of this debenture.

As the convertible debt terms include a beneficial conversion feature, we accounted for the debt terms in accordance with ASC 470, Debt – Debt with Conversions and Other Options.

The conversion feature resulted in a discount on the convertible note of $7,500.

On January 31, 2015, this convertible debenture and accrued interest was converted to 725,988 shares of common stock of our company (Note 7(d)).

During the year ended January 31, 2015, we recorded accretion expense of $2,275 (2014 - $nil).

As of January 31, 2015 and 2014, the carrying value and accrued interest of the convertible debenture is $nil.

On December 11, 2014, our company issued a convertible debenture with a non-related party for $2,000.

The debenture is unsecured, due interest at 24% per annum and due on December 11, 2015.

The note, plus accrued interest, is convertible into common shares at a conversion price of US$0.01 per share at the discretion of the lender and at any time during the term of this debenture.

As the convertible debt terms include a beneficial conversion feature, we accounted for the debt terms in accordance with ASC 470, Debt – Debt with Conversions and Other Options.

The conversion feature resulted in a discount on the convertible note of $1,200.

On January 31, 2015, this convertible debenture was converted to 174,666 shares of common stock of our company (Note 7(d)).

During the year ended January 31, 2015, we recorded accretion expense of $133 (2014 - $nil).

As of January 31, 2015 and 2014, the carrying value and accrued interest of the convertible debenture is $nil.

On March 20, 2015, we issued 299,202,532 pre-split (29,920,253 post-split) shares of our common stock to six subscribers at the price of US$0.001 per share in full conversion of 6 outstanding convertible promissory notes held by the subscribers with an aggregate value US$299,203.53 including principle and accrued interest.

We originally issued the convertible promissory notes for cash consideration on December 11, 2014, June 27, 2014, April 26, 2013, December 4, 2011, February 23, 2011, and December 16, 2010, respectively.

Doroudian remains as an affiliate of our company.

As of April 29, 2016, we had outstanding options to purchase 13,450,000 shares of our common stock at exercise prices ranging from $0.10 to $0.70 and exercisable until November 30, 2020 to February 22, 2021.

As of April 29, 2016, we had no warrants outstanding.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 5. Market for Registrant’s Common Equity