What changed in this filing

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Item 1. Financial Statements

2016-09-12 compared with 2016-06-14 · 48 added, 52 removed, 136 unchanged (42% of the section changed)

Financial Statements

Our unaudited interim consolidated financial statements for the three months ended April 30, 2016 form part of this quarterly report.

Our unaudited interim consolidated financial statements for the period ended July 31, 2016 form part of this quarterly report.

All currency references in this report are to U.S.

1 unchanged sentence

This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data.

The results of operations for the three month period ended April 30, 2016 are not necessarily indicative of results to be expected for any subsequent period.

The results of operations for the three and six month periods ended July 31, 2016 are not necessarily indicative of results to be expected for any subsequent period.

PIVOT PHARMACEUTICALS INC.

1 unchanged sentence

(Expressed in U.S.

Period ended April 30, 2016 (unaudited) and January 31, 2016

Period ended July 31, 2016 (unaudited) and January 31, 2016

PIVOT PHARMACEUTICALS INC.

5 unchanged sentences

Security deposit

Liabilities and Stockholders' Deficit

Liabilities and Stockholders’

Current liabilities

2 unchanged sentences

Total liabilities

Stockholders' Deficit

Stockholders’

Common stock:

6 unchanged sentences

(14,319,546 )

Total stockholders' deficit

Total liabilities and stockholders' deficit

Nature of operations and continuance of business (Note 1)

Subsequent events (Note 7)

Total stockholders’

Total liabilities and stockholders’

(The accompanying notes are an integral part of these consolidated financial statements)

3 unchanged sentences

Depreciation and amortization

Foreign exchange (gain) loss

Foreign exchange loss

General and administrative

1 unchanged sentence

Professional fees

Stock-based compensation

Total expenses

1 unchanged sentence

Other (expenses) income

Loss on change in fair value of derivative liabilities

Total other expenses

Gain on change in fair value of derivative liabilities

Total other income

Other comprehensive income

1 unchanged sentence

Net comprehensive loss

Net loss per share, basic

Net loss per share, diluted

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

Net loss per share, basic and diluted

Weighted average shares outstanding – basic and diluted

(The accompanying notes are an integral part of these consolidated financial statements)

14 unchanged sentences

Proceeds from stock to be issued

Proceeds from related party advances

Net cash provided by financing activities

9 unchanged sentences

Notes to the Consolidated Financial Statements

Period ended April 30, 2016 (unaudited)

Period ended July 31, 2016 (unaudited)

(Expressed in U.S.

1 unchanged sentence

Pivot Pharmaceuticals Inc.

(the "Company") was incorporated in British Columbia under the Business Corporations Act on June 10, 2002.

(the “Company”) was incorporated in British Columbia under the Business Corporations Act on June 10, 2002.

On April 7, 2015, the Company changed its name from Neurokine Pharmaceuticals Inc.

to Pivot Pharmaceuticals Inc.

The Company is in the business of developing and commercializing therapeutic pharmaceutical products, focused on the strategy of identifying new therapeutic treatments to address unmet medical needs in women's health.

These consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.

As at April 30, 2016, the Company has not earned any revenue, has a working capital deficit of $511,781 and an accumulated deficit of $17,651,358.

As of July 31, 2016, the Company has not earned any revenue, has a working capital deficit of $707,340 and an accumulated deficit of $18,830,758.

The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing.

These factors raise substantial doubt about the Company's ability to continue as a going concern.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

2 unchanged sentences

The consolidated financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in U.S.

The Company's fiscal year-end is January 31.

The Company’s fiscal year-end is January 31.

(b) Use of Estimates

2 unchanged sentences

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

The actual results experienced by the Company may differ materially and adversely from the Company's estimates.

The actual results experienced by the Company may differ materially and adversely from the Company’s estimates.

To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

These interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's consolidated financial position, results of operations and cash flows for the periods shown.

These interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows for the periods shown.

The consolidated results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

1 unchanged sentence

Notes to the Consolidated Financial Statements

Period ended April 30, 2016 (unaudited)

Period ended July 31, 2016 (unaudited)

(Expressed in U.S.

9 unchanged sentences

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share.

ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the consolidated statement of operations.

ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations.

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.

2 unchanged sentences

Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

At April 30, 2016, the Company has 5,689,250 (January 31, 2016 – 1,700,750) potentially dilutive shares.

At July 31, 2016 and 2015, the Company had 3,970,000 and zero potentially dilutive shares, respectively.

(f) Recent Accounting Pronouncements

2 unchanged sentences

Accumulated amortization

Net carrying value

Office furniture and equipment

Depreciation expense included as a charge to income was $nil and $91 for the three months ended April 30, 2016 and 2015, respectively.

Depreciation expense included as a charge to income was $nil and $183 for the six months ended July 31, 2016 and 2015, respectively.

PIVOT PHARMACEUTICALS INC.

Notes to the Consolidated Financial Statements

Period ended April 30, 2016 (unaudited)

Period ended July 31, 2016 (unaudited)

(Expressed in U.S.

1 unchanged sentence

The value of the common stock was based on the market price of the stock on the date of issuance.

(b) On February 29, 2016 and March 31, 2016, the Company issued 25,000 and 25,000 shares of common stock, respectively, to the Company's CEO as compensation valued at $15,000 and $13,750, respectively.

(b) On February 29, 2016, March 31, 2016, May 2, 2016, May 31, 2016 and June 28, 2016, the Company issued 25,000 shares of common stock on each of these dates to the Company’s CEO as monthly compensation valued at $15,000, $13,750, $7,500, $6,000, and $4,875, respectively.

The value of the common stock was based on the market price of the stock on the date of issuance.

On April 30, 2016, 25,000 shares of common stock were issuable to the Company's CEO as compensation and valued at $7,500.

(c) On April 30, 2016, common stock with a fair value of $18,664 was issuable to a member of the Company's Scientific Advisory Board.

On July 31, 2016, 25,000 shares of common stock were issuable to the Company’s CEO as compensation and valued at $3,750.

(c) In June 2016, 600,000 shares of common stock were issued to service providers and valued at $144,500 based on the market price of the stock on the dates of issuances.

(d) On July 31, 2016, 25,000 shares of common stock, valued at $3,750, previously held in escrow were released to a member of the Company’s Scientific Advisory Board (“SAB member”).

The value of the common stock was based on the market price of the stock on the date of issuance.

On July 31, 2016, common stock with a fair value of $628 remains issuable to this SAB member.

Stock Options

2 unchanged sentences

The exercise price of the stock options will be determined by the Company and will be no less than any minimum exercise price as may be required by the stock exchange the Company is listed with.

The following table summarizes the continuity of the Company's stock options:

The following table summarizes the continuity of the Company’s stock options:

Exercise Price

2 unchanged sentences

Outstanding, January 31, 2016

Outstanding, April 30, 2016

Outstanding, July 31, 2016

PIVOT PHARMACEUTICALS INC.

Notes to the Consolidated Financial Statements

Period ended July 31, 2016 (unaudited)

(Expressed in U.S.

Stock Options (continued)

The fair value of stock-based compensation expense was estimated using the Black-Scholes option pricing model and the following assumptions:

Expected Volatility

Risk-free Interest Rate

Expected Dividend Yield

Expected Life

Expected Life (in years)

200,000 options expiring on November 30, 2020

6,000,000 options expiring on December 14, 2020

7,250,000 options expiring on February 22, 2021

PIVOT PHARMACEUTICALS INC.

Notes to the Consolidated Financial Statements

Period ended April 30, 2016 (unaudited)

(Expressed in U.S.

Stock Options (continued)

Additional information regarding stock options as of April 30, 2016, is as follows:

29,000 options expiring on May 2, 2021

Additional information regarding stock options as of July 31, 2016, is as follows:

Options Outstanding

5 unchanged sentences

Related Party Transactions

As at April 30, 2016, the Company owed $890 (January 31, 2016 - $800) to a director of the Company, which is unsecured, non-interest bearing, and due on demand.

As at April 30, 2016, the Company owed $20,236 (January 31, 2016 – Receivable of $866) to the Company's Chief Executive Officer.

As at April 30, 2016, the Company owed $12,542 (January 31, 2016 - $37,622) to related parties related to stock options to be granted pursuant to the Agreement and Plan of Merger and Acquisition Agreement dated as of November 4, 2015 between the Company and IndUS (Note 2).

As at July 31, 2016, the Company owed $857 (January 31, 2016 - $800) to a director of the Company, which is unsecured, non-interest bearing, and due on demand.

As at July 31, 2016, the Company owed $33,297 (January 31, 2016 – Receivable of $866) to the Company’s Chief Executive Officer.

As at July 31, 2016, the Company owed $6,274 (January 31, 2016 - $37,622) to related parties related to stock options to be granted pursuant to the Agreement and Plan of Merger and Acquisition Agreement dated as of November 4, 2015 between the Company and IndUS (Note 2).

On April 15, 2015, the Company issued 2,000,000 shares of common stock to an officer for services provided.

1 unchanged sentence

Subsequent Events

On May 2, 2016, the Company issued 25,000 shares of common stock to its CEO as compensation, which shares were issuable as at April 30, 2016 (Note 4(b)).

On May 31, 2016, the Company issued 25,000 shares of common stock to its CEO as compensation.

On May 3, 2016, the Company granted 29,000 options to purchase the Company's common stock to a consultant at an exercise price of $0.34 per share with a maturity date of May 2, 2021.

The stock option vests as follows:

26,000 immediately, 1,000 on November 2, 2016, 1,000 on May 2, 2017 and 1,000 on November 2, 2017.

On August 2, 2016, the Company issued 25,000 shares of common stock to its CEO as compensation, which shares were issuable as at July 31, 2016 (Note 4(b)).

On August 30, 2016, the Company issued 25,000 shares of common stock to its CEO as compensation.

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-Q

Item 1. Financial Statements