What changed in this filing

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Item 9A. Controls and Procedures

2017-04-28 compared with 2016-04-29 · 60 added, 40 removed, 424 unchanged (19% of the section changed)

10 unchanged sentences

We did not maintain appropriate financial reporting controls – As of January 31, 2017, our company has not maintained sufficient internal controls over financial reporting for the financial reporting process.

As at January 31, 2016, our company did not have sufficient financial reporting controls with respect to the ability to process complex accounting issues such as its asset acquisition.

As at January 31, 2017, our company did not have sufficient financial reporting controls with respect to the ability to process complex accounting issues such as its convertible debenture.

Subsequent to January 31, 2017, our company has obtained the necessary assistance to ensure that the performance of complex accounting issues can be performed accurately and on a timely basis.

30 unchanged sentences

Doroudian remained as Chairman of the board.

On February 1, 2016, Dr.

Doroudian became our Chief Business Officer.

On November 18, 2016, we accepted the resignation of Dr.

Ahmad Doroudian as a member of our Audit Committee.

Concurrently, we appointed Dr.

Wolfgang Renz to the Audit Committee.

Directors, Executive Officers and Corporate Governance

2 unchanged sentences

Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Position Held with the Company

Position Held

with the Company

Date First Elected or Appointed

Ahmad Doroudian

Chairman, Secretary and Director

Chairman, Secretary, Chief Business Officer and Director

September 17, 2007

10 unchanged sentences

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Ahmad Doroudian – Chairman, Secretary and Director

Ahmad Doroudian – Chairman, Secretary, Chief Business Officer and Director

Ahmad Doroudian was as our appointed president, Chief Executive Officer and Director on September 17, 2007 and as Chief Executive Officer and secretary on March 30, 2011.

2 unchanged sentences

Currently, Dr.

Ahmad Doroudian acts as our company's Chairman, Secretary and Director.

Ahmad Doroudian acts as our company’s Chairman, Secretary, Chief Business Officer and Director.

Prior to joining us, Dr.

7 unchanged sentences

Doroudian was owner and chief executive officer of ABF Pharmacy, a group of successful retail pharmacies.

Doroudian is also the chief executive officer of Merus Labs International Inc., a specialty pharmaceutical company engaged in the acquisition and licensing of pharmaceutical products.

Doroudian was also the chief executive officer of Merus Labs International Inc., a specialty pharmaceutical company engaged in the acquisition and licensing of pharmaceutical products.

Chaturvedi – President, Chief Executive Officer and Director

Pravin Chaturvedi was the founder of Boston-based IndUS Pharmaceuticals, Inc., which was acquired by our company in November 2015 and a co-founder and serves as interim chief executive officer of Florida-based Oceanyx Pharmaceuticals.

He also serves as the chief scientific officer of San Francisco-based Napo Pharmaceuticals.

He also serves as the Chair of the Scientific Advisory Board (SAB) of San Francisco-based Napo Pharmaceuticals.

Previously, he has served as the president and chief executive officer of Boston-based Scion Pharmaceuticals.

Chaturvedi serves on the boards of Oceanyx, FuelEd Schools, Cellanyx, PRADAN USA and Sindu Research Laboratories.

He has previously served on the Boards of Scion Pharmaceuticals and TiE Boston.

He also serves as an advisory board member to our company, TFC Biosciences and Springboard Enterprises and is the Chair of the Research Advisory Council for the Health Sciences Center of West Virginia University.

Chaturvedi serves on the boards of our company, Oceanyx, FuelEd Schools, Cellanyx, UBERDOC and Sindu Research Laboratories.

He has previously served on the Boards of Scion Pharmaceuticals, Bach Pharma, PRADAN USA and TiE Boston.

He also serves as an advisory board member to our company, North Shore Innoventures (NSIV)and Springboard Enterprises and previously served as the Chair of the Research Advisory Council for the Health Sciences Center of West Virginia University.

He is an adjunct faculty member at Georgetown Medical School.

40 unchanged sentences

Chaturvedi is a co-founder and serves as an interim chief executive officer of Oceanyx Pharmaceuticals, a company that is developing novel drugs indicated for the treatment of cancer, bone and neurodegenerative disorders.

Chaturvedi currently also serves on the board of directors of various for-profit entities, including Oceanyx Pharmaceuticals, Cellanyx, Bach Pharma, and two non-profit organizations, PRADAN USA and FuelEd Schools.

He also serves on the board of the Indian affiliate of IndUS Pharmaceuticals (Sindu Research Laboratories) and remains a consultant to Napo Pharmaceuticals and Jaguar Animal Health, which are focused on gastrointestinal products.

He also serves on the advisory board of another non-profit entity (Springboard Enterprises) and serves as an Adjunct Professor of Medicine at Georgetown Medical School.

Chaturvedi currently also serves on the board of directors of various for-profit entities, including Oceanyx Pharmaceuticals, Cellanyx, UBDERDOC, and a non-profit organization, FuelEd Schools.

He also serves on the board of the Indian affiliate of IndUS Pharmaceuticals (Sindu Research Laboratories) and remains the Chair of the SAB for Napo Pharmaceuticals and Jaguar Animal Health, which are focused on gastrointestinal products.

He also serves on the advisory boards of non-profit entities (NSIV and Springboard Enterprises) and serves as an Adjunct Professor of Medicine at Georgetown Medical School.

Doroudian is a co-founder and chief executive officer of Altum Pharmaceuticals Inc., a company engaged in the manufacture and sale of natural health products and the research, development and commercialization of novel pharmaceutical products.

Renz is president of international business at Physicians Interactive and also serves as adjunct professor of surgery at McGill University’s Faculty of Medicine in Montreal, Canada.

While we do not anticipate that these activities will compete with our business, Dr.

Chaturvedi and Dr.

Chaturvedi, Dr.

Doroudian and Dr.

Renz may have pre-existing fiduciary duties with one or more organizations and may not agree to present business opportunities or research data to us unless other entities have first declined to accept them or consented to their release.

56 unchanged sentences

Our audit committee consists of Dr.

Ahmad Doroudian and Dr.

Wolfgang Renz and Dr.

Patrick Frankham.

8 unchanged sentences

The particulars of the compensation paid to the following persons:

(a) our principal executive officer;

(b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2016 and 2015;

(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended January 31, 2016 and 2015, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

our principal executive officer;

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2017 and 2016;

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended January 31, 2017 and 2016, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

1 unchanged sentence

Compensa-tion

Nonqualified Deferred

Compensa-tion

Compens-ation ($)

Pravin Chaturvedi (1)

3 unchanged sentences

Ahmad Doroudian (3)

Chairman, Secretary and Director

Chairman, Secretary, Chief Business Officer and Director

Barbara-Jean Ann Bormann Kennedy (BJ Bormann) (4)

6 unchanged sentences

Currently Dr.

Ahmad Doroudian acts as our company's Chairman, Secretary and Director.

Ahmad Doroudian acts as our company’s Chairman, Secretary, Chief Business Officer and Director.

Bormann was appointed as our President, Chief Executive Officer and Director on February 5, 2015.

6 unchanged sentences

Stock Options/SAR Grants

During our fiscal year ended January 31, 2016, 4,000,000 stock options with exercise price of $0.10 and maturity on December 14, 2020 were granted to two of our directors.

Subsequent to year end, we granted 7,250,000 stock options with exercise price of $0.70 and maturity on February 22, 2021 to officers, directors and consultants.

During our fiscal year ended January 31, 2017:

5,000,000 stock options with exercise price of $0.70 and maturity on February 22, 2021 to officers and directors.

4,000,000 stock options with exercise price of $0.10 and maturity on December 14, 2021 were granted to two of our directors.

Outstanding Equity Awards at Fiscal Year End

6 unchanged sentences

Shares, Units

Pravin Chaturvedi

President and Chief Executive Officer

February 22, 2021

Chief FinancialOfficer

February 22, 2021

Ahmad Doroudian

Chief Business Officer

February 22, 2021

Option Exercises

49 unchanged sentences

Common Shares

ClearTrust LLC, nominee for IndUS Pharmaceuticals Inc.

Common Shares

Sierra Capital Limited

17 unchanged sentences

Currently Dr.

Ahmad Doroudian acts as our company's Chairman, Secretary and Director.

Ahmad Doroudian acts as our company’s Chairman, Secretary, Chief Business Officer and Director.

Includes 20,259,501 shares owned by Dr.

2 unchanged sentences

Ahmad Doroudian and Ms.

Zerouali have shared voting and investment power and 1,000,000 options to purchase shares at $0.70 for a period of five years from February 23, 2016.

Zerouali have shared voting and investment power, 4,764,950 shares owned by Sassel Investments Inc., a company over which Dr.

Ahmad Doroudian has voting and investment power and 2,000,000 options to purchase shares at $0.70 for a period of five years from February 23, 2016.

Chaturvedi was appointed as our President, Chief Executive Officer and Director on November 20, 2015.

Includes 4,442,428 shares owned by Dr.

Chaturvedi and 1,000,000 options to purchase shares at $0.70 for a period of five years from February 23, 2016.

Chaturvedi, 246,838 shares owned by Divya Chaudhary, the spouse of Dr.

Pravin Chaturvedi and 2,000,000 options to purchase shares at $0.70 for a period of five years from February 23, 2016.

Ong was appointed as our Chief Financial Officer on December 26, 2010.

3 unchanged sentences

Includes 100,000 shares owned by Inflexion Point Healthcare, a company over which Dr.

Frankham has shared voting and investment power with his spouse and 2,000,000 options to purchase shares at $0.10 for a period of five years from December 15, 2015.

Frankham has shared voting and investment power with his spouse, 2,000,000 options to purchase shares at $0.10 for a period of five years from December 15, 2015 and 2,000,000 options to purchase shares at $0.10 for a period of five years from December 15, 2016.

Renz was appointed as a Director of our company on February 5, 2015.

(11) Includes 2,000,000 options to purchase shares at $0.10 for a period of five years from December 15, 2015.

Includes 2,000,000 options to purchase shares at $0.10 for a period of five years from December 15, 2015 and 2,000,000 options to purchase shares at $0.10 for a period of five years from December 15, 2016.

Changes in Control

1 unchanged sentence

There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth, as of April 28, 2017, securities authorized for issuance under our equity compensation plan.

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (Column C)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Certain Relationships and Related Transactions, and Director Independence

9 unchanged sentences

Our audit committee consists of Dr.

Ahmad Doroudian and Dr.

Wolfgang Renz and Dr.

Patrick Frankham.

2 unchanged sentences

The aggregate fees billed for the most recently completed fiscal year ended January 31, 2017 and for the fiscal year ended January 31, 2017 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

January 31, 2016

January 31, 2015

Audit Related Fees

3 unchanged sentences

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

Financial Statements

1 unchanged sentence

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Exhibit Number

Articles of Incorporation and Bylaws

73 unchanged sentences

April 28, 2017

/s/ Pravin Chaturvedi

Pravin Chaturvedi

2 unchanged sentences

April 28, 2017

/s/ Moira Ong

Chief Financial Officer

3 unchanged sentences

April 28, 2017

By /s/ Pravin Chaturvedi

Pravin Chaturvedi

2 unchanged sentences

April 28, 2017

/s/ Ahmad Doroudian

Ahmad Doroudian

1 unchanged sentence

April 28, 2017

/s/ Patrick Frankham

Patrick Frankham

April 28, 2017

/s/ Wolfgang Renz

Wolfgang Renz

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

Item 9A. Controls and Procedures