BetterLife Pharma Inc. 10-K

Item 8. Financial Statements and Supplementary Data PIVOT PHARMACEUTICALS INC. Consolidated Financial Statements Years ended January 31, 2017 and 2016 (Expressed in U.S. dollars) F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Pivot Pharmaceuticals Inc. We have audited the accompanying consolidated balance sheets of Pivot Pharmaceuticals Inc. (the “Company”) as of January 31, 2017 and 2016 and the related consolidated statements of operations and comprehensive income (loss), stockholders’ deficit and cash flows for each of the years in the two-year period ended January 31, 2017. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pivot Pharmaceuticals Inc. as of January 31, 2017 and 2016, and the results of their operations and cash flows for each of the years in the two-year period ended January 31, 2017, in conformity with U.S. generally accepted accounting principles. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company had an accumulated deficit, negative working capital, and no revenue to date as of January 31, 2017 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Sadler, Gibb & Associates, LLC Salt Lake City, UT April 28, 2017 F-2 Table of Contents PIVOT PHARMACEUTICALS INC. Consolidated Balance Sheets (Expressed in U.S. dollars) January 31, 2017 $ January 31, 2016 $ Assets Current assets Cash 112,421 71,639 Prepaids and other current assets 17,337 31,576 Total current assets 129,758 103,215 Security deposit 2,900 2,900 Total assets 132,658 106,115 Liabilities and Stockholders’ Deficit Current liabilities Accounts payable and accrued liabilities 996,853 397,482 Due to related parties (Note 9) 22,574 37,622 Convertible debenture, net (Note 4) 275,011 – Derivative liabilities (Note 5) 312,541 – Total liabilities 1,606,979 435,104 Stockholders’ Deficit Common stock: Unlimited shares authorized, without par value, 75,647,114 and 74,722,100 shares issued and outstanding, respectively (Note 6) 7,327,588 7,054,499 Common stock issuable (Note 6) – 16,206 Additional paid-in capital 11,211,031 6,174,601 Accumulated other comprehensive income 584,813 745,251 Accumulated deficit (20,597,753 ) (14,319,546 ) Total stockholders’ deficit (1,474,321 ) (328,989 ) Total liabilities and stockholders’ deficit 132,658 106,115 Nature of operations and continuance of business (Note 1) Commitments (Note 11) (The accompanying notes are an integral part of these consolidated financial statements) F-3 Table of Contents PIVOT PHARMACEUTICALS INC. Consolidated Statements of Operations and Comprehensive Income (Loss) (Expressed in U.S. dollars) Year Ended January 31, 2017 $ Year Ended January 31, 2016 $ Revenue – – Expenses Depreciation and amortization – 322 Foreign exchange loss 194,566 13,911 General and administrative 1,597,990 7,698,740 Management fees 4,119,231 2,268,297 Professional fees 111,865 340,220 Total expenses 6,023,652 10,321,490 Loss from operations (6,023,652 ) (10,321,490 ) Other (expenses) income Amortization of discount on convertible debentures (69,784 ) – Interest expense (11,661 ) – (Loss) gain on change in fair value of derivative liabilities (173,110 ) 14,425 Total other income (expenses) (254,555 ) 14,425 Net loss (6,278,207 ) (10,307,065 ) Other comprehensive (loss) income Foreign currency translation adjustment (160,438 ) 520,391 Net comprehensive loss (6,438,645 ) (9,786,674 ) Net loss per share, basic and diluted (0.08 ) (0.13 ) Weighted average shares outstanding – basic and diluted 75,315,288 77,718,219 (The accompanying notes are an integral part of these consolidated financial statements) F-4 Table of Contents PIVOT PHARMACEUTICALS INC. Consolidated Statements of Stockholders’ Equity (Deficit) (Expressed in U.S. dollars) Common Stock Common StocK Additional Paid-In Foreign Currency Translation Shares # Amount $ Issuable $ Capital $ Adjustment $ Deficit $ Total $ Balance – January 31, 2015 65,863,766 3,470,818 – 262,278 224,860 (4,012,481 ) (54,525 ) Common stock issued for services 2,708,333 3,296,726 16,206 – – – 3,312,932 Common stock issued in asset acquisition (Note 2) 4,750,000 46,723 – – – – 46,723 Common stock issued for cash 1,400,000 240,232 – – – – 240,232 Stock-based compensation (Restated) – – – 5,912,323 – – 5,912,323 Net loss (Restated) – – – – 520,391 (10,307,065 ) (9,786,674 ) Balance – January 31, 2016 74,722,100 7,054,499 16,206 6,174,601 745,251 (14,319,546 ) (328,989 ) Common stock issued for services 925,000 273,089 (16,206 ) – – – 256,883 Warrants issued with convertible debenture – – – 20,113 – – 20,113 Stock-based compensation – – – 5,016,317 – – 5,016,317 Net loss – – – – (160,438 ) (6,278,207 ) (6,438,645 ) Balance – January 31, 2017 75,647,100 7,327,588 – 11,211,031 584,813 (20,597,753 ) (1,474,321 ) (The accompanying notes are an integral part of these consolidated financial statements) F-5 Table of Contents PIVOT PHARMACEUTICALS INC. Consolidated Statements of Cash Flows (Expressed in U.S. dollars) Year Ended January 31, 2017 $ Year Ended January 31, 2016 $ Operating activities Net loss (6,278,207 ) (10,307,065 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of discount on convertible debenture 69,784 – Common stock issued for services 256,867 3,340,821 Compensation expense recognized in asset acquisition – 349,158 Depreciation and amortization – 322 Fair value of stock options vested 4,820,100 6,387,837 Loss (gain) on change in fair value of derivative liabilities 173,110 (14,425 ) Changes in operating assets and liabilities: Prepaids and other current assets 8,018 (15,939 ) Accounts payable and accrued liabilities 572,545 95,349 Net cash used in operating activities (377,783 ) (163,942 ) Financing activities Proceeds from issuance of common stock – 240,232 Proceeds from issuance of convertible debenture 379,718 – Proceeds from related party advances 18,334 – Net cash provided by financing activities 398,052 240,232 Effects of exchange rate changes on cash 20,513 (5,490 ) Increase in cash 40,782 70,800 Cash – beginning of period 71,639 839 Cash – end of period 112,421 71,639 Supplemental disclosures: Interest paid – – Income tax paid – – Non-cash activities: Common stock issued in asset acquisition – 46,723 Debt discount on convertible debenture 174,364 – (The accompanying notes are an integral part of these consolidated financial statements) F-6 Table of Contents PIVOT PHARMACEUTICALS INC. Notes to the Consolidated Financial Statements Year ended January 31, 2016 (Expressed in U.S. dollars) 1. Nature of Operations and Continuance of Business Pivot Pharmaceuticals Inc. (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 new treatments for unmet medical needs in women’s cancers as well as exploring new uses for existing drugs and/or developing proprietary drug delivery technologies. 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 January 31, 2017, the Company has not earned any revenue, has a working capital deficit of $1,477,221 and an accumulated deficit of $20,597,753. 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 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. Asset Acquisition On November 20, 2015, the Company completed the acquisition of IndUS Pharmaceuticals, Inc. (“IndUS”) pursuant to an Agreement and Plan of Merger and Acquisition Agreement dated as of November 4, 2015. As consideration for the purchase, the Company issued 4,750,000 shares of common stock, of which 4,512,500 shares of common stock were issued on November 23, 2015 and 237,500 shares of common stock were issued on December 4, 2015 which shares were being held as a contingency pertaining to the liabilities of IndUS which were assumed by Pivot. The Company will also be granting 41,833 stock options pursuant to the Agreement and Plan of Merger. IndUS is a United States-India cross-border pharmaceutical company conducting research and development activities for advancing novel therapeutics in the areas of oncology, infectious diseases and diabetes whose assets consisted of a portfolio of patented and proprietary, novel anticancer drug candidates from multiple chemical classes of molecules referred to as pyrrolobenzodiazepine dimers. The Company evaluated this acquisition in accordance with ASC 805, Business Combinations (10-55-4) to discern whether the assets and operations of IndUS met the definition of a business. The Company concluded there were not a sufficient number of key processes obtained to develop the inputs into outputs, nor could such processes be easily obtained by the Company. Accordingly, the Company accounted for this transaction as the acquisition of assets and a key employee (compensation arrangement). The transaction was accounted for in accordance with asset acquisition guidance found in ASC 805 and share based payment guidance found in ASC 718, Compensation – Stock Compensation. The consideration transferred, assets acquired, liabilities assumed and compensation expense recognized is as follows: Consideration paid: $ Liabilities assumed 260,400 Stock options granted 35,637 Common stock issued 46,723 Total purchase price 342,760 F-7 Table of Contents PIVOT PHARMACEUTICALS INC. Notes to the Consolidated Financial Statements Year ended January 31, 2016 (Expressed in U.S. dollars) 2. Asset Acquisition (continued) Consideration received: $ Cash 14,606 Other current assets 4,684 Compensation expense 323,470 Net value of assets purchased 342,760 3. Significant Accounting Policies (a) Basis of Presentation 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. dollars. The Company’s fiscal year-end is January 31. (b) Use of Estimates The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, assumptions used to determine the fair values of stock-based compensation and derivative liabilities and deferred income tax asset valuation allowances. 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. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (c) Basis of Consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The consolidating entities include: % of ownership Jurisdiction Pivot Pharmaceuticals Inc. Parent Canada IndUS Pharmaceuticals, Inc. 100% USA (d) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at January 31, 2017 and 2016, the Company had no cash equivalents. F-8 Table of Contents PIVOT PHARMACEUTICALS INC. Notes to the Consolidated Financial Statements Year ended January 31, 2016 (Expressed in U.S. dollars) 3. Significant Accounting Policies (continued) (e) Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock-Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. (f) Derivative Financial Instruments Derivative financial instruments that are not classified as equity and are not used in hedging relationships are measured at fair value. Subsequent changes to fair value are recorded in the statement of operations and comprehensive income. (g) Loss Per Share 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. 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. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at January 31, 2017, the Company has 6,840,834 (2016 – 1,700,750) potentially dilutive shares. (h) Comprehensive Income (Loss) ASC 220, Comprehensive Income , establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at January 31, 2017 and 2016, the Company’s comprehensive income included foreign currency translation adjustments. (i) Research and Development Costs Research costs are expensed in the period that they are incurred. There were no research costs incurred during the years ended January 31, 2017 and 2016. (j) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of January 31, 2017 and 2016, the Company did not have any amounts recorded pertaining to uncertain tax positions. The Company files federal and provincial income tax returns in Canada and federal and state income tax returns in the United States. The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended January 31, 2017 and 2016, there were no charges for interest or penalties. F-9 Table of Contents PIVOT PHARMACEUTICALS INC. Notes to the Consolidated Financial Statements Year ended January 31, 2016 (Expressed in U.S. dollars) 3. Significant Accounting Policies (continued) (k) Financial Instruments and Fair Value Measures ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable, and accrued liabilities, due to related parties and convertible debenture. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets, and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (l) Foreign Currency Translation The functional currency of the parent entity, Pivot Pharmaceuticals Inc., is the Canadian dollar and the functional currency of its subsidiary is the US dollar. The Company’s presentation currency is the US dollar. Monetary assets and liabilities are translated using the exchange rate prevailing at the consolidated balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Results of operations are translated into the Company’s presentation currency, US dollars, at an appropriate average rate of exchange during the year. Net assets and liabilities are translated to US dollars for presentation purposes at rates of exchange in effect at the end of the period. Gains or losses arising on translation are recognized in other comprehensive income (loss) as foreign currency translation adjustments. F-10 Table of Contents PIVOT PHARMACEUTICALS INC. Notes to the Consolidated Financial Statements Year ended January 31, 2016 (Expressed in U.S. dollars) 3. Significant Accounting Policies (continued) (m) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. 4. Convertible Debenture On September 30, 2016, the Company issued a convertible debenture with a non-related party for $500,000 Canadian Dollars ($380,411 US Dollars at September 30, 2016) (“Initial Advance”). The debenture is secured under a General Security Agreement, bears interest at 8% per annum and matures on the earlier of: · The date the lender demands repayment of principal and interest following an event of default, · The date of a dissolution event, · The date of a liquidity event, and · March 30, 2017. The Company may request one or more additional advances of up to an aggregate amount of $1,000,000 Canadian Dollars (“Additional Advances”) provided that the aggregate amount under the convertible debenture does not exceed $1,500,000 Canadian Dollars. The note, including the Initial Advance and any Additional Advances, is convertible into common shares at a conversion price equal to the average closing market price of the Company’s common stock during the five day period leading up to the conversion date. The Company recorded the conversion feature of the convertible debenture as a derivative liability at an estimated fair value of $134,892 with a corresponding discount to the convertible debenture (Note 5). Pursuant to the convertible loan agreement, the Company issued 434,622 share purchase warrants to which the lender may acquire an interest in the Company equal to 12% of the maximum principal amount outstanding at any time at a price of $0.10, which equates to the ten day average trading price of the Company’s common stock determined as at September 30, 2016. The Company calculated the 434,622 share purchase warrants based on the maximum outstanding principal balance on the convertible loan as of September 30, 2016. The Company recorded the share purchase warrant at an estimated fair value of $20,154 with a corresponding discount to the convertible debenture (Note 8). As of January 31, 2017, the carrying value of the convertible debenture is $275,010 (January 31, 2016 - $nil), which is net of debt discounts related to conversion feature, financing costs and warrants of $94,709, $6,126 and $6,477 respectively (January 31, 2016 - $nil, $nil and $nil, respectively). As of January 31, 2017, interest accrued on the convertible debenture is $10,307 (January 31, 2016 - $nil) and the fair value of the conversion option derivative liability is $312,541 (January 31, 2016 - $nil). F-11 Table of Contents PIVOT PHARMACEUTICALS INC. Notes to the Consolidated Financial Statements Year ended January 31, 2016 (Expressed in U.S. dollars) 5. Derivative Liability Derivative liability consists of convertible debenture with variable conversion price (Note 4). The fair value of derivative liability as at January 31, 2017 and 2016 is as follows: January 31, 2017 $ January 31, 2016 $ September 2016 convertible debenture 312,541 – 312,541 – The fair value of derivative financial liability was determined using the binomial option pricing model, using the following assumptions: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) As at issuance date: September 2016 convertible debenture 296 % 0.45 % 0 % 0.50 As at January 31, 2017: September 2016 convertible debenture 363 % 0.52 % 0 % 0.16 6. Common Stock During the year ended January 31, 2017: (a) On February 10, 2016, the Company issued 100,000 shares of common stock to service providers for services provided valued at $68,000. 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, March 31, 2016, May 2, 2016, May 31, 2016, June 28, 2016, August 2, 2016 and August 30, 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, $4,875, $3,757 and $3,250, respectively. The value of the common stock was based on the market price of the stock on the date of issuance. (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 and January 31, 2017, 25,000 shares of common stock, valued at $3,750 and $2,708, respectively, 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. During the year ended January 31, 2016: (a) On March 6, 2015, 10,000,000 shares of common stock were issued to directors, an officer and a consultant (the “shareholders”) and valued at $894,656 using the market price of the stock on the date of issuance. An additional 30,000,000 shares of common stock were held in escrow and to be released as follows: 10,000,000 shares of common stock on each of August 25, 2015, February 25, 2016 and February 25, 2017. On August 25, 2015, 10,000,000 shares of common stock were released to the shareholders. In October 2015, the shareholders returned 20,000,000 shares of common stock issued and received to the Company for cancellation. On the same date, the remaining 20,000,000 shares of common stock held in escrow were returned to the Company for cancellation. F-12 Table of Contents PIVOT PHARMACEUTICALS INC. Notes to the Consolidated Financial Statements Year ended January 31, 2016 (Expressed in U.S. dollars) 6. Common Stock (continued) (b) On April 15, 2015, the Company issued 2,500,000 shares of common stock to a service provider and an officer for services provided valued at $239,195. The value of the common stock was based on the market price of the stock on the date of issuance. (c) In July 2015, 1,000,000 shares of common stock were issued for cash proceeds of $200,084 or $0.20 per share. In April 2015, 400,000 shares of common stock were issued for cash proceeds of $40,148 or $0.10 per share. (d) On August 1, 2015, 25,000 shares of common stock were issued to a member of the Company’s Scientific Advisory Board (“SAB member”) and valued at $9,125 using the market price of the stock on the date of issuance. An additional 75,000 shares of common stock are held in escrow and will be released as follows: 25,000 shares of common stock on each of January 31, 2016, July 31, 2016 and January 31, 2017. On January 31, 2016, 25,000 shares of common stock were released to the SAB member. For the year ended January 31, 2016, an additional $16,206 was recognized for services provided, which was valued using the market price of the stock on January 31, 2016. (e) On August 24, 2015, 100,000 shares of common stock were issued to a service provider and valued at $53,500 using the market price of the stock on the date of issuance. (f) On November 23, 2015, 4,512,500 shares of common stock were issued pursuant to the asset acquisition (Note 2). On December 4, 2015, a further 237,500 shares of common stock were issued pursuant to this acquisition. The shares issued were valued at $46,723, which is the net value of assets purchased. (g) On November 30, 2015, 8,333 shares of common stock were issued to the Company’s Chief Executive Officer (“CEO”) pursuant to an employment agreement and valued at $8,750 using the market price of the stock on the date of issuance. On December 31, 2015 and January 29, 2016, 25,000 shares of common stock were issued to the Company’s CEO pursuant to the same employment agreement and valued, using market prices of the stock on these dates, at $25,000 and $22,500, respectively 7. Share Purchase Warrants The following table summarizes the continuity of share purchase warrants: Number of Warrants Weighted Average Exercise Price $ Balance, January 31, 2016 – – Granted 434,622 0.10 Balance, January 31, 2017 434,622 0.10 As at January 31, 2017, the following share purchase warrant was outstanding: Number of Warrants Exercise Price $ Expiry Date 434,622 0.10 March 30, 2017 Pursuant to the convertible debenture (Note 4), the Company will be required to issue additional share purchase warrants on any Additional Advances to which the lender may acquire an interest in the Company equal to 12% of the maximum principal amount outstanding. F-13 Table of Contents PIVOT PHARMACEUTICALS INC. Notes to the Consolidated Financial Statements Year ended January 31, 2016 (Expressed in U.S. dollars) 8. Stock Options Effective December 30, 2015, the Company adopted a stock option plan. Under this plan, the Company may grant options to its directors, officers, employees and consultants up to an amount as determined by the Company and will be no more than a percentage of its outstanding common stock as may be required by the stock exchange the Company is listed with. 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: Number of Options Weighted Average Exercise Price (US$) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (US$) Outstanding, January 31, 2015 80,000 0.05 – – Granted 6,200,000 0.10 3.9 32,000 Expired (80,000 ) (0.05 ) – – Outstanding, January 31, 2016 6,200,000 0.10 3.9 32,000 Granted 11,320,833 0.48 4.4 36,599 Forfeited (2,000,000 ) (0.10 ) – – Outstanding, January 31, 2017 15,520,833 0.38 4.2 68,599 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 (in years) 200,000 options expiring on November 30, 2020 415 % 1.48 % 0 % 3.8 7,250,000 options expiring on February 22, 2021 388 % 1.48 % 0 % 4.3 29,000 options expiring on May 2, 2021 394 % 1.48 % 0 % 4.3 4,000,000 options expiring on December 14, 2021 426 % 2.10 % 0 % 5.0 41,833 options expiring on January 23, 2021 428 % 1.94 % 0 % 5.0 Additional information regarding stock options as of January 31, 2017, is as follows: Options Outstanding Options Exercisable Exercise Price $ Expiry Date 200,000 150,000 0.25 November 30, 2020 4,000,000 4,000,000 0.10 December 14, 2020 7,250,000 7,250,000 0.70 February 22, 2021 29,000 27,000 0.34 May 2, 2021 4,000,000 4,000,000 0.10 December 14, 2021 41,833 41,833 0.05 January 23, 2022 15,520,833 15,468,833 $1,267 of stock-based compensation have yet to be recognized and will be recognized in future periods. F-14 Table of Contents PIVOT PHARMACEUTICALS INC. Notes to the Consolidated Financial Statements Year ended January 31, 2016 (Expressed in U.S. dollars) 9. Related Party Transactions (a) As at January 31, 2017, the Company owed $4,154 (2016 - $800) to a director of the Company, which is unsecured, non-interest bearing, and due on demand. (b) As at January 31, 2017, the Company owed $18,421 (2016 – receivable of $866) to the Company’s Chief Executive Officer, which is unsecured, non-interest bearing, and due on demand. (c) As at January 31, 2017, the Company owed $nil (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). 10. Income Taxes The Company has approximately $9 million of non-capital losses carried forward to offset taxable income in future years which expire beginning in fiscal 2029. The income tax benefit differs from the amount computed by applying the Canadian federal and provincial statutory rates to net loss before income taxes for the years ended January 31, 2017 and 2016, respectively, as a result of the following: 2017 $ 2016 $ Net loss before taxes 6,329,029 10,307,065 Statutory rate 26.0 % 26.0 % Expected tax recovery 1,645,548 2,679,837 Lower effective tax rate on losses in U.S. jurisdiction (2,538 ) (22 ) Permanent differences and other (1,380,771 ) (1,657,428 ) Expenses deductible for tax purposes 35 44 Current period losses not recognized (262,274 ) (1,022,431 ) Income tax provision – – The significant components of deferred income tax assets and liabilities as at January 31, 2017 and 2016, after applying enacted corporate income tax rates, are as follows: 2017 $ 2016 $ Non-capital losses carried forward 2,351,702 1,664,848 Valuation allowance (2,351,702 ) (1,664,848 ) Net deferred tax asset – – F-15 Table of Contents PIVOT PHARMACEUTICALS INC. Notes to the Consolidated Financial Statements Year ended January 31, 2016 (Expressed in U.S. dollars) 10. Income Taxes (continued) The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss: Expiry Date Non-Capital Loss $ 2029 332,251 2030 214,788 2031 644,545 2032 976,799 2033 107,983 2034 1,088,605 2035 1,114,230 2036 3,546,763 2037 1,018,509 9,044,473 11. Commitments The Company’s minimum future lease commitments are: $ 2018 23,900 2019 23,900 2020 12,000 F-16 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.