What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2018-05-01 compared with 2017-04-28 · 34 added, 6 removed, 35 unchanged (53% of the section changed)

16 unchanged sentences

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 April 28, 2017, there were approximately 52 holders of record of our common stock.

As of May 1, 2018, there were approximately 81 holders of record of our common stock.

As of such date, 88,055,160 common shares were issued and outstanding.

Our common shares are issued in registered form.

ClearTrust LLC, 16540 Pointe Village Drive, Suite 206, Lutz, Florida 33558, telephone number (813) 235-4490, is the registrar and transfer agent for our common shares.

National Issuer Services Ltd., 760 – 777 Hornby Street, Vancouver, BC Canada V6Z 1S4, telephone number (604)559-8880, is the registrar and transfer agent for our common shares.

Dividend Policy

5 unchanged sentences

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, 2018 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, 2018.

On June 21, 2016 and June 28, 2016, we issued 500,000 and 100,000 shares of our common stock, respectively, to two (2) consultants for strategic advisory, investor and public relations services.

On June 20, 2017, we issued 200,000 shares of our common stock to a third party for services rendered.

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

On September 29, 2016, we issued $379,718 of convertible debentures through private placement.

On September 28, 2017, we issued 2,500,000 shares of our common stock to acquire worldwide rights to BiPhasix™ transdermal drug delivery technology for the development and commercialization of Cannabinoids, Cannabidiol and Tetrahydrocannabinol products.

On September 29, 2017, we issued 4,623,825 shares of our common stock upon conversion of outstanding principal and accrued interest on convertible debentures.

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

Effective October 17, 2017, we closed a private placement for an aggregate of 2,230,000 shares of our common stock at price of $0.10 per share, for gross proceeds of $223,000.

Finder’s fee consisted of issuance of 200,000 common shares.

On October 30 and November 2, 2017, we issued the securities to six (6) 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 one (1) U.S.

person (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.

On October 26, 2017, we issued 100,000 shares of our common stock pursuant to a promissory note dated September 27, 2017.

On November 2, 2017, we issued 92,384 shares of our common stock for settlement of accounts payable.

On November 7, 2017, we issued 50,000 shares of our common stock to a third party for services rendered.

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

Effective December 15, 2017, we closed a private placement for an aggregate of 505,000 units, consisting of one common share and one half of one share purchase warrant, at price of $0.20 per unit for gross proceeds of US$101,000.

On November 21, 2017, we issued 380,000 common shares and 190,000 share purchase warrants to seven (7) 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.

On December 18, 2017, we issued 125,000 common shares and 62,500 share purchase warrants to four (4) 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.

Finder’s fee consisted of a cash payment of $5,050 and issuance of 25,250 units, consisting of one common share and one half of one share purchase warrant.

On December 18, 2017, we issued 25,250 common shares and 12,625 share purchase warrants, related to finder’s fee, to one (1) 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.

Effective February 28, 2018, we issued a private placement offering of senior secured convertible debentures ("Convertible Debentures") with a conversion price of $1.74 per common share for aggregate gross proceeds of CDN$5,000,000 (the "Offering").

The Convertible Debentures will bear interest at the rate of 10% per annum, payable quarterly, and will mature 12 months following the date of their issuance.

Beginning on the date that is four months and one day following the issuance of the Convertible Debentures, we may force the conversion of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on not less than 30 days’ notice should the daily volume weighted average trading price of the Common Shares be greater than $2.50 for any 20 consecutive trading days on the Canadian Stock Exchange, or such other exchange our common shares are principally traded.

We relied on Regulation S of the Securities Act of 1933.

On February 28, 2018, we completed the acquisition of ERS pursuant to which we issued 5,000,000 shares of our common stock.

On March 2, 2018, we completed the acquisition of Thrudermic, and worldwide rights to Thrudermic’s patented Transdermal Nanotechnology pursuant to which we issued 500,000 shares of our common stock.

On March 12, 2018, we issued 75,000 shares of common stock to a third party for services provided.

On March 31, 2018, we issued 44,087 shares of our common stock pursuant to employment agreements.

On April 4, 2018, we issued 62,500 shares of our common stock to a third party for services provided.

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

Equity Compensation Plan Information

1 unchanged sentence

Convertible Securities

As of April 28, 2017, we had 15,520,833 outstanding options to purchase shares of our common stock at exercise prices ranging from $0.05 to $0.70 and exercisable until January 23, 2022.

As of April 28, 2017, we had outstanding warrants to purchase 434,622 shares of our common stock at exercise price of $0.10 and exercisable until March 30, 2017.

As of May 1, 2018, we had 13,620,833 outstanding options to purchase shares of our common stock at exercise prices ranging from $0.05 to $1.31 and exercisable until March 11, 2023.

As of May 1, 2018, we had outstanding warrants to purchase 265,125 shares of our common stock at exercise price of $0.35 and exercisable until June 14, 2019.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

3 unchanged sentences

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 5. Market for Registrant’s Common Equity