What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2018-05-01 compared with 2017-04-28 · 120 added, 115 removed, 369 unchanged (39% of the section changed)

1 unchanged sentence

Management’s Report on Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2017.

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2018 and determined that they were not effective.

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), as appropriate, to allow timely decisions regarding required disclosure.

6 unchanged sentences

We did not maintain appropriate financial reporting controls – As of January 31, 2018, our company has not maintained sufficient internal controls over financial reporting for the financial reporting process.

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.

As at January 31, 2018, our company did not have sufficient financial reporting controls with respect to the segregation of incompatible duties related to the ability to post adjusting journal entries and access to our company’s assets.

Accordingly, our company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that our company did not maintain effective internal control over financial reporting as of January 31, 2017 based on criteria established in Internal Control—Integrated Framework issued by COSO.

As a result of the material weaknesses described above, management has concluded that our company’s internal control over financial reporting was not effective as of January 31, 2018 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Sadler, Gibb & Associates, LLC, our independent registered public auditors, was not required to and has not issued an attestation report concerning the effectiveness of our internal control over financial reporting as of January 31, 2018 pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

33 unchanged sentences

Wolfgang Renz to the Audit Committee.

On November 24, 2017, Dr.

Ahmad Doroudian was appointed to the Audit Committee.

On September 11, 2017, we accepted the resignation of Dr.

Pravin Chaturvedi as our Chief Executive Officer and Director.

On the same date, we appointed Dr.

Patrick Frankham as our new Chief Executive Officer.

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

Date First Elected or Appointed

Position Held with the Company

Date First Elected

Ahmad Doroudian

1 unchanged sentence

September 17, 2007

Pravin Chaturvedi

Patrick Frankham

Chief Executive Officer and Director

2 unchanged sentences

December 26, 2010

Patrick Frankham

July 24, 2014

Wolfgang Renz

18 unchanged sentences

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 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 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.

Over his 28+ year career, Dr.

Chaturvedi has participated or led the discovery and/or development activities for several new chemical entities, culminating in the successful development and commercialization of several new drugs that are currently marketed by various companies.

Prior to his roles at our company, IndUS, Oceanyx, Napo and Scion Pharmaceuticals, Dr.

Chaturvedi, spent several years at Vertex Pharmaceuticals as the Head of Lead Evaluation.

Prior to Vertex, he was in the preclinical group at Alkermes and he started his R&D career in the Product Development group at Parke-Davis/WarnerLambert Company (now Pfizer).

Chaturvedi holds a Ph.D.

in Pharmaceutical Sciences from West Virginia University and a Bachelor’s in Pharmacy from the University of Bombay.

Moira Ong – Chief Financial Officer

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

Ong has more than 19 years of experience in public company accounting and audit reporting.

From 2010 through 2012, Ms.

Ong was also the vice president of finance of Merus Labs International Inc., a specialty pharmaceutical company engaged in the acquisition and licensing of pharmaceutical products.

From 2005 until 2010, Ms.

Ong was senior manager at a global accounting firm in charge of completion of financial statements for Canadian publicly listed companies.

From 2003 to 2005 she served as financial consultant for a private financial planning company.

Ong was a manager in the banking and securities group at a global accounting firm in New York from 2000 to 2003.

Ong obtained her Chartered Professional Accountant designation in 1999 and her Chartered Financial Analyst designation in 2003.

Patrick Frankham –Director

Patrick Frankham was appointed as director of our company on July 24, 2014.

Patrick Frankham was appointed as director of our company on July 24, 2014 and as Chief Executive Officer on September 11, 2017.

Frankham has over 22 years of experience in the biopharmaceutical and services industries.

7 unchanged sentences

Frankham to our board due to his background in the biopharmaceutical industry.

Moira Ong – Chief Financial Officer

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

Ong has more than 20 years of experience in public company accounting and audit reporting.

From 2010 through 2012, Ms.

Ong was also the vice president of finance of Merus Labs International Inc., a specialty pharmaceutical company engaged in the acquisition and licensing of pharmaceutical products.

From 2005 until 2010, Ms.

Ong was senior manager at a global accounting firm in charge of completion of financial statements for Canadian publicly listed companies.

From 2003 to 2005 she served as financial consultant for a private financial planning company.

Ong was a manager in the banking and securities group at a global accounting firm in New York from 2000 to 2003.

Ong obtained her Chartered Professional Accountant designation in 1999 and her Chartered Financial Analyst designation in 2003.

Wolfgang Renz - Director

10 unchanged sentences

Conflicts of Interest

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, 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.

Doroudian is a co-founder and chief executive officer of Altum Pharmaceuticals Inc., a company engaged in 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, Dr.

Doroudian and Dr.

57 unchanged sentences

Our audit committee consists of Dr.

Patrick Frankham, Dr.

Wolfgang Renz and Dr.

Patrick Frankham.

Ahmad Doroudian.

Financial information relating to quarterly reports was disseminated to all board members for review.

9 unchanged sentences

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2018 and 2017;

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:

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

Name and Principal Position

and Principal

Compensa-tion

Nonqualified Deferred

Compensa-tion

Compens-ation ($)

Pravin Chaturvedi (1)

Patrick Frankham (1)

President, Chief Executive Officer and Director

Pravin Chaturvedi (2)

Past President, Chief Executive Officer and Director

Moira Ong (3)

2 unchanged sentences

Chairman, Secretary, Chief Business Officer and Director

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

Former President, Chief Executive Officer and Director

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

Frankham was appointed as our president, Chief Executive Officer and Director on September 11, 2017.

Chaturvedi was appointed as our president, Chief Executive Officer and Director on November 20, 2015 and resigned as Chief Executive Officer and Director on September 11, 2017.

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

4 unchanged sentences

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.

Bormann resigned as President and Chief Executive Officer on October 16, 2015 and as Director on November 16, 2015.

Amounts incurred as salaries for the year ended January 31, 2017 of $200,000 for Ms.

Ong and $200,000 for Dr.

Doroudian were forgiven on July 31, 2017.

Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

4 unchanged sentences

Stock Options/SAR Grants

During our fiscal year ended January 31, 2018, we did not grant any stock options to officers and directors.

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.

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

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

3 unchanged sentences

Unexercisable

Expiration Date

Shares, Units

Stock Rights That

Shares, Units

Pravin Chaturvedi

President and Chief Executive Officer

February 22, 2021

Chief FinancialOfficer

Option Expiration Date

Shares or Units of

Stock That Have Not

Market Value of Shares or

Units of That Have

Incentive Plan Awards:

Shares, Units or Other

Stock Rights That Have Not

Shares, Units or Other

Patrick Frankham

Chief Executive Officer

Moira Ong Chief Financial Officer

February 22, 2021

Ahmad Doroudian

Chief Business Officer

Ahmad Doroudian Chief Business Officer

February 22, 2021

11 unchanged sentences

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

No options were granted on December 15, 2017 as such grants would have exceeded the limitations set out in our Stock Option Plan.

Pension, Retirement or Similar Benefit Plans

4 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of April 28, 2017, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group.

The following table sets forth, as of May 1, 2018, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group.

Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.

3 unchanged sentences

Beneficial Ownership

Percentage of

Ahmad Doroudian (2)

1 unchanged sentence

Vancouver BC V6S 1V9

27,424,451 (3)

Common Shares

Pravin Chaturvedi (4)

27 Jenkins Road

Andover, MA 01810

6,689,266 (5)

Common Shares

Moira Ong (6)

2392 Lawson Avenue

West Vancouver, BC V7V 2E6

3,000,000 (7)

Common Shares

23,050,889 (3) CommonShares

Patrick Frankham (6)

1 unchanged sentence

Rosemere, QC, J7A 4J7

4,100,000 (9)

Common Shares

4,000,000 (7) CommonShares

Moira Ong (4)

2392 Lawson Avenue

West Vancouver, BC V7V 2E6

3,092,384 (5) CommonShares

Wolfgang Renz (8)

Am Hochgericht 31

Rheinfelden, Germany 79618

4,000,000 (11)

Common Shares

Am Hochgericht 31 Rheinfelden, Germany 79618

4,000,000 (9) CommonShares

Patrick Rolfes (10)

Anaheim Blvd.

Anaheim, CA 92801

779,763 (11) CommonShares

Joseph Borovsky (12)

4843 Gate Post Lane

Wilmington, NC 28412

255,023 (13) CommonShares

Directors and Officers as a Group (1)

35,178,059 Common Shares

Sierra Capital Limited

2 nd floor, Marcopole Plaza

Halifax Street

Vincent, British West Indies

Common Shares

Over 5% Shareholders as a Group

Common Shares

Nil Common Shares

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

17 unchanged sentences

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, 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.

1 unchanged sentence

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

Patrick Frankham was appointed as Director of our company on July 24, 2014.

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

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.

Patrick Frankham was appointed as Director of our company on July 24, 2014 and as our Chief Executive Officer on September 11, 2017.

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.

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

Patrick Rolfes was appointed as President of our fully owned subsidiary, Pivot Naturals, LLC (formerly ERS Holdings, LLC) on March 1, 2018.

Includes 779,763 shares owned by Mr.

Joseph Borovsky was appointed as Vice President, Product Formulation on March 1, 2018.

Includes 255,023 shares owned by Mr.

Changes in Control

2 unchanged sentences

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.

The following table sets forth, as of May 1, 2018, securities authorized for issuance under our equity compensation plan.

Plan Category

7 unchanged sentences

Director Independence

We currently act with four directors, consisting of Dr.

We currently act with three directors, consisting of Dr.

Ahmad Doroudian, Dr.

Pravin Chaturvedi, Dr.

Patrick Frankham and Dr.

Wolfgang Renz.

Patrick Frankham and Dr.

Wolfgang Renz are independent directors.

Wolfgang Renz is an independent director.

Our audit committee consists of Dr.

Wolfgang Renz and Dr.

Patrick Frankham.

Ahmad Doroudian.

We do not have a standing compensation or nominating committee, but our entire board of directors acts in such capacities.

10 unchanged sentences

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

23 unchanged sentences

to Pivot Pharmaceuticals Inc.

(incorporated by reference to our Quarterly Report on Form 10-Q filed on June 17, 2015)

Material Contracts

25 unchanged sentences

Employment Agreement dated February 1, 2016 with Dr.

Ahmad Doroudian

Employment Agreement dated February 1, 2016 with Moira Ong

Ahmad Doroudian (filed on April 29, 2016 with our Annual Report on Form 10-K)

Employment Agreement dated February 1, 2016 with Moira Ong (filed on April 29, 2016 with our Annual Report on Form 10-K)

Consulting Services Agreement dated February 1, 2016 with Soho Capital Inc.

(filed on April 29, 2016 with our Annual Report on Form 10-K)

Convertible debenture agreement dated September 29, 2016 with Avro Capital Partners Inc.

(incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2017)

Exchange Agreement between our company, IndUS Pharmaceuticals, Inc.

and Pravin Chaturvedi, dated September 11, 2017 (incorporated by reference to our Current Report on Form 8-K filed on September 12, 2017)

Licensing Agreement between our company and Altum Pharmaceuticals Inc.

dated September 12, 2017 (incorporated by reference to our Current Report on Form 8-K filed on September 12, 2017)

Debt Forgiveness Agreement dated July 31, 2017 between our company and Dr.

Ahmad Doroudian (filed on September 15, 2017 with our Quarterly Report on Form 10-Q)

Debt Forgiveness Agreement dated July 31, 2017 between our company and Moira Ong (filed on September 15, 2017 with our Quarterly Report on Form 10-Q)

Debt Forgiveness Agreement dated July 31, 2017 between our company and Soho Capital Inc.

(filed on September 15, 2017 with our Quarterly Report on Form 10-Q)

Debt Settlement Agreement dated September 18, 2017 between our company and Avro Capital Partners, Inc.

(filed on December 15, 2017 with our Quarterly Report on Form 10-Q)

Collaboration and License Agreement dated September 23, 2017 between our company and SolMic GmbH (filed on December 15, 2017 with our Quarterly Report on Form 10-Q)

Letter of Intent dated November 7, 2017 between our company and Thrudermic LLC (filed on December 15, 2017 with our Quarterly Report on Form 10-Q)

Share Exchange Agreement between our company, ERS Holdings, LLC and the members of ERS Holdings, LLC dated February 10, 2018 (incorporated by reference to our Current Report on Form 8-K filed on March 12, 2018)

Royalty Agreement between our company and AquaBrew Inc.

dated March 1, 2018 (incorporated by reference to our Current Report on Form 8-K filed on March 12, 2018)

Employment Agreement between our company and Patrick Rolfes dated March 1, 2018 (incorporated by reference to our Current Report on Form 8-K filed on March 12, 2018)

Share Exchange Agreement between our company, Thrudermic, LLC, Dr.

Joseph Borovsky and Dr.

Leonid Lurya dated March 2, 3018 (incorporated by reference to our Current Report on Form 8-K filed on March 12, 2018)

Employment Agreement between our company and Joseph Borovsky dated March 1, 2018 (incorporated by reference to our Current Report on Form 8-K filed on March 12, 2018)

10% Senior Secured Convertible Debenture (CDN$2,500,000) due March 2, 2019 (CD-1) (incorporated by reference to our Current Report on Form 8-K filed on March 12, 2018)

10% Senior Secured Convertible Debenture (CDN$2,500,000) due March 2, 2019 (CD-2) (incorporated by reference to our Current Report on Form 8-K filed on March 12, 2018)

Rule 13a-14(d)/15d-14(d) Certifications

5 unchanged sentences

Additional Exhibits

Audit Committee Charter

Stock Option Plan

Audit Committee Charter (filed on June 17, 2015 with our Annual Report on Form 10-K/A)

Stock Option Plan (filed on November 25, 2015 with our Definitive Proxy Statement on Schedule 14A)

Interactive Data Files

8 unchanged sentences

PIVOT PHARMACEUTICALS INC.

April 28, 2017

Pravin Chaturvedi

/s/ Patrick Frankham

Patrick Frankham

Chief Executive Officer and Director

(Principal Executive Officer)

April 28, 2017

/s/ Moira Ong

Chief Financial Officer

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

April 28, 2017

Pravin Chaturvedi

/s/ Patrick Frankham

Patrick Frankham

Chief Executive Officer and Director

(Principal Executive Officer)

April 28, 2017

/s/ Ahmad Doroudian

Ahmad Doroudian

Chairman, Secretary and Director

April 28, 2017

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