What changed in this filing

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Item 1. Financial Statements

2018-12-18 compared with 2018-09-14 · 148 added, 146 removed, 235 unchanged (56% of the section changed)

Financial Statements

Our unaudited interim condensed consolidated financial statements for the period ended July 31, 2018 form part of this quarterly report.

Our unaudited interim condensed consolidated financial statements for the period ended October 31, 2018 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 and six month period ended July 31, 2018 are not necessarily indicative of results to be expected for any subsequent period.

The results of operations for the three and nine month period ended October 31, 2018 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 July 31, 2018 (unaudited) and January 31, 2018

Period ended October 31, 2018 (unaudited) and January 31, 2018

PIVOT PHARMACEUTICALS INC.

3 unchanged sentences

Prepaid and other current assets

Inventory (Note 6)

Total current assets

Deposit (Note 6)

Equipment (Note 7)

Intangible assets (Notes 4(a), 4(c), 5 and 8)

Equipment, net (Note 7)

Intangible assets, net (Notes 3(a), 4 and 8)

Liabilities and Stockholders’ Equity (Deficit)

2 unchanged sentences

Due to related parties (Note 15)

Convertible debenture (Note 9)

Convertible debenture, net (Note 9)

Promissory note (Note 10)

Other obligation (Note 5)

Total liabilities

Acquisition obligation (Note 4)

Deferred revenues

Total current liabilities

Stockholders’ Equity (Deficit)

1 unchanged sentence

Unlimited shares authorized, without par value, 95,828,235 and 82,373,559 shares issued and outstanding, respectively (Note 11)

Common stock issuable (Note 11)

Additional paid-in capital

9 unchanged sentences

(Expressed in U.S.

Three Months Ended

Nine Months Ended

Amortization (Notes 7 and 8)

Due diligence costs

Foreign exchange (gain) loss

Foreign exchange loss

General and administrative

Licensing fees

Professional fees

5 unchanged sentences

Other income (expense)

Amortization of discount on convertible debenture

Amortization of discount/premium on convertible debenture

Gain on change in fair value of derivative liabilities

Gain on disposal of assets

Gain on repayment of promissory note

1 unchanged sentence

Interest expense

Interest income

Loss on extinguishment of convertible debentures (Note 9)

Other expense

Write-off of deposit (Note 5)

Total other income (expense)

Net (loss) income

Other comprehensive income (loss)

1 unchanged sentence

Net comprehensive loss

Net loss per share, basic and diluted

Weighted average shares outstanding – basic and diluted

Net loss per share, basic

Net loss per share, diluted

Weighted average shares outstanding – basic

Weighted average shares outstanding –diluted

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

3 unchanged sentences

Operating activities

Net (loss) income

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of discount on convertible debenture

Amortization of discount/premium on convertible debenture

Depreciation and amortization

Expenses paid related to debt issuance

1 unchanged sentence

Gain on change in fair value of derivative liabilities

Gain on disposal of assets

Gain on repayment of promissory note

Gain on settlements of debts

Loss on extinguishment of convertible debentures

Stock issued for services

3 unchanged sentences

Accounts payable and accrued liabilities

Deferred revenue

Other liabilities

Net cash used in operating activities

4 unchanged sentences

Proceeds from convertible debenture, net

Proceeds from debenture

Proceeds from issuance of common stock

Proceeds from issuance of common stock subscriptions

Proceeds from issuance of units

Proceeds from promissory notes

3 unchanged sentences

Effects of exchange rate changes on cash

Increase (decrease) in cash

Increase in cash

Cash – beginning of period

4 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended July 31, 2018

Period ended October 31, 2018

(Expressed in U.S.

6 unchanged sentences

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 July 31, 2018, the Company has not earned any revenue, has a working capital deficit of $3,609,750 and an accumulated deficit of $23,757,776.

As at October 31, 2018, the Company has not earned any revenue, has a working capital deficit of $3,094,911 and an accumulated deficit of $27,135,308.

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

17 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended July 31, 2018

Period ended October 31, 2018

(Expressed in U.S.

14 unchanged sentences

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 for all exercisable options and warrants and the if-converted method for all outstanding convertible debentures.

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 July 31, 2018, the Company had 14,058,371 (January 31, 2018 – 6,153,764) potentially dilutive shares.

As at October 31, 2018, the Company had 29,776,226 (January 31, 2018 – 6,153,764) potentially dilutive shares.

(f) Financial Instruments and Fair Value Measures

7 unchanged sentences

or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

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.

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended July 31, 2018

Period ended October 31, 2018

(Expressed in U.S.

Significant Accounting Policies (continued)

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, convertible debenture and promissory note.

3 unchanged sentences

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.

Disposal of Asset

On September 11, 2017, the Company completed an exchange agreement whereby the Company exchanged with its past Chief Executive Officer 100% of its shares of common stock of its wholly-owned subsidiary, IndUS Pharmaceuticals, Inc.

(“IndUS”), for 3,800,000 shares of common stock of the Company.

Pursuant to the exchange agreement, the Company has provided its former Chief Executive Officer a promissory note (Note 10(a)) in the amount of $200,000 in discharge of all obligations with respect to Dr.

Chaturvedi’s accrued salary totaling $267,267 through September 11, 2017.

The disposal of IndUS resulted in a gain as follows:

3,800,000 shares of common stock acquired and cancelled

Net liabilities exchanged

Gain on disposal of asset

The disposal of IndUS did not meet the definition of discontinued operations as it did not represent a strategic shift that has a major effect on the Company’s operations and financial results.

Asset Acquisitions

(a) BiPhasix License

On September 12, 2017, the Company entered into a licensing agreement with Altum Pharmaceuticals Inc.

(“Altum”) whereby the Company acquired worldwide rights to the BiPhasix™ transdermal drug delivery technology for the development and commercialization of Cannabinoids, Cannabidiol and Tetrahydrocannabinol products.

Consideration included:

1) Issuance of 2,500,000 shares of common stock on September 12, 2017;

2) Issuance of 2,500,000 shares of common stock of Pivot upon Health Canada Natural Product Number approval;

3) Royalties on annual gross sales;

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended July 31, 2018

(Expressed in U.S.

Asset Acquisitions (continued)

4) For pharmaceutical products, milestone payments payable upon first Investigative New Drug Approval, upon positive outcome of Phase II trial in first indication, and upon New Drug Application approval.

(b) Solmic Solubilization License

On September 23, 2017, the Company entered into a collaboration and license agreement with SolMic GmbH (“Solmic”) whereby the Company will acquire worldwide rights to Solmic’s Solubilization Technology for the development and commercialization of cannabinoid-containing natural extracts.

Milestones include payments upon the following developments:

1) Regulatory approval of a natural health product;

2) First approval of an investigative new drug application for a pharmaceutical product;

3) Positive outcome of a Phase II clinical trial of a pharmaceutical product in the first indication;

and 4) Approval of a New Drug Application for a pharmaceutical product by the US Food and Drug Administration.

Other consideration include a sales milestone upon aggregate net sales of $5,000,000 and royalties on aggregate net sales.

(a) Thrudermic Transdermal Nanotechnology

On March 2, 2018, the Company entered into an exchange agreement with Thrudermic, LLC (“Thrudermic”) and the members of Thrudermic whereby the Company paid $1.00 for the issued and outstanding units of Thrudermic and issued 500,000 shares of common stock (Notes 8 and 11(b)) to the members of Thrudermic for their intellectual property portfolio, including patents, goodwill and know-how in connection with the Thrudermic Transdermal Nanotechnology.

1 unchanged sentence

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 at cost.

Business Acquisition

On February 28, 2018, the Company completed the acquisition of Pivot Naturals, LLC (previously ERS Holdings, LLC) (“Pivot Naturals”) pursuant to an exchange agreement dated as of February 10, 2018.

Accordingly, the Company accounted for this transaction as the acquisition of assets at cost of $805,000 Canadian Dollars ($624,467 US Dollars).

(b) Solumer Oral Drug Delivery Technology

On August 7, 2018, the Company entered into a licensing agreement with Solubest Ltd.

(“Solubest”) whereby the Company will acquire worldwide rights for the use, development and commercialization of Solubest’s Solumer Oral Drug Technology solely for the improved bio-availability, delivery and commercialization of Cannabinoid and Tetrahydrocannabinol-based products for human and animal use.

Financial considerations include:

1) Monthly license fee until commercialization date ($20,000);

2) Monthly development fee ($10,000);

3) Milestone payments upon commercialization ($150,000) and upon net sales of $5,000,000 ($250,000).

Other consideration include royalties on aggregate net sales.

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended October 31, 2018

(Expressed in U.S.

Business Acquisition On February 28, 2018, the Company completed the acquisition of Pivot Naturals, LLC (previously ERS Holdings, LLC) (“Pivot Naturals”) pursuant to an exchange agreement dated as of February 10, 2018.

As consideration for the purchase, the Company paid $333,333 in cash on closing, issued 5,000,000 shares of common stock (Note 11(a)) and will pay an additional $333,333 six (6) and twelve (12) months after closing.

On September 7, 2018, the payment due six (6) months after closing was extended to September 30, 2018 and remains unpaid.

Financial consideration include royalties on future annual net sales.

On September 28, 2018, a payment of $326,666, representing a portion of the payment due six (6) months after closing, was made.

The remainder of the payment due six (6) months after closing of $6,667 has been withheld due to infringement of the Company’s patent by the recipient.

The acquisition obligation outstanding as at October 31, 2018 is $340,000.

The Company evaluated this acquisition in accordance with ASC 805, Business Combinations (10-55-4) to discern whether the assets and operations of Pivot Naturals met the definition of a business.

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The consideration transferred, assets acquired and liabilities assumed recognized is as follows:

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended July 31, 2018

(Expressed in U.S.

Business Acquisition (continued)

Consideration paid:

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Patents acquired will be amortized over an estimated useful life of ten (10) years.

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended October 31, 2018

(Expressed in U.S.

Pursuant to a letter of intent signed with Agro-Biotech Inc.

3 unchanged sentences

On April 24, 2018, the Company submitted an originating application to the Superior Court in the province of Quebec, Canada seeking to recover losses arising from the lack of cooperation by ABI, including the deposit made, in concluding the transaction.

For the period ended October 31, 2018, the Company wrote-off the balance of the deposit and recorded a loss on write-off of deposit of $193,175.

Raw materials

Balance, January 31, 2018

Exchange agreement (Note 4)

Balance, July 31, 2018

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended July 31, 2018

(Expressed in U.S.

Equipment (continued)

Balance, October 31, 2018

Accumulated Amortization

1 unchanged sentence

Exchange agreement (Note 4)

Balance, July 31, 2018

Net book value, July 31, 2018

Balance, October 31, 2018

Net book value, October 31, 2018

Net book value, January 31, 2018

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended October 31, 2018

(Expressed in U.S.

Intangible Assets

Balance, January 31, 2018

Addition and exchange agreement (Notes 4(c) and 5)

Addition and exchange agreement (Note 4)

Effect of foreign exchange rate changes

Balance, July 31, 2018

Balance, October 31, 2018

Accumulated Amortization

1 unchanged sentence

Effect of foreign exchange rate changes

Balance, July 31, 2018

Net book value, July 31, 2018

Balance, October 31, 2018

Net book value, October 31, 2018

Net book value, January 31, 2018

Weighted average life remaining on intangible asset is 9.3 years.

Future amortization for the next five years is:

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended July 31, 2018

(Expressed in U.S.

Convertible Debenture

(a) 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.

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 per share, 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.

On September 18, 2017, the lender converted the outstanding principal and accrued interest of the convertible debenture into 4,623,825 shares of common stock of the Company at a conversion price of $0.10.

(b) On March 2, 2018, the Company issued convertible debentures with two non-related parties totaling $5,000,000 Canadian Dollars ($3,878,675 US Dollars).

On March 2, 2018, the Company issued convertible debentures with two non-related parties totaling $5,000,000 Canadian Dollars ($3,878,675 US Dollars).

The debentures are secured under a General Security Agreement, bear interest at 10% per annum payable quarterly and mature on March 2, 2019.

The notes are convertible into common shares at a conversion price equal to C$1.74 per common share.

The Company evaluated the conversion feature for whether it was beneficial as described in ASC 470-30, Debt.

In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.

The beneficial conversion feature of these convertible debentures have been measured at $262,400.

As of July 31, 2018, the carrying value of the convertible debenture is $3,525,424 which is net of debt discounts related to financing costs and warrants of $197,391 and $118,184, respectively.

As of July 31, 2018, interest accrued on the convertible debenture is $32,622.

The notes are convertible into common shares at a conversion price equal to $1.74 Canadian Dollars ($1.33 US Dollars) per common share.

The Company issued 172,413 share purchase warrants with an exercise price of $1.74 Canadian Dollars and three year expiry as finder’s fee for the convertible debentures.

On October 22, 2018, $1,500,000 Canadian Dollars ($1,144,601 US Dollars) of the convertible debentures were settled through the issuance of 3,750,000 units of the Company with each unit consisting of one common stock and one share purchase warrant with an exercise price of $0.60 Canadian Dollars ($0.46 US Dollars) and three year expiry.

The Company considered the settlement to be a substantial modification of the terms of the convertible debenture and recorded a loss on extinguishment of debenture of $1,508,836 in the condensed consolidated statement of operations.

Pursuant to the settlement, the Company paid $41,439 representing the remainder of the interest on the debentures settled through maturity date of March 2, 2019.

On October 22, 2018, the Company modified the conversion price on the remainder of the convertible debentures, totaling $3,500,000 Canadian Dollars ($2,670,736 US Dollars), to C$0.42 per common share.

As the modification was considered a modification with substantially different terms, the modification has been accounted for as an extinguishment of the original debenture and the recognition of a new convertible debenture with a loss on extinguishment of debenture of $126,327 recorded in the condensed consolidated statement of operations.

As of October 31, 2018, the carrying value of the convertible debenture is $2,722,270, which is inclusive of debt premium of $59,053.

As of October 31, 2018, interest accrued on the convertible debenture is $29,725.

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended July 31, 2018

Period ended October 31, 2018

(Expressed in U.S.

Promissory Note

(a) Promissory Note – Former Chief Executive Officer (Note 3)

Promissory note bears interest at 8% per annum.

(a) Promissory Note – Former Chief Executive Officer The Company issued a promissory note in the amount of $200,000 to its former CEO, which bears interest at 8% per annum.

Principal and accrued interest are due on the earlier of:

1) 30 days after the completion of a financing of at least $2,000,000 and (ii) September 10, 2027, provided that if repayment occurs prior to the second anniversary date, all interest will be waived.

On March 2, 2018, the Company issued senior secured convertible debentures for gross proceeds of $5,000,000 Canadian dollars (Note 9(b)).

On March 2, 2018, the Company issued senior secured convertible debentures for gross proceeds of $5,000,000 Canadian dollars (Note 9).

Accordingly, accrued interest being waived, principal was due and repaid on March 30, 2018 and a gain on repayment of promissory note of $6,969 was recorded.

(b) Promissory Note – Third Party

On September 27, 2017, the Company issued a promissory note in the amount of $400,000, bearing interest at 12% per annum and maturing on December 31, 2018, which no proceeds have been received by the Company as at July 31, 2018.

As part of the promissory note, 100,000 shares of our common stock were issued on October 26, 2017.

On February 16, 2018, the Company issued a promissory note of up to $560,000 Canadian Dollars, bearing interest at 10% per annum to Altum and maturing on May 15, 2018.

On February 19 and March 1, 2018, $250,000 Canadian Dollars and $252,464 Canadian Dollars were advanced to the Company.

On March 2, 2018, the Company repaid the principal amount and accrued interest on the note totaling $503,285 Canadian Dollars.

(a) On February 28, 2018, 5,000,000 shares of common stock were issued pursuant to the exchange agreement with Pivot Naturals (Note 5).

(b) On March 2, 2018, 500,000 shares of common stock were issued pursuant to the exchange agreement with Thrudermic and the members of Thrudermic (Note 4(c)).

(c) On March 14, 2018, April 4, 2018, May 3, 2018, June 6, 2018 and July 5, 2018, 75,000, 62,500, 77,519, 72,464 and 57,870 shares of common stock, respectively, were issued to third parties for services rendered.

As at July 31, 2018, 70,922 shares of common stock were recorded as common stock issuable for a third party consulting expense related to July 2018.

These shares of common stock were issued on August 9, 2018.

(d) On March 31, 2018, May 3, 2018 and June 6, 2017, 44,087, 91,315 and 142,289 shares of common stock were issued as compensation for March, April and May 2018 pursuant to employment agreements entered into as part of the acquisitions of the Thrudermic Transdermal Nanotechnology (Note 4(c)) and Pivot Naturals (Note 5).

On February 16, 2018, the Company issued a promissory note of up to $560,000 Canadian Dollars ($445,895 US Dollars), bearing interest at 10% per annum to Altum and maturing on May 15, 2018.

On February 19 and March 1, 2018, $250,000 Canadian Dollars ($198,981 US Dollars) and $252,464 Canadian Dollars ($196,761 US Dollars) were advanced to the Company.

On March 2, 2018, the Company repaid the principal amount and accrued interest on the note totaling $503,285 Canadian Dollars ($390,398 US Dollars).

(a) On February 28, 2018, 5,000,000 shares of common stock, with fair value of $5,191,662, were issued pursuant to the exchange agreement with Pivot Naturals (Note 4).

(b) On March 2, 2018, 500,000 shares of common stock, with fair value of $620,328, were issued pursuant to the exchange agreement with Thrudermic and the members of Thrudermic (Note 3(a)).

(c) During the nine months ended October 31, 2018, the Company issued 598,735 shares of common stock, with fair value totaling $323,338, to third parties for services rendered.

(d) During the nine months ended October 31, 2018 the Company issued 277,691 shares of common stock, with fair value totaling $119,606, as compensation pursuant to employment agreements entered into as part of the acquisitions of the Thrudermic Transdermal Nanotechnology (Note 3(a)) and Pivot Naturals (Note 4).

(e) On October 22, 2018, 3,750,000 units of the Company, with each unit consisting of one common stock and one share purchase warrant with an exercise price of $0.60 Canadian Dollars and three year expiry, were issued pursuant to settlement of $1,500,000 Canadian Dollars of convertible debentures (Note 9).

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended July 31, 2018

Period ended October 31, 2018

(Expressed in U.S.

Common Stock (continued)

(f) In October, 2018, 3,328,250 units of the Company, with each unit consisting of one common stock and one share purchase warrant with an exercise price of $0.60 Canadian Dollars and three year expiry, were issued for subscription proceeds of $1,331,300 Canadian Dollars ($1,022,005 US Dollars).

Pursuant to the private placement, the Company paid finders’ fee of $64,104 in cash and issued 142,260 share purchase warrants with an exercise price of $0.60 Canadian Dollars and three year expiry.

An additional 38,000 share purchase warrants, with an exercise price of $0.60 Canadian Dollars and three year expiry, in finders’ fee were issued on November 2, 2018.

Stock Options

3 unchanged sentences

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

Weighted Average Exercise Price (US$)

Weighted Average Remaining Contractual Life

Outstanding, January 31, 2018

Outstanding, July 31, 2018

Outstanding, October 31, 2018

Exercisable, October 31, 2018

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 Dividend

Expected Life

1 unchanged sentence

200,000 options expiring on March 11, 2023

Additional information regarding stock options as of July 31, 2018, is as follows:

100,000 options expiring on October 28, 2023

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended October 31, 2018

(Expressed in U.S.

Stock Options (continued)

Additional information regarding stock options as of October 31, 2018, is as follows:

Options Outstanding

Options Exercisable

December 14, 2020

4 unchanged sentences

March 11, 2023

October 28, 2023

$50,983 of stock-based compensation have yet to be recognized and will be recognized in future periods.

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended July 31, 2018

(Expressed in U.S.

Share Purchase Warrant

The following table summarizes the continuity of share purchase warrant:

Weighted Average

Weighted Average Exercise Price

Balance, January 31, 2018

Balance, July 31, 2018

As at July 31, 2018, the following share purchase warrants were outstanding:

Number of Warrants

Balance, October 31, 2018

As at October 31, 2018, the following share purchase warrants were outstanding:

June 14 ,2019

March 1, 2021

September 21, 2021

October 1, 2021

October 18, 2021

October 22, 2021

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended October 31, 2018

(Expressed in U.S.

Supplemental Cash Flow Information

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Capital contribution through forgiveness of debt

Stock issued for services

Stock issuable for services

Stock issued for intangible assets (Note 4(c))

Stock issued for acquisition of business (Note 5)

Warrants granted for finder’s fee (Note 8(b))

PIVOT PHARMACEUTICALS INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Period ended July 31, 2018

(Expressed in U.S.

Common stock issued for settlement of accounts payable

Common stock issued for settlement of convertible debenture (Note 9)

Common stock issued for prepaid assets

Common stock issued for intangible asset (Note 3(a))

Common stock issued for services

Common stock issued for acquisition of business (Note 4)

Promissory note issued for settlement of accrued salaries

Treasury stock returned and retired in disposition of assets

Warrants granted for finder’s fee (Note 9)

Warrants granted for settlement of convertible debenture (Note 9)

Related Party Transactions

(a) As at July 31, 2018, the Company owed $nil (January 31, 2018 - $4,767), $3,815 (January 31, 2018 - $nil) and $749 (January 31, 2018 - $nil) to a director, a director and officer and an officer of the Company, respectively, which are unsecured, non-interest bearing, and due on demand.

(b) On September 12, 2017, the Company entered into a licensing agreement with Altum, a party related by way of common director and officers, whereby the Company acquired worldwide rights to the BiPhasix™ transdermal drug delivery technology for the development and commercialization of Cannabinoids, Cannabidiol and Tetrahydrocannabinol products (Note 4(a)).

(c) During the six months ended July 31, 2018, the Company paid $644 in interest expense on a promissory note issued to Altum (Note 10(c)).

(d) During the six months ended July 31, 2018, the Company’s subsidiary, Pivot Naturals, paid $49,540 to a company owned by its President for research and development.

(a) As at October 31, 2018, the Company owed $3,255 (January 31, 2018 - $4,767), $1,339 (January 31, 2018 - $nil), $8,270 (January 31, 2018 - $nil) and $1,071 (January 31, 2018 - $nil) to a director, a director and officer, an officer of the Company and an officer of the Company’s subsidiary, respectively, which are unsecured, non-interest bearing, and due on demand.

(c) During the nine months ended October 31, 2018, the Company paid $644 in interest expense on a promissory note issued to Altum (Note 10(c)).

(d) During the nine months ended October 31, 2018, the Company’s subsidiary, Pivot Naturals, paid $49,540 to a company owned by its President for research and development.

Subsequent Events

On August 9, 2018, 182,460 shares of common stock were issued to third party service providers for services rendered, of which 70,922 common stock were recorded as common stock issuable as at July 31, 2018 (Note 11(c)).

On November 2, 2018, the Company issued 750,000 units, with each unit consisting of one common stock and one share purchase warrant with an exercise price of $0.60 Canadian Dollars and three year expiry, for subscription proceeds of $300,000 Canadian Dollars.

Pursuant to the private placement, the Company paid finders’ fee of $24,000 Canadian Dollars in cash and issued 60,000 share purchase warrants with an exercise price of $0.60 Canadian Dollars and three year expiry.

In addition, 38,000 share purchase warrants related to finder’s fee on the private placement in October 2018 were issued (Note 11(f)).

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