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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
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Canada
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N/A
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4120 Ridgeway Drive, Unit 37, Mississauga, ON L5L 5S9 Canada
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(Address of principal executive offices) (Zip Code)
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(289) – 997- 6740
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(Registrant’s Telephone Number, including area code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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(Do not check if a smaller reporting company) |
Page
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Item 1.
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Financial Statements
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3
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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19
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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24
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Item 4.
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Controls and Procedures
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25
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PART II | |||
OTHER INFORMATION | |||
Item 1. | Legal Proceedings | 26 | |
Item 1A. | Risk Factors | 26 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 | |
Item 3. | Defaults Upon Senior Securities | 26 | |
Item 4. | Mine Safety Disclosures | 26 | |
Item 5. | Other Information | 26 | |
Item 6. | Exhibits | 27 |
As at December 31,
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As at March 31,
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|||||||
2014
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2014
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|||||||
ASSETS
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||||||||
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||||||||
Current Assets
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||||||||
Cash
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$ | 7,485 | $ | 64,674 | ||||
Prepaid expenses
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12,371 | 12,124 | ||||||
Amounts receivable
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28,325 | 7,875 | ||||||
Total Current Assets
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48,181 | 84,673 | ||||||
Equipment and leasehold improvements (Note 3)
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77,238 | 33,318 | ||||||
Intangible assets (Note 4)
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13,740 | 7,141 | ||||||
Total Assets
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$ | 139,159 | $ | 125,132 | ||||
LIABILITIES
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||||||||
Current Liabilities
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||||||||
Accounts payable and accrued liabilities (Note 9)
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$ | 253,086 | $ | 87,530 | ||||
Advances from shareholders (Note 5)
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423,896 | 431,406 | ||||||
Warrant liability (Note 6b)
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360,462 | - | ||||||
Total Current Liabilities
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1,037,444 | 518,936 | ||||||
STOCKHOLDERS' (DEFICIENCY)
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||||||||
Common stock (Note 6a), $Nil par value, unlimited amount authorized, 9,238,710 issued and outstanding as of December 31, 2014, (March 31, 2014 - 8,606,250)
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518,536 | 100 | ||||||
Additional paid in capital (Note 6c)
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234,066 | - | ||||||
Warrants (Note 6b)
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190,198 | - | ||||||
Equity to be issued (Note 6a)
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30,000 | 328,180 | ||||||
Accumulated deficit
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(1,871,085 | ) | (722,084 | ) | ||||
Total Stockholders' (Deficiency)
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(898,285 | ) | (393,804 | ) | ||||
Total Liabilities and Stockholders' (Deficiency)
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$ | 139,159 | $ | 125,132 |
Going Concern (Note 1)
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||||||||
Commitments and Contingencies (Note 8)
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||||||||
These condensed interim financial statements are approved by the Directors:
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||||||||
Director
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Director
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For the
Three Month
December 31,
2014
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For the
Three Month
Period Ended
December 31,
2013
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For the
Nine Month December 31,
2014
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For the
Nine Month
Period Ended
December 31,
2013
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|||||||||||||
OPERATING EXPENSES
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||||||||||||||||
Amortization expense (Note 3)
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$ | 5,516 | $ | 1,005 | $ | 14,192 | $ | 1,005 | ||||||||
Business development
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4,667 | 4,860 | 20,480 | 12,031 | ||||||||||||
Management and contract fees
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92,875 | (2,500 | ) | 212,750 | 10,000 | |||||||||||
Occupancy costs
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8,904 | 5,812 | 30,388 | 8,118 | ||||||||||||
Office and general
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7,898 | 1,384 | 23,681 | 3,176 | ||||||||||||
Professional fees (Note 6b)
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192,491 | 9,104 | 548,458 | 15,265 | ||||||||||||
Research and development
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15,153 | 417 | 29,691 | 1,847 | ||||||||||||
Stock based compensation (Note 6c)
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234,066 | - | 234,066 | - | ||||||||||||
Telephone and internet services
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3,318 | (4,233 | ) | 9,642 | - | |||||||||||
Travel
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4,018 | 632 | 25,653 | 5,651 | ||||||||||||
Total Operating Expenses
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568,906 | 16,481 | 1,149,001 | 57,093 | ||||||||||||
Net Loss and Comprehensive Loss for the period
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568,906 | $ | 16,481 | $ | 1,149,001 | $ | 57,093 | |||||||||
Net loss per common share - basic and diluted | $ | 0.06 | $ | 0.00 | $ | 0.13 | $ | 0.01 | ||||||||
Weighted average common shares outstanding - basic and diluted | 9,238,710 | 8,606,250 | 9,027,555 | 8,606,250 |
Common
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Common
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Additional
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||||||||||||||||||||||||||
Shares
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Shares
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Paid in
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Equity to
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Accumulated
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Stockholders'
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|||||||||||||||||||||||
Number
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Amount
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Warrants
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Capital
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be Issued
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Deficit
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(Deficency)
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||||||||||||||||||||||
March 31, 2013
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8,606,250 | $ | 100 | $ | - | $ | - | $ | - | $ | (489,128 | ) | $ | (489,028 | ) | |||||||||||||
Unit subscriptions received
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- | - | - | - | 328,180 | - | 328,180 | |||||||||||||||||||||
Net loss and comprehensive loss for the year
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- | - | - | - | - | (232,956 | ) | (232,956 | ) | |||||||||||||||||||
March 31, 2014
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8,606,250 | $ | 100 | $ | - | $ | - | $ | 328,180 | $ | (722,084 | ) | $ | (393,804 | ) | |||||||||||||
Unit subscriptions issued (Note 6a)
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315,335 | 328,180 | - | - | (328,180 | ) | - | - | ||||||||||||||||||||
Unit subscriptions received and issued (Note 6a)
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292,125 | 328,876 | - | - | - | - | 328,876 | |||||||||||||||||||||
Valuation of warrants (Note 6b)
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(171,308 | ) | 171,308 | - | - | - | - | |||||||||||||||||||||
Warrants granted for sevices (Note 6b)
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- | 19,290 | - | - | - | 19,290 | ||||||||||||||||||||||
Unit issue costs
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- | (1,100 | ) | (400 | ) | - | - | - | (1,500 | ) | ||||||||||||||||||
Warrants exercised
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25,000 | 1,113 | - | - | - | - | 1,113 | |||||||||||||||||||||
Warrant liability valuation transferred
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- | 32,675 | - | - | - | - | 32,675 | |||||||||||||||||||||
Unit subscriptions received
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- | - | - | - | 30,000 | - | 30,000 | |||||||||||||||||||||
Stock options (Note 6c)
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- | - | - | 234,066 | - | - | 234,066 | |||||||||||||||||||||
Net loss and comprehensive loss for the period
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- | - | - | - | - | (1,149,001 | ) | (1,149,001 | ) | |||||||||||||||||||
December 31, 2014
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9,238,710 | $ | 518,536 | $ | 190,198 | $ | 234,066 | $ | 30,000 | $ | (1,871,085 | ) | $ | (898,285 | ) |
For the
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For the
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|||||||
Nine Month
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Nine Month
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|||||||
Period Ended
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Period Ended
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|||||||
December 31,
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December 31,
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|||||||
2014
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2013
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|||||||
Operating activities
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||||||||
Net loss for the period
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$ | (1,149,001 | ) | $ | (57,093 | ) | ||
Items not affecting cash
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||||||||
Amortization
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14,192 | 1,005 | ||||||
Stock based compensation (Note 6b and 6c)
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644,432 | - | ||||||
Items not affecting cash
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||||||||
Prepaid expenses
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(247 | ) | (4,000 | ) | ||||
Accounts receivable
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(20,450 | ) | (3,232 | ) | ||||
Accounts payable
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176,812 | - | ||||||
Net cash flows used in operating activities
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(334,262 | ) | (63,320 | ) | ||||
Financing activities
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||||||||
Advances from shareholders
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(7,510 | ) | (53,762 | ) | ||||
Equity to be issued
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349,680 | 213,000 | ||||||
Unit issue costs
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(1,500 | ) | - | |||||
Warrants exercised
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1,113 | - | ||||||
Net cash flows from financing activities
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341,783 | 159,238 | ||||||
Investing activities
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||||||||
Investment in equipment and leasehold improvements
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(58,112 | ) | (5,948 | ) | ||||
Investment in patents
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(6,598 | ) | - | |||||
Net cash flows used in investing activities
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(64,710 | ) | (5,948 | ) | ||||
Net change in cash
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(57,189 | ) | 89,970 | |||||
Cash position - beginning of period
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64,674 | 4,001 | ||||||
Cash position - end of period
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$ | 7,485 | $ | 93,971 |
1.)
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Nature of the Business and Going Concern
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3.)
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Property and Equipment
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December 31, 2014
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March 31, 2014
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|||||||||||||||
Accumulated
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Accumulated
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|||||||||||||||
Cost
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Amortization
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Cost
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Amortization | |||||||||||||
Computer equipment | $ | 3,558 | $ | 1,234 | $ | 1,865 | $ | 560 | ||||||||
Production equipment
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70,309 | 15,177 | 27,236 | 5,447 | ||||||||||||
Leasehold improvements
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24,300 | 4,518 | 10,954 | 730 | ||||||||||||
Total
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$ | 98,167 | $ | 20,929 | $ | 40,055 | $ | 6,737 | ||||||||
Net carrying amount
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$ | 77,238 | $ | 33,318 |
4.)
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Intangible Assets
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5.)
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Advances from Shareholders
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6.)
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Capital Stock
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Expiry Date |
Number of
Warrants |
Number of
Warrants Exercisable |
Weighted Average
Exercise Price |
Grant Date
Fair Value - Equity |
Fair Value at
December 31, 2014 of |
|||||||||||||||
June 6, 2016 | 300,383 | 300,383 | $ | 1.68 | * | $ | 170,908 | $ | - | |||||||||||
June7,2016 | 5,000 | 5,000 | $ | 1.12 | 3,180 | - | ||||||||||||||
June 6, 2017 | 22,500 | 22,500 | $ | 1.12 | 16,110 | - | ||||||||||||||
April 1, 2017
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600,000 | 275,000 |
USD $0.04
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- | 358,325 | |||||||||||||||
October 22, 2016
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3,350 | 3,350 |
USD $1.50
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- | 2,137 | |||||||||||||||
931,233 | 606,233 | $ | 0.61 | $ | 190,198 | $ | 360,462 | |||||||||||||
*Exercisable at $1.68 during the first year and at $2.24 during the second year.
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6.)
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Capital Stock (continued)
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6.)
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Capital Stock (continued)
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7.)
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Income Taxes
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8.)
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Commitments and Contingencies
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2015 | $ | 6,433 | ||
2016 | 25,732 | |||
2017 | 25,732 | |||
2018 | 26,064 | |||
2019 | 17,376 |
9.)
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Related Party Transactions
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10.)
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Financial Instruments
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(a)
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Liquidity risk
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(b)
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Concentration of credit risk
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10.)
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Financial Instruments (continued)
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(c)
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Foreign exchange risk
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The Company principally operates within Canada. The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. Management believes the foreign exchange risk derived from currency conversions is negligible and therefore does not hedge its foreign exchange risk. See also Note 10 (e).
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(d)
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Interest rate risk
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(e)
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Derivative liability – warrant liability
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10.)
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Financial Instruments (continued)
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Fair Value at | ||||||||||||||||
December 31 | Fair Value Measurement Using | |||||||||||||||
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2014 |
Level 1
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Level 2
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Level 3
|
||||||||||||
Derivative liability – Warrants
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$ | 360,462 | $ | - | $ | - | $ | 360,462 |
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December 31,
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March 31,
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||||||
2014
|
2014 | |||||||
Balance at beginning of period
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$ | - | $ | - | ||||
Additions to derivative instruments, recognized in earnings as professional fees
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240,000 | - | ||||||
Additions to derivative instruments recognized as valuation allocation from common stock
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2,060 | - | ||||||
Derivative instruments exercised
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(32,675 | ) | - | |||||
Change in fair market value, recognized in earnings as professional fees
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151,077 | - | ||||||
Balance at end of period
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$ | 360,462 | $ | - |
10.)
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Financial Instruments (continued)
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(e)
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Derivative liability – warrant liability (continued)
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December 31,
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||||
2014
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||||
Number of shares underlying the warrants | 603,350 | |||
Fair market value of the stock | $ | 1.34 | ||
Exercise price | USD$0.05 | |||
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$ | (0.056 | ) | |
Expected volatility | 126 | % | ||
Risk-free interest rate | 1.06 | % | ||
Expected dividend yield | 0 | % | ||
Expected warrant life (years) | 2.25 |
11.)
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Subsequent events
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In November 2014, the Company initiated a further private placement of units at USD$1.50 ($1.74) per unit, each unit comprising one common share and one-half of one (1/2) common share purchase warrant. Each whole warrant will be exercisable at USD$2.00 ($2.32) per share until November 30, 2016. As at December 31, 2014, USD$26,550 ($30,000) in subscription proceeds had been received and as the private placement had not closed as at December 31, 2014, the funds raised have been classified as equity to be issued. Subsequent to December 31, 2014, the Company closed the private placement for gross proceeds of $30,000.
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Name of Recipient
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Number of Options
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Vesting Schedule
|
||
Richard Rusiniak
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120,000 |
1/3 vested on date of grant, 1/3 on first anniversary and 1/3 on second anniversary
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||
Paul Ramsay
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120,000 |
1/3 vested on date of grant, 1/3 on first anniversary and 1/3 on second anniversary
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||
Ross Eastley
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80,000 |
1/3 vested on date of grant, 1/3 on first anniversary and 1/3 on second anniversary
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||
Sandra Elsley
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100,000 |
1/3 vested on date of grant, 1/3 on first anniversary and 1/3 on second anniversary
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||
P. Blair Mullin
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30,000 |
1/4 vested on date of grant, and 1/4 at 90 days, 180 days, and 270 days from grant date
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W. Cameron McDonald
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30,000 |
1/4 vested on date of grant, and 1/4 at 90 days, 180 days, and 270 days from grant date
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||
Joseph P. Galda
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25,000 |
100% vested on grant date
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Exhibit No. | Description | |
31 a | Certification of Chief Executive Officer and Principal Accountant, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 | |
31 b | Certification of Chief Financial officer and Principal Accountant, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 | |
31 a | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32 b | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
10.1 | Stock Incentive Plan 2014 | |
10.2 | Nonqualified Share Option Agreement - Richard Rusiniak | |
10.3 | Nonqualified Share Option Agreement - Paul Ramsay Share | |
10.4 | Nonqualified Share Option Agreement - Ross Eastley | |
10.5 | Nonqualified Share Option Agreement - Blair Mullin | |
10.6 | Nonqualified Share Option Agreement - Cameron McDonald | |
10.7 | Release from Sandra Elsley | |
101.ins
|
Instant Document
|
|
101.sch
|
XBRL Taxonomy Schema Document
|
|
101.cal
|
XBRL Taxonomy Calculation Linkbase Document
|
|
101.def
|
XBRL Taxonomy Definition Linkbase Document
|
|
101.lab
|
XBRL Taxonomy Label Linkbase Document
|
|
101.pre
|
XBRL Taxonomy Presentation Linkbase Document
|
Algae Dynamics Corp.
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|||
a Canadian Corporation
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|||
Date: February 17, 2015
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By:
|
/s/ Ross Eastley | |
Ross Eastley | |||
Chief Financial Officer
(Chief Financial and Accounting Officer)
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|||
Date: February 17, 2015
|
By: | /s/ Richard Rusiniak | |
Richard Rusiniak | |||
Chief Executive Officer |
1)
|
Common Shares which may be reserved for issuance; and
|
2)
|
Common Shares which may be issued within one-year period;
|
ALGAE DYNAMICS CORP | |||
|
By:
|
/s/ Paul Ramsay | |
Paul Ramsay | |||
President | |||
GRANTEE | |||
|
By:
|
/s/ Richard Rusiniak | |
Richard Rusiniak | |||
ALGAE DYNAMICS CORP. | |||
|
By:
|
/s/ Richard Rusiniak | |
Richard Rusiniak | |||
Chief Executive Officer | |||
GRANTEE | |||
|
By:
|
/s/ Paul Ramsay | |
Paul Ramsay | |||
ALGAE DYNAMICS CORP.
|
|||
|
By:
|
/s/ Richard Rusiniak | |
Richard Rusiniak | |||
Chief Executive Officer | |||
GRANTEE
|
|||
|
By:
|
/s/ Ross Eastley | |
Ross Eastley | |||
ALGAE DYNAMICS CORP. | |||
|
By:
|
/s/ Richard Rusiniak | |
Richard Rusiniak | |||
Chief Executive Officer | |||
GRANTEE | |||
|
By:
|
/s/ P. Blair Mullin | |
P. Blair Mullin | |||
ALGAE DYNAMICS CORP | |||
|
By:
|
/s/ Richard Rusiniak | |
Richard Rusiniak | |||
Chief Executive Officer | |||
GRANTEE | |||
|
By:
|
/s/ W. Cameron McDonald | |
W. Cameron McDonald | |||
WITNESSES:
|
||||
Sandra Elsley, individually | ||||
ATTEST: | ALGAE DYNAMICS CORP. | |||
By: | ||||
Paul Ramsay, President | ||||
ALGAE DYNAMICS CORP. | |||
|
By:
|
/s/ Richard Rusiniak | |
Richard Rusiniak | |||
Chief Executive Officer | |||
GRANTEE | |||
|
By:
|
/s/ Sandra Elsley | |
Sandra Elsley | |||
1.
|
I have reviewed this quarterly report on Form 10-Q of Algae Dynamics Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting , to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant‘s internal control over financial reporting.
|
/s/ Richard Rusiniak
|
||||
Richard Rusiniak
|
||||
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Algae Dynamics Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting , to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant‘s internal control over financial reporting.
|
/s/ Ross Eastley
|
||||
Ross Eastley
|
||||
Chief Financial Officer, Principal Accounting Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Richard Rusiniak
|
||||
Richard Rusiniak
|
||||
Chief Executive Officer
|
||||
February 17, 2015
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Ross Eastley
|
||||
Ross Eastley
|
||||
Chief Financial Officer
|
||||
February 17, 2015
|
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