Subsequent Events
 12 Months Ended
Feb. 28, 2017
Notes to Financial Statements  
Note 10. Subsequent Events

Employment agreement

 

D. Jennifer Rhee

 

On March 17, 2017, we entered into an Employment Agreement (the “Rhee Employment Agreement”) with an effective date of April 3, 2017 with D. Jennifer Rhee, our Chief Financial Officer.

 

Pursuant to the Rhee Employment Agreement, Ms. Rhee receives an annual base salary of $300,000 for her first two years of employment. The Rhee Employment Agreement also requires that Ms. Rhee participate in our employee benefit programs and provide for other customary benefits.

 

Subject to approval of our board of directors, Ms. Rhee may receive a warrant to purchase up to 400,000 shares of our common stock, which warrant vests quarterly, in equal amounts, over 24 months beginning on April 3, 2017 and a warrant to purchase up to 150,000 shares of our common stock that will vest when certain milestones are achieved. The term of such warrants would be subject to the determination of our board of directors. In the event there is a “change of control” (as such term is defined in the Rhee Employment Agreement), the warrants, if issued, shall immediately vest.

 

Issuance of common shares

 

On May 4, 2017, the Board of Directors approved the issuance and sale of 1,123,266 shares of the Corporation's common stock, par value $.0001 per share at an offering price of $5.25 per share, for gross proceeds of $5,897,188. As of the filing date, the Company had received total proceeds which will be used for working capital and general corporate purposes principally.

 

The shares issued to investors were not registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the private offering safe harbor provision of Rule 506 of Regulation D.

 

The following table sets forth the condensed consolidated balance sheet of the Company as of February 28, 2017 on an as reported basis and on an unaudited pro forma basis, after giving effect to the sale of the shares:

 

   

Actual –

As Reported

    

Pro Forma –

As Adjusted

  
          (Unaudited)   
ASSETS            
Total current assets   $ 1,175,784     $ 7,072,972  
Total assets   $ 3,050,753     $ 8,947,941  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Total liabilities     913,231       913,231  
                 
Stockholders' Equity                
Series A Preferred stock par value $0.0001; 25,000,000 shares authorized; one share issued and outstanding     -       -  
Common stock par value $0.0001: 250,000,000 shares authorized; 31,451,973 and 32,575,239 shares issued and outstanding, respectively     3,146       3,258  
Additional paid-in capital     8,723,390       14,620,466  
Common stock issuable, 1,000,000 shares at February 28, 2017     5,500,000       5,500,000  
Accumulated deficit     (11,937,803 )     (11,937,803 )
Accumulated other comprehensive (loss) gain     (151,211 )     (151,211 )
Total stockholders' equity     2,137,522       8,034,710  
Total liabilities and stockholders' equity   $ 3,050,753     $  8,947,941  

 

The Company performed an evaluation of subsequent events through the date of filing of these financial statements with the SEC, noting no other items requiring disclosure.