Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2023 | Aug. 16, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | NEPTUNE WELLNESS SOLUTIONS INC. | |
Entity Central Index Key | 0001401395 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Small Business | true | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Title of 12(b) Security | Common shares, no par value | |
Trading Symbol | NEPT | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-33526 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 545 Promenade du Centropolis | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Laval | |
Entity Address, State or Province | QC | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | H7T 0A3 | |
City Area Code | 450 | |
Local Phone Number | 687-2262 | |
Entity Incorporation, State or Country Code | A8 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 24,117,599 |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,379,875 | $ 1,993,257 |
Short-term investment | 17,642 | 17,540 |
Trade and other receivables | 5,982,381 | 7,507,333 |
Prepaid expenses | 2,249,403 | 1,025,969 |
Inventories | 13,769,482 | 13,006,074 |
Total current assets | 23,398,783 | 23,550,173 |
Property, plant and equipment | 1,259,090 | 1,403,264 |
Operating lease right-of-use assets | 1,868,773 | 1,941,347 |
Intangible assets | 1,530,924 | 1,607,089 |
Goodwill | 2,480,080 | 2,426,385 |
Total assets | 30,537,650 | 30,928,258 |
Current liabilities: | ||
Trade and other payables | 29,486,667 | 27,051,561 |
Current portion of operating lease liabilities | 339,620 | 339,620 |
Loans and borrowings | 9,565,115 | 7,538,369 |
Provisions | 3,282,201 | 2,948,340 |
Liability related to warrants | 2,352,493 | 3,156,254 |
Total current liabilities | 45,026,096 | 41,034,144 |
Operating lease liabilities | 1,940,174 | 2,017,888 |
Loans and borrowings | 15,652,951 | 15,412,895 |
Other liability | 23,000 | 24,000 |
Total liabilities | 62,642,221 | 58,488,927 |
Shareholders' Equity (Deficiency): | ||
Share capital - without par value (21,822,149 shares issued and outstanding as of June 30, 2023; 11,996,387 shares issued and outstanding as of March 31, 2023) | 323,411,029 | 321,946,102 |
Warrants | 6,291,164 | 6,155,323 |
Additional paid-in capital | 58,755,071 | 58,138,914 |
Accumulated other comprehensive loss | (14,899,175) | (14,538,830) |
Deficit | (388,555,731) | (383,641,363) |
Total equity (deficiency) attributable to equity holders of the Company | (14,997,642) | (11,939,854) |
Non-controlling interest | (17,106,929) | (15,620,815) |
Total shareholders' equity (deficiency) | (32,104,571) | (27,560,669) |
Commitments and contingencies | ||
Total liabilities and shareholders' equity (deficiency) | $ 30,537,650 | $ 30,928,258 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common shares par value | $ 0 | $ 0 |
Common shares issued | 21,822,149 | 11,996,387 |
Common shares outstanding | 21,822,149 | 11,996,387 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Revenue from sales net of excise taxes of nil (2022 - $641,877) | $ 10,587,154 | $ 15,968,098 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | us-gaap:ProductMember | us-gaap:ProductMember |
Royalty revenues | $ 21,687 | $ 284,189 |
Other revenues | 18,976 | 19,941 |
Total revenues | 10,627,817 | 16,272,228 |
Cost of sales other than impairment loss on inventories | (7,817,051) | (17,671,698) |
Impairment loss on inventories | 0 | (3,079,997) |
Total cost of sales | $ (7,817,051) | $ (20,751,695) |
Cost, Product and Service [Extensible Enumeration] | us-gaap:ProductMember | us-gaap:ProductMember |
Gross profit (loss) | $ 2,810,766 | $ (4,479,467) |
Research and development expenses | (21,864) | (214,687) |
Selling, general and administrative expenses | (10,041,057) | (8,968,614) |
Impairment loss on assets held for sale | (815,661) | |
Net gain on sale of property, plant and equipment | 85,002 | |
Loss from operating activities | (7,252,155) | (14,393,427) |
Finance income | 1,424 | |
Finance costs | (1,793,179) | (916,522) |
Foreign exchange gain (loss) | (184,156) | 1,407,285 |
Loss on issuance of derivatives | (787,985) | (2,126,955) |
Gain on revaluation of derivatives | 3,616,993 | 9,523,700 |
Total other income (expense) | 851,673 | 7,888,932 |
Loss before income taxes | (6,400,482) | (6,504,495) |
Net loss | (6,400,482) | (6,504,495) |
Other comprehensive loss | ||
Net change in unrealized foreign currency losses on translation of net investments in foreign operations (tax effect of nil for all periods) | (360,345) | (2,791,479) |
Total other comprehensive loss | (360,345) | (2,791,479) |
Total comprehensive loss | (6,760,827) | (9,295,974) |
Net loss attributable to: | ||
Equity holders of the Company | (4,914,368) | (4,284,350) |
Non-controlling interest | (1,486,114) | (2,220,145) |
Net loss | (6,400,482) | (6,504,495) |
Total comprehensive loss attributable to: | ||
Equity holders of the Company | (5,274,713) | (7,075,829) |
Non-controlling interest | (1,486,114) | (2,220,145) |
Total comprehensive loss | $ (6,760,827) | $ (9,295,974) |
Basic loss per share attributable to: | ||
Equity holders of the Company | $ (0.3) | $ (0.72) |
Total loss per share, basic | (0.3) | (0.72) |
Diluted loss per share attributable to: | ||
Equity holders of the Company | (0.3) | (0.72) |
Total loss per share, diluted | $ (0.3) | $ (0.72) |
Basic weighted average number of common shares | 16,197,737 | 5,958,266 |
Diluted weighted average number of common shares | 16,197,737 | 5,958,266 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Excise taxes | $ 0 | $ 641,877 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Changes in Equity (Unaudited) - USD ($) | Total | Direct Offering | Share Capital | Share Capital Direct Offering | Warrants | Warrants Direct Offering | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Deficit | Equity Attributable to Equity Holders of the Company | Equity Attributable to Equity Holders of the Company Direct Offering | Equity Attributable to Non-controlling Interest |
Beginning balance at Mar. 31, 2022 | $ 60,837,599 | $ 317,051,125 | $ 6,079,890 | $ 55,980,367 | $ (7,814,163) | $ (323,181,697) | $ 48,115,522 | $ 12,722,077 | ||||
Beginning balance, shares at Mar. 31, 2022 | 5,560,829 | |||||||||||
Net loss for the period | (6,504,495) | (4,284,350) | (4,284,350) | (2,220,145) | ||||||||
Other comprehensive income (loss) for the period | (2,791,479) | (2,791,479) | (2,791,479) | |||||||||
Total comprehensive loss | (9,295,974) | (2,791,479) | (4,284,350) | (7,075,829) | (2,220,145) | |||||||
Contributions by and distribution to equity holders | ||||||||||||
Share-based payment | 2,706,153 | 2,706,153 | 2,706,153 | |||||||||
RSUs released, net of withholding taxes | (469,139) | $ 1,870,792 | (2,339,931) | (469,139) | ||||||||
RSUs released, net of withholding taxes, shares | 108,079 | |||||||||||
Shares issued during period, shares | 1,945,526 | |||||||||||
Total contributions by and distribution to equity holders | 2,237,014 | $ 1,870,792 | 366,222 | 2,237,014 | ||||||||
Total contributions by and distribution to equity holders, shares | 2,053,605 | |||||||||||
Ending balance at Jun. 30, 2022 | 53,778,639 | $ 318,921,917 | 6,079,890 | 56,346,589 | (10,605,642) | (327,466,047) | 43,276,707 | 10,501,932 | ||||
Ending balance, shares at Jun. 30, 2022 | 7,614,434 | |||||||||||
Beginning balance at Mar. 31, 2022 | 60,837,599 | $ 317,051,125 | 6,079,890 | 55,980,367 | (7,814,163) | (323,181,697) | 48,115,522 | 12,722,077 | ||||
Beginning balance, shares at Mar. 31, 2022 | 5,560,829 | |||||||||||
Net loss for the period | (88,800,000) | |||||||||||
Ending balance at Mar. 31, 2023 | (27,560,669) | $ 321,946,102 | 6,155,323 | 58,138,914 | (14,538,830) | (383,641,363) | (11,939,854) | (15,620,815) | ||||
Ending balance, shares at Mar. 31, 2023 | 11,996,387 | |||||||||||
Net loss for the period | (6,400,482) | (4,914,368) | (4,914,368) | (1,486,114) | ||||||||
Other comprehensive income (loss) for the period | (360,345) | (360,345) | (360,345) | |||||||||
Total comprehensive loss | (6,760,827) | (360,345) | (4,914,368) | (5,274,713) | (1,486,114) | |||||||
Contributions by and distribution to equity holders | ||||||||||||
Share-based payment | 616,157 | 616,157 | 616,157 | |||||||||
Warrants exercised | 541 | $ 881,875 | (881,334) | 541 | ||||||||
Warrants exercised (shares) | 5,410,600 | |||||||||||
Shares issued during period, amount | $ 1,600,227 | $ 583,052 | $ 1,017,175 | $ 1,600,227 | ||||||||
Shares issued during period, shares | 4,415,162 | |||||||||||
Total contributions by and distribution to equity holders | 2,216,925 | $ 1,464,927 | 135,841 | 616,157 | 2,216,925 | |||||||
Total contributions by and distribution to equity holders, shares | 9,825,762 | |||||||||||
Ending balance at Jun. 30, 2023 | $ (32,104,571) | $ 323,411,029 | $ 6,291,164 | $ 58,755,071 | $ (14,899,175) | $ (388,555,731) | $ (14,997,642) | $ (17,106,929) | ||||
Ending balance, shares at Jun. 30, 2023 | 21,822,149 |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Cash flows from operating activities: | |||
Net loss | $ (6,400,482) | $ (6,504,495) | $ (88,800,000) |
Adjustments: | |||
Depreciation of property, plant and equipment | 168,295 | 401,548 | |
Non-cash lease expense | 84,509 | 157,881 | |
Amortization of intangible assets | 87,792 | 479,209 | |
Share-based payment | 616,157 | 2,706,153 | |
Impairment loss on inventories | 0 | 3,079,997 | |
Expected credit losses | 34,543 | 15,000 | |
Loss on issuance of derivatives | 787,985 | 2,126,955 | |
Net finance expense | 1,793,179 | 915,098 | |
Unrealized foreign exchange (gain) loss | 184,156 | (137,909) | |
Interest paid | (61,853) | ||
Revaluation of derivatives | (3,616,993) | (9,523,700) | |
Impairment loss on assets held for sale | 815,661 | 15,346,119 | |
Payment of lease liabilities | (90,057) | ||
Net gains from sale of property, plant and equipment | (85,002) | ||
Changes in operating assets and liabilities | 1,114,851 | (828,526) | |
Net cash used in operating activities | (5,297,918) | (6,382,130) | (28,600,000) |
Cash flows from investing activities: | |||
Acquisition of property, plant and equipment | (3,745) | ||
Net cash used in investing activities | (3,745) | ||
Cash flows from financing activities: | |||
Repayment of loans and borrowings | (1,000,000) | ||
Net increase in loans and borrowings, net of financing fees | 2,008,952 | ||
Gross proceeds from the issuance of shares and warrants through a Direct Offering | 4,000,000 | 5,000,002 | |
Shares and warrants issuance costs | (758,628) | (465,211) | |
Proceeds from exercise of options and pre-funded warrants | 541 | 65 | |
Net cash provided by financing activities | 4,250,865 | 4,534,856 | |
Foreign exchange gain (loss) on cash and cash equivalents | 437,416 | (647,099) | |
Net decrease in cash and cash equivalents | (613,382) | (2,494,373) | |
Cash and cash equivalents, beginning of period | 1,993,257 | 8,726,341 | 8,726,341 |
Cash and cash equivalents as at June 30, 2023 and 2022 | 1,379,875 | 6,231,968 | $ 1,993,257 |
Cash and cash equivalents is comprised of: | |||
Cash | 1,379,875 | 6,231,968 | |
Changes in operating assets and liabilities: | |||
Trade and other receivables | 1,431,185 | (1,416,708) | |
Prepaid expenses | (1,226,629) | (1,117,453) | |
Inventories | (879,676) | (3,002,892) | |
Trade and other payables | 1,457,110 | 4,660,440 | |
Deferred revenues | 66,547 | ||
Provisions | 333,861 | 57,297 | |
Other liabilities | (1,000) | (75,757) | |
Changes in operating assets and liabilities | $ 1,114,851 | $ (828,526) |
Reporting Entity
Reporting Entity | 3 Months Ended |
Jun. 30, 2023 | |
Reporting Entity [Abstract] | |
Reporting entity | 1. Reporting entity : Neptune Wellness Solutions Inc. (the "Company" or "Neptune") is incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)). The Company is domiciled in Canada and its registered office is located at 100-545 Promenade du Centropolis, Laval, Québec. The condensed consolidated interim financial statements of the Company comprise the Company and its subsidiaries, Biodroga Nutraceuticals Inc. ("Biodroga"), SugarLeaf Labs, Inc. ("SugarLeaf"), 9354-7537 Québec Inc., Neptune Holding USA, Inc., Neptune Health & Wellness Innovation, Inc., Neptune Forest, Inc., Neptune Care, Inc. (formerly known as Neptune Ocean, Inc.), Neptune Growth Ventures, Inc., 9418-1252 Québec Inc., Neptune Wellness Brands Canada, Inc. and Sprout Foods, Inc. (“Sprout”). All subsidiaries are wholly-owned, except for Sprout for which the Company has a 50.1 % interest. Neptune is a diversified and fully integrated health and wellness company. Through its flagship consumer-facing brands, Neptune Wellness, Forest Remedies, Biodroga, MaxSimil®, Sprout®, Nosh® and NurturMe®, Neptune is redefining health and wellness by building a broad portfolio of natural, plant-based, sustainable and purpose-driven lifestyle brands and consumer packaged goods products in key health and wellness markets, including nutraceuticals and organic baby food. On June 8, 2022, Neptune announced the launch of a new Consumer Packaged Goods ("CPG") focused strategic plan to reduce costs, improve the Company's path to profitability and enhance current shareholder value. This plan builds on the Company's initial strategic review that took place in fall of 2021 and focuses on two primary actions: (1) the divestiture of the Company's Canadian cannabis business and (2) a realignment of focus and operational resources toward increasing the value of Neptune's CPG business. Sale of Cannabis Assets On October 17, 2022, Neptune announced an agreement to sell substantially all of its Cannabis assets (including, but not limited to, the production facility located in Sherbrooke, Québec and certain legal entities including various related brand names and trademarks, including MoodRing and PanHash) to PurCann Pharma Inc. These assets were reported as Assets Held For Sale ("AHFS") as of September 30, 2022. On November 9, 2022 the sale to PurCann Pharma Inc. was completed. Share consolidation and delisting from TSX On June 9, 2022, Neptune announced the completion of the Company's proposed consolidation of its common shares (the "Common Shares") on the basis of one (1) post-consolidation Common Share for every thirty-five (35) pre-consolidation Common Shares (the "Share Consolidation"). The post-consolidation Common Shares commenced trading on the NASDAQ and the TSX at the market open on June 13, 2022. The Share Consolidation reduced the number of Common Shares issued and outstanding from approximately 198 million Common Shares to approximately 5.7 million Common Shares as at June 13, 2022. These consolidated financial statements have been retroactively adjusted to reflect the Share Consolidation. As a result, the number of common shares, options, deferred share units ("DSUs"), restricted share units ("RSUs"), restricted shares and warrants, issuance and exercise prices of options, DSUs, RSUs, restricted shares and warrants, loss per share reflect the Share Consolidation. On July 29, 2022, Neptune announced that it has applied and received approval for a voluntary delisting of its common shares from the Toronto Stock Exchange ("TSX"). The delisting from the TSX will not affect the Company's listing on the Nasdaq Capital Market ("Nasdaq"). Neptune's common shares were delisted from the TSX at the close of trading on August 15, 2022. Going concern These condensed consolidated interim financial statements have been prepared on a going concern basis, which presumes that the Company will continue realizing its assets and discharging its liabilities in the normal course of business for the foreseeable future. The Company has incurred significant operating losses and negative cash flows from operations since inception. To date, the Company has financed its operations primarily through the public offering and private placement of Common Share units, consisting of Common Shares and warrants, convertible debt, the proceeds from research grants and research tax credits, and the exercises of warrants, rights and options. For the three-month period ended June 30, 2023, the Company incurred a net loss of $ 6.4 million and negative cash flows from operations of $ 5.3 million , and had an accumulated deficit of $ 388.6 million as of June 30, 2023. For the year ended March 31, 2023, the Company incurred a net loss of $ 88.8 million and negative cash flows from operations of $ 28.6 million . Furthermore, as at June 30, 2023, the Company’s trade and other payables exceed its total current assets. Accordingly, the Company is required to actively manage its liquidity and expenses and payments of payables are not being made as the amounts become due. In addition, the Company defaulted on certain conditions of its notes and while the defaults were subsequently waived (see note 8), there is no assurance as to the Company's ability to continue to comply with the terms in fiscal 2024. As of the date these financial statements are authorized for issuance, there is minimal cash balance. The Company requires funding in the very near term in order to continue its operations. The Company’s lack of cash resources and current share price may adversely affect its ability to raise new capital and execute its business strategy. If the Company is unable to obtain funding in the very near-term, it may have to cease operations and liquidate its assets. These conditions cast substantial doubt about the Company's ability to continue as a going concern. Going forward, the Company will seek additional financing in various forms. To achieve the objectives of its business plan, Neptune plans to raise the necessary funds through additional securities offerings and the establishment of strategic alliances. The ability of the Company to complete the needed financing and ultimately achieve profitable operations is dependent on a number of factors outside of the Company’s control and subject to market conditions. The Company’s business plan is dependent upon, among other things, its ability to achieve profitability, continue to obtain adequate ongoing debt and/or equity financing to finance operations within and beyond the next twelve months. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the going concern basis not be valid. These adjustments could be material. |
Basis of Preparation
Basis of Preparation | 3 Months Ended |
Jun. 30, 2023 | |
Disclosure Of Basis Of Preparation [Abstract] | |
Basis of preparation | 2. Basis of preparation: (a) Accounting framework: These condensed consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles (GAAP) as codified in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). (b) Functional and reporting currency: Effective March 31, 2022, the Company changed its reporting currency from Canadian dollars (“CAD”) to U.S. dollars (“USD”). This change in reporting currency has been applied retroactively such that all amounts in the consolidated financial statements of the Company and the accompanying notes thereto are expressed in U.S. dollars. References to "$" and "USD" are U.S dollars and references to “CAD $” and "CAD" are to Canadian dollars. For comparative purposes, historical consolidated financial statements were recast in U.S. dollars by translating (i) assets and liabilities at the closing exchange rate in effect at the end of the respective period, (ii) revenues, expenses and cash flows at the average exchange rate in effect for the respective period and (iii) equity transactions at historical exchange rates. Translation gains and losses are included as part of the cumulative foreign currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss. The assets and liabilities of foreign operations with a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Revenue and expenses are translated at the monthly average exchange rates for the period. Differences arising from the exchange rate changes are recorded within foreign currency translation adjustments, a component of other comprehensive income (loss). Transactions in foreign currencies are translated to the respective functional currencies of the Company’s subsidiaries at the average exchange rates for the period. The monetary items denominated in currencies other than the functional currency of a subsidiary are translated at the exchange rates prevailing at the balance sheet date. Non-monetary items denominated in currencies other than the functional currency are translated at historical rates. Gains and losses resulting from re-measurement are recorded in the Company’s consolidated statement of loss as foreign exchange gain (loss). As a result of the divestiture of its Canadian cannabis business, a significant portion of its remaining revenues, expenses, assets and liabilities are denominated in US dollars. In addition and as a result of the increasing operations in the U.S., Neptune changed its functional currency from Canadian dollars (“CAD”) to U.S. dollars (“USD”), effective October 1, 2022. This change in functional currency has been applied prospectively from the date of the change. All assets and liabilities were reported using the same USD values as previously reported under the USD reporting currency described above. The cumulative translation account in Neptune was effectively frozen and the accumulated balance as at September 30, 2022 is carried forward. Changes in the cumulative translation account after October 1, 2022 relate to conversion of subsidiary financial statements whose functional currency is not USD. As of October 1, 2022, the 2020 Warrants and 2021 Warrants no longer met the criteria for liability classification as a result of the change in functional currency and therefore were reclassified to equity on this date (see notes 11(f) and 13). (c) Use of estimates: The preparation of the condensed consolidated interim financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from the estimates made by management. Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Estimates include the following: • Estimating the write down of inventory. • Estimating expected credit losses for receivables. • Estimating the recoverable amount of non-financial assets, to determine and measure impairment losses on goodwill, intangibles, and property, plant and equipment. • Estimating the lease term of contracts with extension options and termination options. • Estimating the revenue from contracts with customers subject to variable consideration. • Estimating the fair value of bonus, options and warrants that are based on market and non-market conditions (note 13). • Estimating the fair value of the identifiable assets acquired, liabilities assumed, and consideration transferred of the acquired business, including the related contingent consideration and call option. • Estimating the litigation provision as it depends upon the outcome of proceedings (note 9). |
Significant accounting policies
Significant accounting policies | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant accounting policies | 3. Significant accounting policies: These unaudited Consolidated Interim Financial Statements have been prepared in accordance U.S. GAAP and on a basis consistent with those accounting principles followed by the Company and disclosed in note 2 of its Annual Consolidated Financial Statements for the year ended March 31, 2023, and should be read in conjunction with and Notes thereto. (a) Basis of consolidation: These consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated from the Company’s consolidated financial statements. On February 10, 2021, Neptune acquired a 50.1 % interest in Sprout Foods, Inc. (“Sprout” or “Sprout Foods”). The accounts of the subsidiary are included in the consolidated financial statements from that date. (b) Change in accounting principle To be consistent with the rest of the industry in which the Company is evolving, Management has decided to reclass certain costs from Cost of sales to Selling, general and administrative expenses other than impairment loss on inventories. The change has been applied retroactively to the comparatives figures; there is no impact on the deficit and the impacts on the statement of loss and comprehensive loss are as follows: Previously reported Effect of change Recasted Condensed consolidated interim statement of loss and comprehensive Cost of sales other than impairment loss on inventories $( 16,086,578 ) $( 1,585,120 ) $( 17,671,698 ) Total cost of sales ( 19,166,575 ) ( 1,585,120 ) ( 20,751,695 ) Gross profit (loss) ( 2,894,347 ) ( 1,585,120 ) ( 4,479,467 ) Selling, general and administrative expenses ( 10,553,734 ) 1,585,120 ( 8,968,614 ) Loss from operating activities ( 14,393,427 ) — ( 14,393,427 ) Net loss ( 6,504,495 ) — ( 6,504,495 ) Total comprehensive loss ( 9,295,974 ) — ( 9,295,974 ) (c) New standards and interpretations not yet adopted: New standards In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which amends ASC Topic 805, Business Combinations, ASU 2021-08 improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the (1) recognition of an acquired contract liability and (2) payment terms and their direct effect on subsequent revenue recognized by the acquirer. ASU 2021-08 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2022. The Company has adopted ASU 2021-08 for its fiscal year beginning April 1, 2023, and the Company’s evaluation of the impact of this adoption was immaterial on the financial statements presented. In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and earlier adoption is permitted beginning in the first quarter of fiscal 2019. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The purpose of this amendment is to create a two-tier rollout of major updates, staggering the effective dates between larger public companies and all other entities. This granted certain classes of companies, including Smaller Reporting Companies (“SRCs”), additional time to implement major FASB standards, including ASU 2016-13. Larger public companies will still have an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are permitted to defer adoption of ASU 2016-13, and its related amendments, until the earlier of fiscal periods beginning after December 15, 2022. The Company has adopted ASU 2016-13 for its fiscal year beginning April 1, 2023, and the Company’s evaluation of the impact of adoption was immaterial on the financial statements presented. Accounting pronouncements not yet adopted None for the moment. |
Business Combination and Dispos
Business Combination and Disposal | 3 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Business combination and Disposal | 4. Business combination and disposal: (a) Divesture of the Cannabis assets: On June 8, 2022, the Company announced a planned divestiture of the Canadian cannabis business and that the Company would focus on winding up its cannabis operations pending one or more sales transactions. Following this announcement, the Canadian cannabis disposal group assets met the criteria to be classified as held for sale. At September 30, 2022, the disposal group had been measured at fair value less cost to sell and impaired to reflect the asset sale and purchase agreement (the "ASPA") signed with a third-party on October 16, 2022 for $ 3,790,340 ($ 5,150,000 CAD), with cost to sell the Canadian cannabis disposal group asset in the amount of $ 586,783 , for net assets held for sale of $ 3,203,557 , resulting in an impairment loss of $ 15,346,119 for the year ended March 31, 2023. The transaction closed on November 9, 2022. (b) Acquisition of a controlling interest in Sprout Foods: On February 10, 2021 , Neptune acquired a 50.1 % equity interest in Sprout Foods, Inc. (“Sprout” or “Sprout Foods”). Sprout’s other equity interest owners granted Neptune a call option (the "Call Option") to purchase the remaining 49.9 % outstanding equity interests of Sprout, at any time beginning on January 1, 2023 and ending on December 31, 2023. The total consideration payable for the additional shares (“Call Shares”) upon the exercise of the Call Option and the closing of Neptune's acquisition of the Call Shares would be equal to the total equity value of the Call Shares, which would be based upon the applicable percentage acquired by Neptune of the total enterprise value for Sprout. As at the close of the transaction, the value of the asset related to the Call Option was determined to be $ 5,523,255 , representing the difference between the market price and the contract value of the Call Option, discounted at a rate of 8.9 % and assuming the transaction would take place on January 1, 2023. To establish the market price, the multiples selected were 2.3x for revenues and 12.0x for EBITDA, based on analysis of average and median industry multiples, and were adjusted to consider a 20% discount; the multiples to be used as per the contract are 3.0x for revenues and 15.0x for EBITDA, weighted at 50%. As at March 31, 2022, the fair value of the asset was remeasured to nil , generating a loss on re-measurement of $ 5,598,198 accounted under revaluation of derivatives for the year ended on that date. As at June 30, 2023 , the fair value of the asset remains nil . |
Inventories
Inventories | 3 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories: June 30, March 31, Raw materials $ 5,027,142 $ 5,314,450 Finished goods 8,275,324 7,360,850 Supplies and spare parts 467,016 330,774 $ 13,769,482 $ 13,006,074 During the three-month ended June 30, 2023, the Company recorded impairment losses of $ nil (2022 – $ 3,079,997 ) as a result of inventory measurements to their net realizable value. The write-down of inventories during the quarter ended June 30, 2022 was related to assets held for sale inventories that were not expected to be realized. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 6. Property, plant and equipment: During the year ended March 31, 2023, property, plant and equipment related to the Canadian cannabis asset group were classified as assets held for sale on the balance sheet (refer to note 4(b)). As indicated in note 4(b), the Cannabis related assets were written down, resulting in impairment losses of $ 15,346,119 for the year ended March 31, 2023, of which $ 815,661 was recorded during the three-month period ended June 30, 2022 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and intangible assets: The Company assesses at each reporting date whether there is an indication that an asset group or a reporting unit may be impaired. During the fourth quarter of year ended March 31, 2023, the Company performed an annual impairment testing of the Sprout goodwill . The Company compared the carrying amount of the reporting unit to the fair value. The fair value of the Sprout reporting unit was determined to be lower than the carrying value and a $ 11,971,965 goodwill impairment loss was recorded in the fourth quarter of the year ended March 31, 2023, resulting in no goodwill remaining. The fair value of the reporting unit was estimated using a discounted cash flow model with a WACC pre-tax discount rate of 11.6 %. The discount rate represents the WACC for comparable companies operating in similar industries as the reporting unit, based on publicly available information. Determination of the WACC requires separate analysis of the cost of equity and debt, and considers a risk premium based on an assessment of risks related to the projected cash flows of the reporting unit. During the fourth quarter of the year ended March 31, 2023, all of the trademark intangible assets on Sprouts books were also impaired, which resulted in an impairment of $ 15,385,531 . These impairments were mostly due to revised expected cash inflows based on the Company's latest projections. During the third quarter of the year ended March 31, 2023 due to the Company’s sustained decrease in share price, the Company concluded a triggering event occurred and performed a quantitative impairment test for the Sprout reporting unit. Based on the results of the Company’s third quarter impairment analysis, the estimated fair value of the Sprout reporting unit exceeded its carrying value, and no impairment was recognized. During the second quarter of year ended March 31, 2023, there were changes in the general economic and financial conditions of the markets the Company serves. The Company’s Sprout reporting unit was adversely impacted during the second quarter of 2022 by these conditions, which impacted the operating results. Accordingly, management concluded that these factors were indicators of impairment. As a result, management performed an impairment test for the Sprout reporting unit, for which it revised its assumptions on projected earnings and cash flows growth, as well as its assumptions on discount rates used to apply to the forecasted cash flows, using its best estimate of the conditions existing at September 30, 2022. The Company compared the carrying amount of the reporting unit to the fair value. The fair value of the Sprout reporting unit was determined to be lower than the carrying value and a $ 7,570,471 goodwill impairment loss was recorded in the quarter ended September 30, 2022. Due to the impairment losses recorded in this quarter, there is no headroom between the fair value of the reporting unit and its carrying value and therefore, changes in assumptions in future periods may result in additional impairment charges. The Company also identified a trigger or impairment related to its intangible assets and recorded an impairment of $ 2,593,529 for the Sprout trademarks. The fair value was determined using a relief from royalty model. As part of the impairment testing process, during the above periods in fiscal 2023, the Company considered a number of factors including, but not limited to, current macroeconomic conditions such as inflation, economic growth, and interest rate movements, industry and market considerations, stock price performance (including performance relative to peers) and overall financial performance of the Sprout reporting unit. Although management used its best estimate to assess the potential impact of the changes in the general economic conditions on the Company’s business, management exercised significant judgment to estimate forecasted cash flows and discount rate, using assumptions which are subject to significant uncertainties. For trademarks, the fair value was determined using a relief from royalty model, for which the rate used is a significant assumption. Cash flows were projected based on past experience, actual operating results and the three-year business plan including a terminal growth rate of 3.5 %. The most significant assumptions used to estimate the fair values using a discounted cash flow model included the forecasted revenue, gross margins, net working capital investment, terminal value as well as the discount rate. These significant assumptions are classified as Level 3 in the fair value hierarchy, signifying that they are not based on observable market data. A decrease in the projected cash flow or an increase in discount rate could have resulted in a higher impairment charge. There was no change to the fair value of the Biodroga goodwill, aside from currency translation induced changes. The aggregate amount of goodwill is allocated to each reporting unit as follows: June 30, March 31, Biodroga $ 2,480,080 $ 2,426,385 $ 2,480,080 $ 2,426,385 |
Provisions
Provisions | 3 Months Ended |
Jun. 30, 2023 | |
Disclosure Of Provisions [Abstract] | |
Provisions | 9. Provisions (a) During the year ended March 31, 2019, the Company received a judgment from the Superior Court of Québec (the “Court”) in respect of certain royalty payments alleged to be owed and owing to a former chief executive officer of the Company (the “Former CEO”) pursuant to the terms of an agreement entered into on February 23, 2001 between Neptune and the Former CEO (the “Royalty Agreement”). The Company appealed the judgment which was dismissed by the Court of Appeal of Québec in February 2021. Under the terms of the Royalty Agreement and as maintained by the court, annual royalties of 1 % of the sales and other revenue made by the Company on a consolidated basis are payable by the Company to the Former CEO biannually, but only to the extent that the cost of the royalty would not cause the Company to have a loss before interest, taxes and amortization (in which case, the payments would be deferred to the following fiscal year). As of June 30, 2023, a provision of $ 1,027,904 (March 31, 2023 - $ 963,808 ) has been recorded by the Company. During the three-month ended June 30, 2023, the Company increased the provision by $ 64,096 and made no payments to the Former CEO in relation to this provision. During the three-month period ended June 30, 2022, the Company increased the provision by $ 126,204 , recorded foreign currency translation adjustments of $ ( 11,031 ) , and made no payments to the Former CEO in relation to this provision. Effective as of September 20, 2022, the Company notified the Former CEO that it was exercising its legal rights to terminate the Royalty Agreement. In response to such termination, the Former CEO is seeking a declaratory judgment that the Company did not have the legal right to terminate the Royalty Agreement. (b) In September 2020, Neptune submitted a claim and demand for arbitration against Peter M. Galloway and PMGSL Holdings, LLC (collectively “PMGSL”) in accordance with the SugarLeaf Asset Purchase Agreement (“APA”) dated May 9, 2019 between Neptune, PMGSL, Peter M. Galloway and Neptune Holding USA, Inc. Separately, PMGSL submitted a claim and demand for arbitration against Neptune. The Neptune claims and PMGSL claims have been consolidated into a single arbitration and each are related to the purchase by Neptune of substantially all of the assets of the predecessor entities of PMGSL Holdings, LLC. Neptune is claiming, among other things, breach of contract and negligent misrepresentation by PMGSL in connection with the APA and is seeking, among other things, equitable restitution and any and all damages recoverable under law. PMGSL is claiming, among other things, breach of contract by Neptune and is seeking, among other things, payment of certain compensation contemplated by the APA. A merit hearing in the arbitration started in April 2022 with a further week of testimony from August 1 to August 5, 2022. On June 15, 2022, a one-day hearing took place on Neptune's motion to enforce a settlement agreement reached on April 2021 (which was repudiated by PMGSL in June 2021). Following oral argument on July 7, 2022, that motion was denied and a fee award of approximately $ 68,000 was entered against Neptune. On April 13, 2023, PMGSL filed a lawsuit in Florida Superior Court to collect that fee award. Neptune disputes the Florida Court’s jurisdiction in over that action. While Neptune believes there is no merit to the claims brought by PMGSL, a judgment in favor of PMGSL may have a material adverse effect on our business and Neptune intends to continue vigorously defending itself. Based on currently available information, a provision of $ 600,000 has been recognized for this case as at June 30, 2023 and March 31, 2023). (c) A supplier of cannabis initiated a lawsuit against the Company's subsidiary, 9354-7537 Quebec Inc., ("9354") for breach of a Wholesale Cannabis Supply Agreement (the “Supply Agreement”) for the purchase of cannabis trim. The purchased trim was rejected by 9354 due to quality concerns. The supplier refused to refund the purchase price and ultimately sued 9354 for breach of the Supply Agreement. The matter proceeded to trial in November 2021, and on March 23, 2022, an arbitrator entered an arbitration award against 9354 for the full purchase price of the trim. With fees and costs, the final arbitrator’s award entered against 9354 was $ 1,127,024 , plus applicable interest. During the quarter ended June 30, 2022, the parties engaged into settlement negotiations which resulted in the execution of a settlement agreement dated July 13, 2022 . As at June 30, 2022, the payable was revised to the settlement amount of $ 543,774 which resulted in the recognition of a settlement gain of $ 583,430 under Selling, general and administrative expenses for the three-month period ended June 30, 2022. During the year ended March 31, 2023, the Company made aggregate payments of $ 515,464 to the supplier, and recorded foreign currency translation adjustments of $( 63,381 ). The Company made the final payment on October 12, 2022. This provision was included in trade and other payables. As at June 30, 2023 , the balance of this payable was nil . (d) On March 16, 2021, a purported shareholder class action was filed in United States District Court for the Eastern District of New York against the Company and certain of its current and former officers alleging violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934, with respect to the Company’s acquisition of SugarLeaf Labs, Inc. On October 21, 2022, the Company announced that it had agreed to settle and resolve the purported shareholder class action for a gross payment to the class of between $ 4 and $ 4.25 million, with the exact amount being within the Company’s control and dependent on the type of consideration used. The settlement was subject to court approval and certification by the court of the class. On March 16, 2023 the settlement offer was accepted and the first payment in the amount of $ 500,000 was paid on March 22, 2023. Two additional payments of $ 500,000 each were subsequently made, on April 21, 2023 and May 4, 2023. The court has set a final approval hearing on July 28, 2023. Neptune intends to pay the balance of the settlement in securities worth $ 2,750,000 within 31 days after the Final Approval Order is entered. The balance of the settlement is included in trade and other payables. (e) As at June 30, 2023, the Company has various additional other provisions for legal fees obligations for an aggregate amount of $ 1,654,297 (March 31, 2023 – $ 1,384,532 ). |
Liability Related to Warrants
Liability Related to Warrants | 3 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Liability Related to Warrants | . Liability related to warrants: The Company has issued common shares, pre-funded warrants and warrants as part of its financing arrangements which are exercisable for a variable number of shares. Common shares and pre-funded warrants are classified as equity. Warrants are classified as liabilities rather than equity. As of October 1, 2022, as a result of the change in functional currency of Neptune, the 2020 Warrants and 2021 Warrants no longer met the criteria for liability classification and therefore were reclassified as equity prospectively (see note11(f)). On May 11, 2023, the Company announced its public offering ("May 2023 Direct Offering") of 12,121,212 of its common shares (or common share equivalents in lieu thereof) and accompanying warrants to purchase up to an aggregate of 12,121,212 common shares at a combined public offering price of $ 0.33 per share and accompanying warrant, resulting in gross proceeds of approximately $ 4.0 million. The warrants have an exercise price of $ 0.33 per share, are immediately exercisable upon issuance and will expire five years following the date of issuance. The closing of the offering occurred on May 15, 2023. On that day, the Company issued 4,415,162 common shares and 7,706,050 pre-funded warrants, along with 12,121,212 warrants (the "May 2023 Warrants"). As of June 30, 2023 , 5,410,600 common shares were issued upon exercise of pre-funded warrants, leaving 2,295,450 pre-funded warrants outstanding; none of the May 2023 Warrants have been exercised to date. Proceeds of the $ 4,000,000 May 2023 Direct Offering were allocated between common shares and warrants first by allocating proceeds to the warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which includes the Pre-Funded Warrants. The fair value of the liability-classified warrants was determined using Bi-nomial model, resulting in an initial warrant liability of $ 2,025,247 for the May 2023 Warrants. The Pre-Funded Warrants were also valued using the Binomial model, resulting in $ 1,255,240 relative fair value recorded under equity, and by difference, $ 719,513 was allocated to the Common Shares. The Company is in need of financing to be able to continue its activities as described in note 1. Certain Pre-Funded Warrants were exercised in part during the three-month period ended June 30, 2023 for gross proceeds of $ 541 . Total issue costs related to this direct offering were of $ 758,628 , of which $ 136,461 were recorded under common stock, $ 238,065 were recorded under equity warrants and $ 384,102 were recorded under finance costs. In connection with the offering closed on May 15, 2023, the Company has agreed that certain existing warrants to purchase up to an aggregate of 8,423,732 common shares that were previously issued in March 2022, June 2022, and October 2022, at exercise prices ranging from $ 1.62 to $ 11.20 per share and expiration dates ranging from September 14, 2023 to June 23, 2029, will be amended effective upon the closing of the offering, to reduce the exercise prices of the applicable warrants to $ 0.33 , with expiration dates five years following the closing of the offering, with the exception of Series C Warrants to purchase up to 972,763 common shares which will expire on June 23, 2029 as currently contemplated. This amendment resulted in a loss of $ 787,985 on remeasurement of warrant liabilities in the first quarter of fiscal 2024. On January 12, 2023, Neptune closed on a senior secured notes financing (such notes, the "Notes") for gross proceeds of $ 4,000,000 with CCUR Holdings, Inc. and Symbolic Logic, Inc. (collectively, the "Noteholders"). Pursuant to the terms of the Notes, the Company also issued to the Noteholders warrants ("January 2023 Warrants") to purchase an aggregate of 850,000 shares of Neptune common stock, with each warrant exercisable for 5 years following the initial issuance at a price of $ 0.53 per common share. Based on the fair value of the warrants as at the date of closing, which was determined using a Binomial model, the Company recorded the full proceeds to liabilities, with an initial liability related to warrants of $ 338,320 for a fair value of the senior notes of $ 3,661,680 . On October 11, 2022, the Company closed a registered direct offering ("October 2022 Direct Offering") of 3,208,557 of its Common Shares and warrants ("Series E Warrants") to purchase up to 6,417,114 Common Shares in the concurrent Private Placement. The combined purchase price for one Common Share and one warrant was $ 1.87 . The Series E Warrants have an exercise price of $ 1.62 per Common Share, are exercisable immediately following the date of issuance and will expire five years from the date of issuance. The Company received gross proceeds of $ 6,000,002 and net proceeds of $ 5,135,002 after deducting the placement agent fees and expenses, and the Company’s offering expenses. Based on the fair value of the warrants as at the date of closing, which was determined using a Black-Scholes model, the Company recorded the full proceeds to liabilities, with an initial liability of $ 7,029,614 and a loss on initial recognition of $ 1,029,614 . Because the fair value of the liability classified warrant exceeded the total proceeds, no consideration was allocated to the Common Shares. Total issue costs related to this offering of $ 865,000 were recorded under finance costs. On June 23, 2022, Neptune issued a total of 645,526 pre-funded warrants (“Pre-Funded Warrants”), along with 1,300,000 common shares of the Company, as part of a registered direct offering ("June 2022 Direct Offering"). Each Pre-Funded Warrant was exercisable for one Common Share. The common shares and the Pre-Funded Warrants were sold together with 1,945,526 Series C Warrants (the "Series C Warrants"), and 1,945,526 Series D Warrants (the "Series D Warrants") and collectively, the "June 2022 Common Warrants". Each of the June 2022 Common Warrant is exercisable for one common share. Each of the common share and Pre-Funded Warrants and the accompanying June 2022 Common Warrants were sold together at a combined offering price of $ 2.57 , for aggregate gross proceeds of $ 5,000,002 before deducting fees and other estimated offering expenses. The Pre-Funded Warrants are funded in full at closing except for a nominal exercise price of $ 0.0001 and are exercisable commencing on the Closing Date and will terminate when such Pre-Funded Warrants are exercised in full. When issued, the Series C Warrants and the Series D Warrants had an exercise price of $ 2.32 per share and can be exercised for a period of 5 years and 2 years respectively from the date of issuance. On October 6, 2022, the Company agreed to extend the termination date of 972,763 Series C Warrants by two years . Proceeds of the June 2022 Direct Offering were allocated between common shares and warrants first by allocating proceeds to the warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which includes the Pre-Funded Warrants. The fair value of the liability-classified warrants was determined using the Black-Scholes model, resulting in an initial warrant liability of $ 4,046,836 for the Series C Warrants and $ 3,080,121 for the Series D Warrants. Because the fair value of the liability classified warrant exceeded the total proceeds, no consideration was allocated to the Common Shares and Pre-Funded Warrants and a loss $ 2,126,955 w as immediately recognized in the net loss of the period as there were no additional rights or privileges identified. The Pre-Funded Warrants were exercised in full on June 24, 2022 for gross proceeds of $ 65 . Total issue costs related to this private placement of $ 465,211 , were recorded under finance costs. In addition to the issuance cost specific to the direct offering, the Company incurred legal fees in connection with all financing arrangements in the year ended March 31, 2023 which amounted to $ 170,739 . During the month of August 2022, a total of 201,207 Series C Warrants and 972,763 Series D Warrants were exercised at $ 2.32 each in cashless transactions, which resulted in an aggregate total of 384,446 shares being issued for an aggregate value of $ 1,769,000 . The fair value of the Series C Warrants and Series D Warrants liability was determined using the Binomial model. Warrants are revalued each period-end at fair value and accounted for in the Company's profit and loss statement under “gain on revaluation of derivatives”. Changes in the value of the liability related to the warrants for the three-month period ended June 30, 2023 and 2022 were as follows: Warrants Amount Outstanding as at March 31, 2022 1,925,929 $ 5,570,530 Warrants issued during the period 3,891,052 7,126,957 Net revaluation gain ( 9,523,700 ) Movements in exchange rates ( 5,840 ) Outstanding as at June 30, 2022 5,816,981 $ 3,167,947 Outstanding as at March 31, 2023 11,412,770 $ 3,156,254 Warrants issued during the period 12,121,212 2,025,247 Net revaluation gain ( 2,829,008 ) Outstanding as at June 30, 2023 23,533,982 $ 2,352,493 The following table provides the relevant information on the outstanding warrants as at June 30, 2023: Reference Date of issuance Number of warrants outstanding Number of warrants exercisable Exercise price Expiry date Series A Warrants March 14, 2022 714,287 714,287 $ 0.33 May 15, 2028 Series B Warrants March 14, 2022 714,287 714,287 $ 0.33 May 15, 2028 Series C Warrants June 23, 2022 771,556 771,556 $ 0.33 May 15, 2028 Series C Warrants June 23, 2022 972,763 972,763 $ 0.33 June 23, 2029 Series D Warrants June 23, 2022 972,763 972,763 $ 0.33 May 15, 2028 Series E Warrants October 11, 2022 2,139,038 2,139,038 $ 1.62 October 11, 2027 Series E Warrants October 11, 2022 4,278,076 4,278,076 $ 0.33 May 15, 2028 January 2023 Warrants January 12, 2023 850,000 850,000 $ 0.53 January 12, 2028 May 2023 Warrants May 15, 2023 12,121,212 12,121,212 $ 0.33 May 15, 2028 23,533,982 23,533,982 $ 0.45 The derivative warrant liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value for the three-month periods ended June 30, 2023 and 2022 is presented in the following tables: 2020 Warrants 2021 Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $— $ 309,769 $— $ 306,704 Change in fair value to date of transfer to equity — ( 288,585 ) — ( 284,062 ) Translation effect — ( 1,598 ) — ( 8,985 ) Balance - end of period $— $ 19,586 $— $ 13,657 Series A Warrants Series B Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ 106,207 $ 3,270,816 $ 3,641 $ 1,683,241 Change in fair value ( 32,269 ) ( 2,862,450 ) 70,297 ( 1,608,960 ) Translation effect — ( 17,994 ) — ( 7,900 ) Balance - end of period $ 73,938 $ 390,372 $ 73,938 $ 66,381 Series C Warrants Series D Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ 494,289 $— $ 153,598 $— Warrants issued during the period — 4,046,836 — 3,080,121 Change in fair value ( 308,406 ) ( 2,415,483 ) ( 52,905 ) ( 2,064,160 ) Translation effect — 17,379 — 13,258 Balance - end of period $ 185,883 $ 1,648,732 $ 100,693 $ 1,029,219 Series E Warrants January 2023 Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ 2,046,082 $— $ 352,437 $— Change in fair value ( 1,461,489 ) — ( 273,689 ) — Balance - end of period $ 584,593 $— $ 78,748 $— May 2023 Warrants June 30, June 30, Balance - beginning of period $— $— Warrants issued during the period 2,025,247 — Change in fair value ( 770,547 ) — Balance - end of period $ 1,254,700 $— The fair value of the derivative warrant liabilities was estimated using the Black-Scholes option pricing model and based on the following assumptions: 2020 Warrants 2021 Warrants June 30, June 30, June 30, June 30, Share price N/A $ 1.40 N/A $ 1.40 Exercise price N/A $ 78.75 N/A $ 78.75 Dividend yield N/A — N/A — Risk-free interest N/A 2.99 % N/A 3.00 % Remaining contractual life (years) N/A 3.32 N/A 4.14 Expected volatility N/A 92.6 % N/A 89.2 % Series A Warrants Series B Warrants June 30, June 30, June 30, June 30, Share price $ 0.15 $ 1.40 $ 0.15 $ 1.40 Exercise price $ 0.33 $ 11.20 $ 0.33 $ 11.20 Dividend yield — — — — Risk-free interest 4.15 % 3.01 % 4.15 % 2.83 % Remaining contractual life (years) 4.88 5.21 4.88 1.21 Expected volatility 110.6 % 85.4 % 110.6 % 96.4 % Series C Warrants Series D Warrants June 30, June 30, June 30, June 30, Share price $ 0.15 $ 1.40 $ 0.15 $ 1.40 Exercise price $ 0.33 $ 2.32 $ 0.33 $ 2.32 Dividend yield — — — — Weighted average risk-free interest 4.10 % 3.01 % 4.15 % 2.92 % Weighted average remaining contractual life (years) 5.50 4.98 4.88 1.98 Weighted average expected volatility 107.7 % 86.3 % 110.6 % 93.5 % Series E Warrants January 2023 Warrants June 30, October 11, 2022 June 30, January 12, 2023 Share price $ 0.15 $ 1.54 $ 0.15 $ 0.53 Weighted average exercise price $ 0.76 $ 1.62 $ 0.53 $ 0.53 Dividend yield — — — — Weighted average risk-free interest 4.19 % 4.14 % 4.21 % 3.53 % Weighted average remaining contractual life (years) 4.68 5.00 4.54 5.00 Weighted average expected volatility 112.2 % 90.4 % 113.4 % 98.2 % May 2023 Warrants June 30, May 15, 2023 Share price $ 0.15 $ 0.22 Exercise price $ 0.33 $ 0.33 Dividend yield — — Risk-free interest 4.15 % 3.46 % Remaining contractual life (years) 4.88 5.00 Expected volatility 110.6 % 110.9 % The Company measured its derivative warrant liabilities at fair value on a recurring basis. These financial liabilities were measured using level 3 inputs. The Company uses the historical volatility of the underlying share to establish the expected volatility of the warrants. An increase or decrease in this assumption to estimate the fair values using the Binomial model option pricing model would result in an increase or a decrease in the fair value of the instruments, respectively. |
Loans and Borrowings
Loans and Borrowings | 3 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Loans and borrowings | 8. Loans and borrowings: June 30, March 31, Promissory note originally of $ 10,000,000 and increased to $ 13,000,000 on July 13, 2022, issued by Sprout, to Morgan Stanley Expansion Capital ("Morgan Stanley" or "MSEC"), guaranteed by the Company and secured through a first-ranking mortgage on all movable current and future, corporeal and incorporeal, and tangible and intangible assets of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing September 30, 2022. Interest is compounded and is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal and accrued interest may also be converted, in whole or in part, at any time before February 1, 2024, upon the mutual consent of Sprout, the Company and MSEC, into common shares of the Company. In connection with the increase of $ 3,000,000 of the promissory note, MSEC was issued 372,670 common shares of Neptune of a value of $ 570,185 . On April 27, 2023, the note maturity has been extended from February 1, 2024 to December 31, 2024, which will bear interest at the rate of 15.0 % per annum to December 31, 2023, payable in kind, and 10.0 % per annum, payable in kind, and 5.0 % per annum payable in cash, from and after January 1, 2024. $ 16,077,519 $ 15,622,508 Promissory note of $ 250,000 issued by Sprout on August 26, 2022, guaranteed by the Company and secured by the issued and outstanding capital stock of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing September 30, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal is payable on February 1, 2024 in cash, or, upon the prior consent of the holder, fully or partially in common shares of Neptune at the Company's discretion. Neptune issued 36,765 common shares for a value of $ 75,736 in connection with this promissory note. 240,263 218,517 Promissory notes totaling $ 550,000 issued by Sprout on November 8, 2022, guaranteed by the Company and secured by the issued and outstanding capital stock of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing December 31, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal is payable on February 1, 2024 in cash, or, upon the prior consent of the holder, fully or partially in common shares of Neptune at the Company's discretion. Neptune issued 146,330 common shares for a value of $ 96,578 in connection with these promissory notes. 535,377 496,061 Senior secured notes (the "Notes") issued by the Company on January 12, 2023 for gross proceeds of $ 4,000,000 pursuant to the Note Purchase Agreement with CCUR Holdings, Inc. ("Collateral Agent") and the purchasers named therein. The Notes will mature 12 months from the initial closing and bear interest at a rate of 16.5 % per annum. The Notes are secured by the assets of Neptune excluding the assets of Sprout. Interest will be payable in kind on the first 6 monthly payment dates after the initial closing date and thereafter will be payable in cash. The lender has the right to demand immediate repayment in the event of default of certain covenants. The Company defaulted on certain conditions of the Notes and entered into Waiver and First Amendment to the Notes (the "Waiver Agreement") on March 9, 2023. The Waiver Agreement waived certain administrative, regulatory and financial statement related covenants and the Notes were amended to provide that the Purchasers shall be paid an exit fee in the aggregate amount of $ 200,000 , payable as follows: (i) on or prior to May 15, 2023, $ 100,000 and (ii) on the Maturity Date (as defined in the Note Purchase Agreement), $ 100,000 . The interest rate was also increased to 24 % for a period extending until the Company meets specified criteria in the Waiver Agreement which occurred on March 21, 2023. Amongst other covenants, the Notes require timely filling of financial statements. Debt issuance costs totaling $ 713,320 were capitalized to this loan, including the issuance by Neptune of 850,000 January 2023 Warrants of a value of $ 338,320 . 3,161,812 3,607,116 Accounts receivable factoring facility contracted by Sprout on January 25, 2023, to which an inventory financing through an Invoice Purchase and Security Agreement partnership with Alterna Capital Solutions LLC, was added effective April 21, 2023. The maximum available has been amended to $ 7.5 million, from $ 5.0 million previously announced on January 25, 2023. The terms of the agreement include a Funds Usage Fee of prime plus 1 % with a minimum interest rate of 8 % per annum. The lender was granted a security interest in Sprout's accounts receivable and inventory. The agreement will remain in effect for a 12-month period, effective January 23, 2023, and will be eligible for renewal. Neptune guaranteed the obligations of Sprout in connection with this agreement. 4,934,417 2,762,110 Promissory note of $ 300,000 issued by Sprout on March 11, 2023, guaranteed by the Company and secured by the issued and outstanding capital stock of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing March 31, 2023. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal is payable on February 1, 2024 in cash, or, upon the prior consent of the holder, fully or partially in common shares of Neptune at the Company's discretion. Neptune issued 111,111 268,678 244,952 warrants exercisable at a price of $ 0.54 in connection with this promissory note. The fair value of these warrants was $ 37,723 (refer to note 14(f)). 25,218,066 22,951,264 Less current portion of loans and borrowings 9,565,115 7,538,369 Loans and borrowings $ 15,652,951 $ 15,412,895 On May 22, 2023, the Company entered into a Waiver and Second Amendment to Note Purchase Agreement (the "Waiver Agreement"), with CCUR Holdings, Inc. and the purchasers named therein, related to the Note Purchase Agreement dated as of January 12, 2023 . The Waiver Agreement provides that the required prepayment of $ 2.0 million (the "Mandatory Prepayment"), due as of May 15, 2023 , is waived, in part, until July 31, 2023, or for an additional thirty days thereafter if the Company has filed a Registration on Form S-1 with the Securities and Exchange Commission by July 31, 2023. Pursuant to the Waiver Agreement, the Company was required to pay, and has paid, $ 1.0 million of the Mandatory Prepayment. For the period beginning on March 31, 2023, through and including the date that the entire Mandatory Prepayment, including interest and fees is paid, interest on the sum of the outstanding principal amounts will accrue at the rate of twenty four percent ( 24 %) per annum. Thereafter, interest will revert to the rate otherwise provided under the Note Purchase Agreement. The Company also agreed to pay an extension fee in an aggregate amount of $ 138,606 , which was added to the principal amount due. On May 10, 2023, Neptune announced that Sprout has secured inventory financing through an Invoice Purchase and Security Agreement partnership with Alterna Capital Solutions LLC, effective April 21, 2023. The maximum available has been amended to $ 7.5 million, from $ 5.0 million previously announced on January 25, 2023, adding a line of inventory to the accounts receivable factoring facility that is already in place. On April 27, 2023, the Company announced that Sprout extended the maturity of its existing $ 13 million secured promissory note with MSEC. The note maturity has been extended from February 1, 2024 to December 31, 2024, which will bear interest at the rate of 15.0 % per annum through and including December 31, 2023, payable in kind, and 10.0 % per annum, payable in kind, and 5.0 % per annum payable in cash, from and after January 1, 2024. During the three-month ended June 30, 2023, interest expense of $ 955,890 was recognized on loans and borrowings (2022 - $ 250,000 ). In addition there was $ 163,355 in factoring fees and an exit fee of $ 138,606 for the three month period ended June 30 2023 with no corresponding amounts in the same period for 2022. |
Capital and other components of
Capital and other components of equity | 3 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Capital and other components of equity | 11. Capital and other components of equity: (a) Share capital: Authorized capital stock: Unlimited number of shares without par value: • Common shares Preferred shares, issuable in series, rights, privileges and restrictions determined at time of issuance: • Series A preferred shares, non-voting, non-participating, fixed, preferential, and non-cumulative dividend of 5 % of paid-up capital, exchangeable at the holder’s option under certain conditions into common shares ( no ne issued and outstanding). All issued shares are fully paid. (b) Share options exercised: During the three-month periods ended June 30, 2023 and 2022, Neptune issued no common shares of the Company upon exercise of stock options. (c) DSUs released: During the three-month periods ended June 30, 2023 and 2022 , Neptune issued no common shares of the Company for the release of DSUs to former and current members of the Board of Directors. (d) RSUs released: During the three-month period ended June 30, 2023, Neptune issued no common shares of the Company for RSUs released to the CEO as part of his employment agreement. During the three-month period ended June 30, 2022 , Neptune issued 108,079 common shares of the Company to the CEO as part of his employment agreement at a weighted average price of $ 8.74 per common share. The Corporation did not issue an additional 68,697 RSUs since withholding taxes of $ 469,139 were to be paid pursuant to the issuance of the common shares. (e) Restricted shares: During the three-month periods ended June 30, 2023 and 2022 , Neptune issued no restricted common shares of the Company to employees. (f) Warrants: As of October 1, 2022, as a result of the change in functional currency of Neptune, the 2020 Warrants and 2021 Warrants no longer met the criteria for liability classification and therefore were reclassified as equity prospectively. The reclassification did not impact the net earnings for the period. On May 15, 2023, as part of the May 2023 Direct Offering described under not e 10, Neptune issued 4,415,162 common shares and 7,706,050 pre-funded warrants (“Pre-Funded Warrants”), with each Pre-Funded Warrant exercisable for one Common Share . The Pre-Funded Warrants were funded in full at closing except for a nominal exercise price of $ 0.0001 and were exercisable commencing on the Closing Date, and are to terminate when such Pre-Funded Warrants would be exercised in full. As of June 30, 2023, 5,410,600 common shares were issued upon exercise of pre-funded warrants for $ 541 , leaving 2,295,450 Pre-Funded Warrants outstanding. On March 10, 2023, Sprout issued promissory notes for gross proceeds of $ 300,000 to various investors. Pursuant to the terms of those promissory notes, the Company also issued to these investors warrants ("March 2023 Warrants") to purchase an aggregate of 111,111 shares of Neptune common stock, with each warrant exercisable for 5 years following the initial issuance at a price of $ 0.54 per common share. The aggregate fair value on issuance of the March 2023 Warrants was $ 37,723 . On June 23, 2022, as part of the June 2022 Direct Offering described under not e 10, Neptune issued a total of 645,526 pre-funded warrants (“June 2022 Pre-Funded Warrants”), with each June 2022 Pre-Funded Warrant exercisable for one Common Share. The June 2022 Pre-Funded Warrants were funded in full at closing except for a nominal exercise price of $ 0.001 and were exercisable commencing on the Closing Date, and were to terminate when such June 2022 Pre-Funded Warrants would be exercised in full. The June 2022 Pre-funded warrants were fully exercised on June 24, 2022 for $ 65 . Changes in the value of equity related to the warrants were as follows: June 30, 2023 June 30, 2022 Weighted Weighted average Number of average Number of exercise price warrants exercise price warrants Warrants outstanding at April 1, 2023 and 2022 $ 123.11 784,895 $ 325.34 176,429 Issued 0.0001 7,706,050 0.0001 645,526 Exercised 0.1629 ( 5,410,600 ) 0.0001 ( 645,526 ) Warrants outstanding at June 30, 2023 $ 31.37 3,080,345 $ 325.34 176,429 Warrants exercisable at June 30, 2023 $ 31.37 3,080,345 $ 325.34 176,429 Warrants of the Company classified as equity are composed of the following as at June 30, 2023 and March 31, 2023: June 30, 2023 March 31, 2023 Number Number Number Number outstanding exercisable Amount outstanding exercisable Amount Warrants IFF (i) 57,143 57,143 $ 1,630,210 57,143 57,143 $ 1,630,210 Warrants AMI (ii) 119,286 119,286 4,449,680 119,286 119,286 4,449,680 2020 Warrants (iii) 300,926 300,926 19,058 300,926 300,926 19,058 2021 Warrants (iv) 196,429 196,429 18,652 196,429 196,429 18,652 March 2023 Warrants 111,111 111,111 37,723 111,111 111,111 37,723 Pre-Funded Warrants 2,295,450 2,295,450 135,841 — — — 3,080,345 3,080,345 $ 6,291,164 784,895 784,895 $ 6,155,323 (i) During the year ended March 31, 2020, Neptune granted 57,143 warrants (“Warrants IFF”) with an exercise price of $ 420.00 expiring o n November 7, 2024 . The warrants, granted in exchange for services to be rendered by non-employees, vested proportionally to the services rendered. The Warrants IFF fully vested in fiscal year ended March 31, 2022 and as such no expense was recognized in relation to those instruments since then. (ii) During the year ended March 31, 2020, Neptune granted 119,286 warrants (“Warrants AMI”) with an exercise price of $ 280.00 with 85,715 expiring on October 3, 2024 and 33,572 expiring on February 5, 2025 . The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. The Warrants AMI fully vested in fiscal year ended March 31, 2021 and as such no expense was recognized in relation to those instruments since then. (iii) During the year ended March 31, 2021, Neptune issued a total of 300,926 warrants (“2020 Warrants”) with an exercise price of $ 78.75 expiring on October 22, 2025 . The warrants, issued as part of the Private Placement entered into on October 20, 2020, are exercisable beginning anytime on or after April 22, 2021 until October 22, 2025. Initially classified as liability, the 2020 Warrants which had a fair value of $ 19,058 were reclassified as equity on October 1, 2022 as a result of the change in functional currency. The holders of these warrants will be entitled to participate in dividends and other distributions of assets by the Company to its holders of common shares as though the holder then held common shares. (iv) On February 19, 2021, the Corporation issued 196,429 warrants (“2021 Warrants”) with an exercise price of $ 78.75 expiring on August 19, 2026 . The warrants, issued as part of a Registered Direct Offering entered into on February 17, 2021, are exercisable beginning anytime on or after August 19, 2021 until August 19, 2026. Initially classified as liability, the 2021 Warrants which had a fair value of $ 18,652 were reclassified as equity on October 1, 2022 as a result of the change in functional currency. The holders of these warrants will be entitled to participate in dividends and other distributions of assets by the Company to its holders of common shares as though the holder then held common shares. (g) Common shares issued in connection with debt financing: On February 15, 2023, Neptune issued 146,330 common shares for a value of $ 96,578 in connection with an aggregate $ 550,000 Secured Promissory Notes that were issued by Sprout on November 8, 2022, for the payment of borrowing costs. On July 13, 2022, Neptune issued 372,670 common shares for a value of $ 570,185 in connection with the amendment of the Secured Promissory Notes that were issued by Sprout for the payment of borrowing costs. In connection with this amendment, investment funds managed by MSEC have provided an additional $ 3 million in Secured Promissory Notes to Sprout. On September 9, 2022, Neptune issued 36,765 common shares for a value of $ 75,736 in connection with a new $ 250,000 Secured Promissory Notes that were issued by Sprout, for the payment of borrowing costs . (h) Direct Offerings: On May 15, 2023, Neptune issued a total of 7,706,050 pre-funded warrants (“Pre-Funded Warrants”), along with 4,415,162 common shares of the Company, as part of a registered direct offering ("May 2023 Direct Offering"). Each Pre-Funded Warrant was exercisable for one Common Share. The common shares and the Pre-Funded Warrants were sold together with 12,121,212 May 2023 Warrants (the "May 2023 Warrants"). Each of the May 2023 Warrant is exercisable for one common share. Each of the common shares and Pre-Funded Warrants and the accompanying May 2023 Warrants were sold together at a combined offering price of $ 0.33 , for aggregate gross proceeds of $ 4,000,000 before deducting fees and other estimated offering expenses. The Pre-Funded Warrants are funded in full at closing except for a nominal exercise price of $ 0.0001 and are exercisable commencing on the Closing Date and will terminate when such Pre-Funded Warrants are exercised in full. The May 2023 Warrants have an exercise price of $ 0.33 per share and can be exercised for a period of 5 years from the date of issuance . Proceeds of the May 2023 Direct Offering were allocated between common shares and warrants first by allocating proceeds to the warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which includes the Pre-Funded Warrants. The fair value of the liability-classified warrants was determined using the Black-Scholes model, resulting in an initial warrant liability of $ 2,025,247 for the May 2023 Warrants. The Pre-Funded Warrants were also valued using the Black-Scholes model, resulting in $ 1,255,240 relative fair value recorded under equity, and by difference, $ 719,513 was allocated to the Common Shares. The Company is in need of financing to be able to continue its activities as described in note 1. The Pre-Funded Warrants were exercised in part during the three-month period ended June 30, 2023 for gross proceeds of $ 541 . Total issue costs related to this direct offering were $ 758,628 , of which $ 136,461 were recorded under common stock, $ 238,065 were recorded under equity warrants and $ 384,102 were recorded under finance costs. On June 23, 2022, Neptune issued a total of 645,526 pre-funded warrants (“Pre-Funded Warrants”), along with 1,300,000 common shares of the Company, as part of a registered direct offering ("June 2022 Direct Offering"). Each Pre-Funded Warrant was exercisable for one Common Share. The common shares and the Pre-Funded Warrants were sold together with 1,945,526 Series C Warrants (the "Series C Warrants"), and 1,945,526 Series D Warrants (the "Series D Warrants") and collectively, the "June 2022 Common Warrants". Each of the June 2022 Common Warrant is exercisable for one common share. Each of the common share and Pre-Funded Warrants and the accompanying June 2022 Common Warrants were sold together at a combined offering price of $ 2.57 , for aggregate gross proceeds of $ 5,000,002 before deducting fees and other estimated offering expenses. The Pre-Funded Warrants are funded in full at closing except for a nominal exercise price of $ 0.0001 and are exercisable commencing on the Closing Date and will terminate when such Pre-Funded Warrants are exercised in full. The Series C Warrants and the Series D Warrants have an exercise price of $ 2.32 per share and can be exercised for a period of 5 years and 2 years respectively from the date of issuance . On October 6, 2022, the Company agreed to extend the termination date of 972,763 Series C Warrants by two years . Proceeds of the June 2022 Direct Offering were allocated between common shares and warrants first by allocating proceeds to the warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which includes the Pre-Funded Warrants. The fair value of the liability-classified warrants was determined using the Black-Scholes model, resulting in an initial warrant liability of $ 4,046,836 for the Series C Warrants and $ 3,080,121 for the Series D Warrants. Because the fair value of the liability classified warrants exceeded the total proceeds, no consideration was allocated to the Common Shares and Pre-Funded Warrants and a loss $ 2,126,955 w as immediately recognized in the net loss of the period as there were no additional rights or privileges identified. The Company is in need of financing to be able to continue its activities as described in note 1. The Pre-Funded Warrants were exercised in full on June 24, 2022 for gross proceeds of $ 65 . Total issue costs related to this private placement of $ 465,211 , were recorded under finance costs. During the month of August 2022, a total of 201,207 Series C Warrants and 972,763 Series D Warrants were exercised at $ 2.32 each in cashless transactions, which resulted in an aggregate total of 384,446 shares being issued for an aggregate value of $ 1,769,000 . |
Non-controlling Interest
Non-controlling Interest | 3 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | 12. Non-controlling interest: The summarized financial information of Sprout is provided below. This information is based on amounts before inter-company eliminations and include the effects of the Company’s purchase price adjustments. Summarized statement of loss and comprehensive loss: Three-month period ended June 30, 2023 June 30, 2022 Recasted Revenue from contracts with customers $ 8,371,799 $ 8,157,597 Cost of sales ( 6,218,218 ) ( 8,312,289 ) Selling, general and administrative expenses ( 4,284,538 ) ( 3,755,529 ) Finance costs ( 847,228 ) ( 538,967 ) Loss before tax ( 2,978,185 ) ( 4,449,188 ) Income tax recovery — — Net loss ( 2,978,185 ) ( 4,449,188 ) Total comprehensive loss ( 2,978,185 ) ( 4,449,188 ) Loss attributable to the subsidiary's non-controlling interest ( 1,486,114 ) ( 2,220,145 ) Comprehensive loss attributable to the subsidiary's non-controlling interest $( 1,486,114 ) $( 2,220,145 ) Summarized statement of balance sheets: June 30, March 31, Current assets $ 13,948,678 12,382,450 Non-current assets 7,907 9,788 Current liabilities 17,331,180 12,938,219 Non-current liabilities 35,939,317 35,789,746 Total equity (deficiency) ( 39,313,912 ) ( 36,335,727 ) Attributable to: Equity holders of the Company $( 22,206,983 ) $( 20,714,912 ) Non-controlling interest ( 17,106,929 ) ( 15,620,815 ) Summarized statement of cash flow: Three-month period ended June 30, 2023 June 30, 2022 Cash flow used in operating activities $( 1,564,777 ) $( 2,082,940 ) Cash flow provided by investing activities — — Cash flow provided by financing activities 1,890,654 648,022 Net increase (decrease) in cash and cash equivalents $ 325,877 $( 1,434,918 ) (1) Cash flow from financing activities is partially provided through intercompany advances. |
Share-based Payment
Share-based Payment | 3 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment | 13. Share-based payment: Under the Company’s share-based payment arrangements, stock-based compensation expenses of $ 616,157 were recognized on equity share based awards and expenses of nil on liability-based awards in the consolidated statement of loss and comprehensive loss for the three-month period ended June 30, 2023 (2022 - $ 2,706,153 for equity-based awards and $ 3,154,328 for liability-based awards). As at June 30, 2023, the Company had the following share-based payment arrangements: (a) Company stock option plan: (i) Stock option plan: The Company has established a stock option plan for directors, officers, employees and consultants. The exercise price of the stock options granted under the plan is not lower than the closing price of the common shares listed on the Nasdaq on the eve of the grant. The terms and conditions for acquiring and exercising options are set by the Board of Directors, subject to, among others, the following limitations: the term of the options cannot exceed ten years and every stock option granted under the stock option plan will be subject to conditions no less restrictive than a minimum vesting period of 18 months and a gradual and equal acquisition of vesting rights at least on a quarterly basis. The Company’s stock-option plan allows the Company to issue a number of stock options not exceeding 25 % of the number of common shares issued and outstanding at the time of any grant. The total number of stock options issuable to a single holder cannot exceed 20 % of the Company’s total issued and outstanding common shares at the time of the grant, provided that the maximum number of stock options issuable to a single consultant cannot exceed 2 % of the Company's total issued and outstanding common shares at the time of the grant. The number and weighted average exercise prices of stock options are as follows: 2023 2022 Weighted Weighted average average exercise Number of exercise Number of price options price options Options outstanding at April 1st, 2023 and 2022 $ 18.23 417,333 $ 37.41 306,321 Forfeited/Cancelled — — 10.60 ( 14,286 ) Expired — — 36.98 ( 1,094 ) Options outstanding at June 30, 2023 and 2022 $ 18.23 417,333 $ 36.98 290,941 Options exercisable at June 30, 2023 and 2022 $ 20.47 274,248 $ 56.82 106,476 June 30, 2023 Options outstanding Exercisable options Weighted remaining Weighted Weighted contractual Number of number of average Exercise life options options exercise price outstanding outstanding exercisable price $ 1.55 - $ 1.60 4.13 115,715 38,095 $ 1.55 $ 1.61 - $ 6.07 4.24 114,000 114,000 1.64 $ 6.08 - $ 22.40 3.61 20,716 6,908 11.10 $ 22.41 - $ 28.23 3.12 85,715 57,144 25.55 $ 28.24 - $ 160.91 5.74 81,187 58,101 65.94 4.24 417,333 274,248 $ 20.47 The weighted average fair value of the options granted to employees during the three-month period ended June 30, 2023 was nil ( 2022 - $ 1.59 ). No options were granted by the Company to non-employees during the three-month periods ended June 30, 2023 and 2022. Stock-based compensation recognized under this plan amounted to $ 148,929 for the three-month period ended June 30, 2023 (2022 - $ 480,411 ). Unrecognized compensation cost at June 30, 2023 is $ 147,458 , with a weighted average period remaining of 0.83 years ( 2022 - $ 918,873 with a weighted average period remaining of 1.18 years). (ii) Non-market performance options: On July 8, 2019, the Company granted 100,000 non-market performance options under the Company stock option plan at an exercise price of $ 4.43 per share to the CEO, expiring on July 8, 2029 . These options vest after the attainment of non-market performance conditions within the following ten years . These non-market performance options required the approval of amendments to the stock option plan and therefore the fair value of these options was revalued up to the date of the approval of the amendments (grant date). None of these non-market performance options have vested as at June 30, 2023 . These options were no t exercisable as at June 30, 2023 and 2022. No stock-based compensation expense was recognized during the three-month periods ended June 30, 2023 and 2022. (iii) Market performance options: On July 8, 2019, the Company granted 157,142 market performance options under the Company stock option plan at an exercise price of $ 155.05 per share to the CEO, expiring on July 8, 2029 . These options vest after the attainment of market performance conditions within the following ten years . Some of these market performance options required the approval of amendments to the stock option plan and therefore the fair value of these options was revalued up to the date of the approval of the amendments (grant date). The number and weighted average exercise prices of market performance options are as follows: 2023 2022 Weighted Weighted average average exercise Number of exercise Number of Notes price options price options Options outstanding at April 1, 2023 and 2022 $ 155.05 157,142 $ 155.05 157,142 Options outstanding at June 30, 2023 and 2022 $ 155.05 157,142 $ 155.05 157,142 Options exercisable at June 30, 2023 and 2022 $ 155.05 21,429 $ 155.05 21,429 Stock-based compensation recognized under this plan amounted to $ 467,228 and $ 601,034 respectively for the three-month periods ended June 30, 2023 and 2022. Unrecognized compensation cost at June 30, 2023 is $ 8,599,502 with a weighted average period remaining of 6.26 years (2022 - $ 11,188,736 with a weighted average period remaining of 7.26 ye ars). (b) Deferred Share Units and Restricted Share Units: The Company has established an equity incentive plan for employees, directors and consultants of the Company. The plan provides for the issuance of restricted share units, performance share units, restricted shares, deferred share units and other share-based awards, subject to restricted conditions as may be determined by the Board of Directors. Upon fulfillment of the restricted conditions, as the case may be, the plan provides for settlement of the awards outstanding through shares. (i) Deferred Share Units ("DSUs") The number and weighted average share prices of DSUs are as follows: 2023 2022 Weighted Weighted average average share Number of share Number of Notes price DSUs price DSUs DSUs outstanding at April 1, 2023 and 2022 $ 66.45 4,308 $ 66.45 6,468 DSUs outstanding at June 30, 2023 and 2022 $ 66.45 4,308 $ 66.45 6,468 DSUs exercisable at June 30, 2023 and 2022 $ 66.45 4,308 $ 39.93 3,531 Of the 4,308 DSUs outstanding as at June 30, 2023 (2022 – 6,468 ), no DSUs vested during the three-month period ended June 30, 2023 upon services to be rendered during a period of twelve months from date of grant (2022 – 1,944 ). The fair value of the DSUs is determined to be the share price at the date of grant and is recognized as stock-based compensation, through additional paid-in capital, over the vesting period. Stock-based compensation recognized under this plan amounted to $ nil and $ 9,194 respectively for the three-month periods ended June 30, 2023 and 2022. Unrecognized compensation cost of nil as at June 30, 2023 ($ 2,939 unrecognized compensation cost as at June 30, 2022 with a weighted average period remaining of nil years). (ii) Restricted Share Units (‘’RSUs’’) During the year ended March 31, 2020, as part of the employment agreement of the CEO, the Company granted RSUs which vest over three years in 36 equal installments. During the year ended March 31, 2021, Neptune granted additional RSUs to the CEO and to executives of the Company, which vest over periods ranging from 6 months to 3 years. The fair value of the RSUs is determined to be the share price at the date of grant and is recognized as stock-based compensation, through additional paid-in capital, over the vesting period. The fair value of the RSUs granted during the three-month period ended June 30, 2023 was nil per unit (2022 - $ 6.83 ). 2023 2022 Weighted Weighted average average share Number of share Number of Notes price RSUs price RSUs RSUs outstanding at April 1st, 2023 and 2022 $ 60.04 2,789 $ 59.75 25,038 Granted — — 6.83 174,579 Released through the issuance of common shares 11(d) — — 8.74 ( 108,079 ) Withheld as payment of withholding taxes 11(d) — — 5.31 ( 68,698 ) RSUs outstanding at June 30, 2023 and 2022 $ 60.04 2,789 $ 50.57 22,840 Stock-based compensation recognized under this plan amounted to nil and $ 1,615,514 respectively for the three-month periods ended June 30, 2023 and 2022. Unrecognized compensation cost at June 30, 2023 is nil (2022 - $ 142,141 unrecognized compensation cost with a weighted average remaining life of 1.55 years). On November 14, 2021, the Company and its CEO entered into an agreement pursuant to which the CEO’s existing employment agreement was amended to waive the Company’s obligation to procure directors and officers insurance coverage of up to $ 15 million for the period covering July 1, 2021 to July 31, 2022. The parties agreed that if the Company had successfully completed a strategic partnership prior to December 31, 2021, the CEO would have been entitled to approximately $ 6.9 million in cash and would have been granted fully vested options to purchase 8.5 million shares of the Company’s common stock. As the strategic partnership was not consummated by December 31, 2021, the CEO was entitled to monthly cash payments for an aggregate value of approximately $ 6.9 million or the issuance over time of a fixed amount of fully vested RSUs, at the option of the Company. The balance of the liability accrual to the CEO is $ 8,587 (including withholding taxes) as at June 30, 2023, in trade and other payables. The revaluation of the liability amounted to gain of $ 8,587 for the three-month period ended June 30, 2023 and was recorded into selling, general and administrative expenses (2022 – a gain of $ 3,154,328 ). During the three-month period ended June 30, 2023 , settlements in RSUs were $ nil ( 2022 - 1,187,221 ). The compensation to be settled in RSUs or if the Company is unable to grant such RSUs, then a combination of cash and vested RSUs with equivalent value, is not reflected in the number of RSUs outstanding above. (c) Long term cash bonus: According to the employment agreement with the CEO, a long-term incentive of $ 15 million is payable if the Company’s US market capitalization is at least $ 1 billion . The Company uses a risk-neutral Monte Carlo simulation to estimate the fair-value of this instrument and recognizes the incentive over the estimated period to reach the market capitalization. As at June 30, 2023, the liability related to this long-term incentive of $ 23,000 ($ 24,000 as at March 31, 2023) is presented in Other liability in the consolidated balance sheets. During the three-month period ended June 30, 2023, a recovery of $ 1,000 ( 2022 - a recovery of $ 75,757 ) was recorded in connection with the long-term incentive under selling, general and administrative expenses in the consolidated statement of loss. |
Loss per Share
Loss per Share | 3 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss per Share | 14. Loss per share: When the Company has a net loss, the effects of options, DSUs, RSUs and warrants are excluded from the calculation of diluted loss per share for periods in which a company sustains a loss. Accordingly, diluted loss per share was the same as basic loss per share because the Company has incurred losses in the periods presented. All outstanding options, DSUs, RSUs and warrants could potentially be dilutive in the future. When the Company has net income, basic net income per share using the two-class method is presented. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to equity holders and that determines basic net income per share for each class of stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings that would have been available to equity holders. A participating security is defined as a security that may participate in undistributed earnings with shares. The Company’s capital structure includes securities that participate with shares on a one-for-one basis for distribution of dividends. The following classes of warrants are considered participating securities as they are entitled to participate in dividend distributions alongside equity holders for which the two-class method is applied in computing earnings per share: Series A Warrants, Series B Warrants, Series C Warrants, Series D Warrants, Series E Warrants, 2020 Warrants, 2021 Warrants, January 2023 Warrants, May 2023 Warrants and Pre-Funded Warrants. The Company determines the diluted net income per share by using the more dilutive of the two class-method or the treasury stock method. The issued and unexercised liability and equity classified warrants do not participate in losses of the Company, thus an allocation of losses is not performed when the Company is in a loss position. More specifically, the breakdown between participating and non-participating warrants is as follows: Reference Number of warrants outstanding Number of participating warrants Number of non-participating warrants Series A Warrants 714,287 714,287 — Series B Warrants 714,287 714,287 — Series C Warrants 1,744,319 1,744,319 — Series D Warrants 972,763 972,763 — Series E Warrants 6,417,114 6,417,114 — January 2023 Warrants 850,000 850,000 — May 2023 Warrants 12,121,212 12,121,212 — Warrants classified as liability 23,533,982 23,533,982 — Warrants IFF 57,143 — 57,143 Warrants AMI 119,286 — 119,286 2020 Warrants 300,926 300,926 — 2021 Warrants 196,429 196,429 — March 2023 Warrants 111,111 — 111,111 Pre-Funded Warrants 2,295,450 2,295,450 — Warrants classified as equity 3,080,345 2,792,805 287,540 26,614,327 26,326,787 287,540 For the three-month periods ended June 30, 2023 and 2022, the Company has a net loss, and therefore, the basic and dilutive loss per share is calculated as follows: Three-month periods ended June 30, June 30, Net loss attributed to equity holders $( 4,914,368 ) $( 4,284,350 ) Basic and dilutive loss attributed to common shareholders $( 4,914,368 ) $( 4,284,350 ) Basic and dilutive weighted-average number of common shares outstanding 16,197,737 5,958,266 Net loss per share attributable to common shareholders of the Company: Basic and dilutive loss per share $( 0.30 ) $( 0.72 ) The following table summarizes outstanding securities not included in the computation of diluted net income (loss) per share as the effect would have been anti-dilutive for each respective period. Three-month periods ended Securities June 30, June 30, Options, RSU's, DSU's 681,572 577,391 Warrants 24,318,877 5,993,410 |
Fair Value
Fair Value | 3 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 15. Fair-value: The Company uses various methods to estimate the fair value recognized in the consolidated financial statements. The fair value hierarchy reflects the significance of inputs used in determining the fair values: • Level 1 ‒ Unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date; • Level 2 ‒ Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); • Level 3 ‒ Fair value based on valuation techniques which includes inputs related to the asset or liability that are not based on observable market data (unobservable inputs). Financial assets and liabilities measured at fair value on a recurring basis are the call option granted to Neptune by Sprout's non-controlling interest owners of equity, the liability to CEO for long-term incentive, and liability related to warrants. The following table presents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and March 31, 2023: June 30, 2023 Notes Level 1 Level 2 Level 3 Total Assets Other financial assets - Sprout Call Option 4 – – – – Total $— $— $— $— Liabilities Liability related to warrants 10 $— $— $ 2,352,493 $ 2,352,493 Other liability 13(c) – – 23,000 23,000 Total $— $— $ 2,375,493 $ 2,375,493 March 31, 2023 Notes Level 1 Level 2 Level 3 Total Assets Other financial assets - Sprout Call Option 4 – – – – Total $— $— $— $— Liabilities Liability related to warrants 10 $— $— $ 3,156,254 $ 3,156,254 Other liability 13(c) – – 24,000 24,000 Total $— $— $ 3,180,254 $ 3,180,254 The liabilities related to warrants were recorded at their fair value using a Binomial pricing model. Warrants are revalued each period end at fair value through profit and loss using level 3 inputs (note 10). The Company has determined that the carrying values of its short-term financial assets and liabilities approximate their fair values given the short-term nature of these instruments. The carrying value of the short-term investment also approximates its fair value given the short-term maturity of the reinvested funds. For variable rate loans and borrowings, the fair value is considered to approximate the carrying amount. Sprout’s other equity interest owners granted Neptune a call option (the "Call Option") to purchase the remaining 49.9 % outstanding equity interests of Sprout, at any time beginning on January 1, 2023 and ending on December 31, 2023. The total consideration payable for the additional shares (“Call Shares”) upon the exercise of the Call Option and the closing of Neptune's acquisition of the Call Shares would be based on multiples per the contract of 3.0x for revenues and 15.0x for EBITDA, weighted at 50% each. On March 31, 2022, the Call option was measured to a nil value resulting in a loss on revaluation of derivatives of $ 5,598,198 for the year ended March 31, 2022. There was no change in value of the Call Option since then. T he measurement is based on level 3 inputs. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | . Commitments and contingencies: (a) Commitments: (i) On January 31, 2020, Neptune entered into an exclusive license agreement for a specialty ingredient in combination with fish oil products in nutraceutical products for a period of 8 years . Neptune is required to pay royalties on sales for these products. To maintain exclusivity, Neptune must reach annual minimum volumes of sales for the duration of the agreement or make corresponding minimum royalty payments. The total remaining amount of minimum royalties under the license agreement is $ 360,817 . Failure to make the minimum royalty payments will solely result in the license granted thereunder becoming non-exclusive. Following the divesture of the Cannabis business, the Company has forfeited its exclusivity on the cannabis portion of the license agreement. (ii) On March 21, 2019, the Company received a judgment from the Court regarding certain previously disclosed claims made by a corporation controlled by the former CEO against the Company in respect to certain royalty payments alleged to be owed and owing to the former CEO pursuant to the terms of an agreement entered into on February 23, 2001 between Neptune and the former CEO (the “Agreement”). The Court declared that under the terms of the agreement, the Company is required to pay royalties of 1 % of its revenues in semi-annual instalments, for an unlimited period. Based on currently available information, a provision of $ 1,027,904 for royalty payments has been recognized as of June 30, 2023 ( $ 963,808 as at March 31, 2023). Refer to note 9. (iii) On May 28, 2021, Sprout entered into a license agreement with Moonbug Entertainment Limited (“Moonbug”), pursuant to which it would license certain intellectual property, relating to characters from the children’s entertainment property CoComelon, for use on certain Sprout products through December 31, 2023 in exchange for a royalty on net sales. Sprout is required to make minimum guaranteed annual payments to Moonbug of $ 200,000 over the term of the agreement. The agreement may be extended for an additional three years in exchange for an additional minimum guaranteed annual payment to Moonbug of $ 200,000 over the extended term of the agreement. Royalties payable under the agreement are set off against minimum guaranteed payments made. (iv) On March 16, 2021, a purported class action, captioned Marvin Gong v. Neptune Wellness Solutions, et al., was filed in the United States District Court for the Eastern District of New York against the Company and certain of its current and former officers. On October 21, 2022, the Company announced that it had agreed to settle and resolve the lawsuit for a gross payment to the class of between $ 4 and $ 4.25 million, with the exact amount being within the Company’s control and dependent on the type of consideration used. The settlement was subject to court approval and certification by the court of the class. On March 16, 2023, the settlement offer was accepted and the first payment in the amount of $ 500,000 was paid on March 22, 2023. Two additional payments of $ 500,000 each were subsequently made. The court will hold a final approval hearing in the upcoming days. Neptune intends to pay the balance of the settlement in securities worth $ 2,750,000 within 31 days after the Final Approval Order is entered. (b) Contingencies: In the normal course of business, the Company is involved in various claims and legal proceedings, for which the outcomes, inflow or outflow of economic benefits, are uncertain. The most significant of which are ongoing are as follows: (i) In September 2020, Neptune submitted a claim and demand for arbitration against Peter M. Galloway and PMGSL Holdings, LLC (collectively “PMGSL”) in accordance with the SugarLeaf Asset Purchase Agreement (“APA”) dated May 9, 2019 between Neptune, PMGSL, Peter M. Galloway and Neptune Holding USA, Inc. Separately, PMGSL submitted a claim and demand for arbitration against Neptune. The Neptune claims and PMGSL claims have been consolidated into a single arbitration and each are related to the purchase by Neptune of substantially all of the assets of the predecessor entities of PMGSL Holdings, LLC. Neptune is claiming, among other things, breach of contract and negligent misrepresentation by PMGSL in connection with the APA and is seeking, among other things, equitable restitution and any and all damages recoverable under law. PMGSL is claiming, among other things, breach of contract by Neptune and is seeking, among other things, payment of certain compensation contemplated by the APA. A merit hearing in the arbitration started in April 2022 with a further week of testimony from August 1-5, 2022. On June 15, 2022, a one-day hearing took place on Neptune's motion to enforce a settlement agreement reached on April 2021 (which was repudiated by PMGSL in June 2021). Following oral argument on July 7, 2022, that motion was denied and a fee award of approximately $ 68,000 was entered against Neptune. On April 13, 2023, PMGSL filed a lawsuit in Florida Superior Court to collect that fee award. Neptune disputes the Florida Court’s jurisdiction in over that action. While Neptune believes there is no merit to the claims brought by PMGSL, a judgment in favor of PMGSL may have a material adverse effect on our business and Neptune intends to continue vigorously defending itself. Based on currently available information, a provision of $ 600,000 has been recognized for this case as at June 30, 2023 ($ 600,000 as at March 31, 2023). (ii) On October 22, 2020, Iron Lab, S.A. de C.V. submitted a claim and demand for arbitration against Neptune Wellness Solutions Inc., Neptune Health & Wellness Innovation, Inc. and Biodroga Nutraceuticals Inc., claiming that Neptune and its subsidiaries breached their obligations under a purported agreement with Iron Lab regarding the purchase of hand sanitizer. Neptune and the other respondents dispute the existence of any binding agreements or jurisdiction to hear the arbitration, and have asserted counterclaims based on Iron Lab's delivery of non-conforming product based on Neptune's purchase orders. The parties are currently awaiting an award from the arbitration panel. Based on currently available information, no provision has been recognized for this case as at March 31, 2023. (iii) On February 4, 2021, the United States House of Representatives Subcommittee on Economic and Consumer Policy, Committee on Oversight and Reform (the “Subcommittee”), published a report, “Baby Foods Are Tainted with Dangerous Levels of Arsenic, Lead, Cadmium, and Mercury” (the “Report”), which stated that, with respect to Sprout, “independent testing of Sprout Organic Foods” has confirmed that their baby foods contain concerning levels of toxic heavy metals.” The Report further stated that after receiving reports alleging high levels of toxic metals in baby foods, the Subcommittee requested information from Sprout but did not receive a response. On February 11, 2021, following the acquisition of a 50.1 % stake in Sprout by Neptune, the Subcommittee contacted Sprout, reiterating its requests for documents and information about toxic heavy metals in Sprout’s baby foods. Sprout provided an initial response to the Subcommittee on February 25, 2021 and is cooperating with the Subcommittee requests . Further, on February 24, 2021, the Office of the Attorney General of the State of New Mexico (“NMAG”) delivered to Sprout a civil investigative demand requesting similar documents and information with regards to the Report and the NMAG’s investigation into possible violations of the False Advertising Act of New Mexico. Sprout is responding to the requests of the NMAG. Since February 2021, several putative consumer class action lawsuits have been brought against Sprout alleging that its products (the “Products”) contain unsafe and undisclosed levels of various naturally occurring heavy metals, namely lead, arsenic, cadmium and mercury. Sprout has denied the allegations in these lawsuits and contends that its baby foods are safe and properly labeled. The claims raised in these lawsuits were brought in the wake of the highly publicized Report. All such putative class actions have since been dismissed. No provision has been recorded in the financial statements for these cases. In addition to the consumer class actions discussed above, Sprout is currently named in three lawsuits (filed in California State Court on June 16, 2021, filed in Hawaii State Court on January 9, 2023 and filed in Nevada Federal Court on March 3, 2023, respectively) alleging some form of personal injury from the ingestion of Sprout’s Products, purportedly due to unsafe and undisclosed levels of various naturally occurring heavy metals. These lawsuits generally allege injuries related to neurological development disorders such as autism spectrum disorder and attention deficit hyperactivity disorder. Sprout denies that its Products contributed to any of these injuries. In addition, the Office of the Attorney General for the District of Columbia (“OAG”) sent a letter to Sprout dated October 1, 2021, similar to letters sent to other baby food manufacturers, alleging potential labeling and marketing misrepresentations and omissions regarding the health and safety of its baby food products, constituting an unlawful trade practice. Sprout has agreed to meet with the OAG and will vigorously defend against the allegations. No provision has been recorded in the financial statements for this matter. These matters may have a material adverse effect on Sprout's financial condition, or results of operations. (iv) On October 11, 2022, a warehousing company called Carolina Rework Solutions, LLC filed a lawsuit against Neptune Health & Wellness Innovation, Inc. for breach of a warehousing contract with damages of $ 175,534 plus additional unspecified damages estimated to be in excess of $ 1,000,000 for disposal of hand sanitizer product housed at its warehouse. On May 30, 2023, Carolina Rework Solution, LLC received leave of court to add Neptune Holding USA, Inc. and Neptune Wellness Solutions, Inc. as additional defendants to the claim on a veil-piercing theory. Neptune Holding USA, Inc. and Neptune Wellness Solutions, Inc. intend to deny that the court has jurisdiction over them and deny that veil piercing is appropriate. (v) On February 28, 2023, a warehousing company called Freight Connections filed a lawsuit against Neptune Health & Wellness Innovation, Inc. for breach of a warehousing contract, breach of duty of good faith and fair dealing, quantum meruit and fraud with damages of $ 328,168 plus punitive and consequential damages related to hand sanitizer product at plaintiff’s facility. The outcome of these claims and legal proceedings against the Company cannot be determined with certainty and is subject to future resolution, including the uncertainties of litigation. |
Operating Segments
Operating Segments | 3 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Operating Segments | 17. Operating Segments: The Company measures its performance based on a single segment, which is the consolidated level. a) Geographical information: Revenue is attributed to geographical locations based on the origin of customers’ location: Three-month periods ended June 30, June 30, Canada $ 3,800,979 $ 5,056,502 United States 6,805,151 10,931,537 Other countries 21,687 284,189 $ 10,627,817 $ 16,272,228 Long-lived assets of the Company are located in the following geographical location: June 30, March 31, Canada $ 223,881 $ 250,921 United States 1,035,209 1,152,343 Total property, plant and equipment $ 1,259,090 $ 1,403,264 June 30, March 31, Canada $ 1,530,924 $ 1,607,089 Total intangible assets $ 1,530,924 $ 1,607,089 June 30, March 31, Canada $ 2,480,080 $ 2,426,385 Total goodwill $ 2,480,080 $ 2,426,385 b) Revenues The Company derives revenue from the sales of goods which are recognized at a point in time as follows: Three-month periods ended June 30, June 30, Nutraceutical products $ 2,215,355 $ 5,126,114 Cannabis and hemp products — 2,699,970 Food and beverages products 8,371,799 8,142,014 $ 10,587,154 $ 15,968,098 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent event | 18. Subsequent events: On July 31, 2023, the Company filed a preliminary prospectus on Form S-1 to raise additional funds. We plan to use the proceeds of the offering, after repayment of debt, for general corporate purposes, including working capital. The principal reasons for this offering are to increase our working capital and to provide capital for general corporate purposes. On August 4, 2023, the Company announced the promotion of Lisa Gainsborg, currently Neptune's Financial Controller, to Interim Chief Financial Officer, effective immediately, replacing Raymond Silcock who has resigned for personal reasons. On August 7, 2023, the Company announced that its Board of Directors has initiated Phase II of a comprehensive review and evaluation of strategic options for the Company to unlock and maximize shareholder value. This phase will encompass consideration of all available strategic business and financial alternatives, which may include, but is not limited to, the monetization of assets, strategic partnerships, and/or the acquisition of the remaining parts of Sprout Organics through an equity/debt transaction. On August 16, 2023, the Company entered into a Summary Restructuring Term Sheet with NH Expansion Credit Fund Holdings L.P. ("MSEC"), which provides the Company with an option to exchange its existing Sprout debt for Sprout equity, on or prior to November 13, 2023 (the "Exchange"). The Exchange would be subject to the execution of definitive agreements and receipt of required consents. The term sheet further provides for amendments to other Sprout debts promissory notes in the event that the Exchange is consummated, including that such promissory notes would have their maturity date extended to June 30, 2025 and the termination of the guarantee currently provided by the Company. The term sheet further specifies certain as well as terms governing a transaction that, if consummated, would result in Sprout becoming an independent trading entity. On August 16, 2023, Sprout entered into an amendment to the Inventory Finance Rider to Invoice Purchase and Security Agreement with Alterna Capital Solutions, LLC that provides that advances may be made upon request in an aggregate amount not to exceed the lesser of (i) fifty ( 50 %) of Eligible Inventory (as defined in Section 2.7 of the Inventory Finance Rider) valued at the lower of cost or market value or (ii) seventy-five ( 75 %) of the net orderly liquidation value of the Eligible Inventory; provided, however, beginning August 21, 2023 through January 31, 2024, advances against Eligible Inventory shall at no time exceed one hundred percent ( 100 %) of all total outstanding Eligible Purchased Accounts multiplied by the Advance Rate, plus (b) the Balance Subject to Funds Usage Daily Fee. From and after February 1, 2024, the Advances against Eligible Inventory shall at no time exceed seventy-five ( 75 %) of all total outstanding Eligible Purchased Accounts multiplied by the Advance Rate, plus (b) the Balance Subject to Funds Usage Daily Fee. At the same time, Sprout executed an overadvance rider to the invoice Purchase and Security Agreement with Alterna Capital Solutions, LLC, providing for the overadvance of up to $ 600,000 , which will carry a rate of prime plus 9.5 %, but not less then 18.00 % per annum. The overadvance amount will be due on November 20, 2023 . In July 2023 and August 2023, one investor exercised all of its pre-funded warrants to purchase common shares of Neptune, resulting in the issuance of 2,295,450 common shares of the Company. The warrants were issued in connection with the May 2023 Direct Offering and exercise price of the pre-funded warrants was nominal. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of consolidation | (a) Basis of consolidation: These consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated from the Company’s consolidated financial statements. On February 10, 2021, Neptune acquired a 50.1 % interest in Sprout Foods, Inc. (“Sprout” or “Sprout Foods”). The accounts of the subsidiary are included in the consolidated financial statements from that date. |
Change in accounting principle | (b) Change in accounting principle To be consistent with the rest of the industry in which the Company is evolving, Management has decided to reclass certain costs from Cost of sales to Selling, general and administrative expenses other than impairment loss on inventories. The change has been applied retroactively to the comparatives figures; there is no impact on the deficit and the impacts on the statement of loss and comprehensive loss are as follows: Previously reported Effect of change Recasted Condensed consolidated interim statement of loss and comprehensive Cost of sales other than impairment loss on inventories $( 16,086,578 ) $( 1,585,120 ) $( 17,671,698 ) Total cost of sales ( 19,166,575 ) ( 1,585,120 ) ( 20,751,695 ) Gross profit (loss) ( 2,894,347 ) ( 1,585,120 ) ( 4,479,467 ) Selling, general and administrative expenses ( 10,553,734 ) 1,585,120 ( 8,968,614 ) Loss from operating activities ( 14,393,427 ) — ( 14,393,427 ) Net loss ( 6,504,495 ) — ( 6,504,495 ) Total comprehensive loss ( 9,295,974 ) — ( 9,295,974 ) |
New standards and interpretations not yet adopted | (c) New standards and interpretations not yet adopted: New standards In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which amends ASC Topic 805, Business Combinations, ASU 2021-08 improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the (1) recognition of an acquired contract liability and (2) payment terms and their direct effect on subsequent revenue recognized by the acquirer. ASU 2021-08 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2022. The Company has adopted ASU 2021-08 for its fiscal year beginning April 1, 2023, and the Company’s evaluation of the impact of this adoption was immaterial on the financial statements presented. In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and earlier adoption is permitted beginning in the first quarter of fiscal 2019. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The purpose of this amendment is to create a two-tier rollout of major updates, staggering the effective dates between larger public companies and all other entities. This granted certain classes of companies, including Smaller Reporting Companies (“SRCs”), additional time to implement major FASB standards, including ASU 2016-13. Larger public companies will still have an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are permitted to defer adoption of ASU 2016-13, and its related amendments, until the earlier of fiscal periods beginning after December 15, 2022. The Company has adopted ASU 2016-13 for its fiscal year beginning April 1, 2023, and the Company’s evaluation of the impact of adoption was immaterial on the financial statements presented. Accounting pronouncements not yet adopted None for the moment. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of change in accounting principle | To be consistent with the rest of the industry in which the Company is evolving, Management has decided to reclass certain costs from Cost of sales to Selling, general and administrative expenses other than impairment loss on inventories. The change has been applied retroactively to the comparatives figures; there is no impact on the deficit and the impacts on the statement of loss and comprehensive loss are as follows: Previously reported Effect of change Recasted Condensed consolidated interim statement of loss and comprehensive Cost of sales other than impairment loss on inventories $( 16,086,578 ) $( 1,585,120 ) $( 17,671,698 ) Total cost of sales ( 19,166,575 ) ( 1,585,120 ) ( 20,751,695 ) Gross profit (loss) ( 2,894,347 ) ( 1,585,120 ) ( 4,479,467 ) Selling, general and administrative expenses ( 10,553,734 ) 1,585,120 ( 8,968,614 ) Loss from operating activities ( 14,393,427 ) — ( 14,393,427 ) Net loss ( 6,504,495 ) — ( 6,504,495 ) Total comprehensive loss ( 9,295,974 ) — ( 9,295,974 ) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | June 30, March 31, Raw materials $ 5,027,142 $ 5,314,450 Finished goods 8,275,324 7,360,850 Supplies and spare parts 467,016 330,774 $ 13,769,482 $ 13,006,074 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Aggregate Amount of Goodwill is Allocated to Each Reporting Unit | The aggregate amount of goodwill is allocated to each reporting unit as follows: June 30, March 31, Biodroga $ 2,480,080 $ 2,426,385 $ 2,480,080 $ 2,426,385 |
Liability Related to Warrants (
Liability Related to Warrants (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Changes in Value of Liability Related to Warrants | Changes in the value of the liability related to the warrants for the three-month period ended June 30, 2023 and 2022 were as follows: Warrants Amount Outstanding as at March 31, 2022 1,925,929 $ 5,570,530 Warrants issued during the period 3,891,052 7,126,957 Net revaluation gain ( 9,523,700 ) Movements in exchange rates ( 5,840 ) Outstanding as at June 30, 2022 5,816,981 $ 3,167,947 Outstanding as at March 31, 2023 11,412,770 $ 3,156,254 Warrants issued during the period 12,121,212 2,025,247 Net revaluation gain ( 2,829,008 ) Outstanding as at June 30, 2023 23,533,982 $ 2,352,493 |
Summary of Outstanding Warrants | The following table provides the relevant information on the outstanding warrants as at June 30, 2023: Reference Date of issuance Number of warrants outstanding Number of warrants exercisable Exercise price Expiry date Series A Warrants March 14, 2022 714,287 714,287 $ 0.33 May 15, 2028 Series B Warrants March 14, 2022 714,287 714,287 $ 0.33 May 15, 2028 Series C Warrants June 23, 2022 771,556 771,556 $ 0.33 May 15, 2028 Series C Warrants June 23, 2022 972,763 972,763 $ 0.33 June 23, 2029 Series D Warrants June 23, 2022 972,763 972,763 $ 0.33 May 15, 2028 Series E Warrants October 11, 2022 2,139,038 2,139,038 $ 1.62 October 11, 2027 Series E Warrants October 11, 2022 4,278,076 4,278,076 $ 0.33 May 15, 2028 January 2023 Warrants January 12, 2023 850,000 850,000 $ 0.53 January 12, 2028 May 2023 Warrants May 15, 2023 12,121,212 12,121,212 $ 0.33 May 15, 2028 23,533,982 23,533,982 $ 0.45 |
Summary of Reconciliation of Changes in Fair Value of Warrants | The derivative warrant liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value for the three-month periods ended June 30, 2023 and 2022 is presented in the following tables: 2020 Warrants 2021 Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $— $ 309,769 $— $ 306,704 Change in fair value to date of transfer to equity — ( 288,585 ) — ( 284,062 ) Translation effect — ( 1,598 ) — ( 8,985 ) Balance - end of period $— $ 19,586 $— $ 13,657 Series A Warrants Series B Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ 106,207 $ 3,270,816 $ 3,641 $ 1,683,241 Change in fair value ( 32,269 ) ( 2,862,450 ) 70,297 ( 1,608,960 ) Translation effect — ( 17,994 ) — ( 7,900 ) Balance - end of period $ 73,938 $ 390,372 $ 73,938 $ 66,381 Series C Warrants Series D Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ 494,289 $— $ 153,598 $— Warrants issued during the period — 4,046,836 — 3,080,121 Change in fair value ( 308,406 ) ( 2,415,483 ) ( 52,905 ) ( 2,064,160 ) Translation effect — 17,379 — 13,258 Balance - end of period $ 185,883 $ 1,648,732 $ 100,693 $ 1,029,219 Series E Warrants January 2023 Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ 2,046,082 $— $ 352,437 $— Change in fair value ( 1,461,489 ) — ( 273,689 ) — Balance - end of period $ 584,593 $— $ 78,748 $— May 2023 Warrants June 30, June 30, Balance - beginning of period $— $— Warrants issued during the period 2,025,247 — Change in fair value ( 770,547 ) — Balance - end of period $ 1,254,700 $— |
Summary of Fair Value of Derivative Warrant Liabilities Estimated Using Black-Scholes Option Pricing Model | The fair value of the derivative warrant liabilities was estimated using the Black-Scholes option pricing model and based on the following assumptions: 2020 Warrants 2021 Warrants June 30, June 30, June 30, June 30, Share price N/A $ 1.40 N/A $ 1.40 Exercise price N/A $ 78.75 N/A $ 78.75 Dividend yield N/A — N/A — Risk-free interest N/A 2.99 % N/A 3.00 % Remaining contractual life (years) N/A 3.32 N/A 4.14 Expected volatility N/A 92.6 % N/A 89.2 % Series A Warrants Series B Warrants June 30, June 30, June 30, June 30, Share price $ 0.15 $ 1.40 $ 0.15 $ 1.40 Exercise price $ 0.33 $ 11.20 $ 0.33 $ 11.20 Dividend yield — — — — Risk-free interest 4.15 % 3.01 % 4.15 % 2.83 % Remaining contractual life (years) 4.88 5.21 4.88 1.21 Expected volatility 110.6 % 85.4 % 110.6 % 96.4 % Series C Warrants Series D Warrants June 30, June 30, June 30, June 30, Share price $ 0.15 $ 1.40 $ 0.15 $ 1.40 Exercise price $ 0.33 $ 2.32 $ 0.33 $ 2.32 Dividend yield — — — — Weighted average risk-free interest 4.10 % 3.01 % 4.15 % 2.92 % Weighted average remaining contractual life (years) 5.50 4.98 4.88 1.98 Weighted average expected volatility 107.7 % 86.3 % 110.6 % 93.5 % Series E Warrants January 2023 Warrants June 30, October 11, 2022 June 30, January 12, 2023 Share price $ 0.15 $ 1.54 $ 0.15 $ 0.53 Weighted average exercise price $ 0.76 $ 1.62 $ 0.53 $ 0.53 Dividend yield — — — — Weighted average risk-free interest 4.19 % 4.14 % 4.21 % 3.53 % Weighted average remaining contractual life (years) 4.68 5.00 4.54 5.00 Weighted average expected volatility 112.2 % 90.4 % 113.4 % 98.2 % May 2023 Warrants June 30, May 15, 2023 Share price $ 0.15 $ 0.22 Exercise price $ 0.33 $ 0.33 Dividend yield — — Risk-free interest 4.15 % 3.46 % Remaining contractual life (years) 4.88 5.00 Expected volatility 110.6 % 110.9 % |
Loans and Borrowings (Tables)
Loans and Borrowings (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Loans and Borrowings | June 30, March 31, Promissory note originally of $ 10,000,000 and increased to $ 13,000,000 on July 13, 2022, issued by Sprout, to Morgan Stanley Expansion Capital ("Morgan Stanley" or "MSEC"), guaranteed by the Company and secured through a first-ranking mortgage on all movable current and future, corporeal and incorporeal, and tangible and intangible assets of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing September 30, 2022. Interest is compounded and is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal and accrued interest may also be converted, in whole or in part, at any time before February 1, 2024, upon the mutual consent of Sprout, the Company and MSEC, into common shares of the Company. In connection with the increase of $ 3,000,000 of the promissory note, MSEC was issued 372,670 common shares of Neptune of a value of $ 570,185 . On April 27, 2023, the note maturity has been extended from February 1, 2024 to December 31, 2024, which will bear interest at the rate of 15.0 % per annum to December 31, 2023, payable in kind, and 10.0 % per annum, payable in kind, and 5.0 % per annum payable in cash, from and after January 1, 2024. $ 16,077,519 $ 15,622,508 Promissory note of $ 250,000 issued by Sprout on August 26, 2022, guaranteed by the Company and secured by the issued and outstanding capital stock of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing September 30, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal is payable on February 1, 2024 in cash, or, upon the prior consent of the holder, fully or partially in common shares of Neptune at the Company's discretion. Neptune issued 36,765 common shares for a value of $ 75,736 in connection with this promissory note. 240,263 218,517 Promissory notes totaling $ 550,000 issued by Sprout on November 8, 2022, guaranteed by the Company and secured by the issued and outstanding capital stock of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing December 31, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal is payable on February 1, 2024 in cash, or, upon the prior consent of the holder, fully or partially in common shares of Neptune at the Company's discretion. Neptune issued 146,330 common shares for a value of $ 96,578 in connection with these promissory notes. 535,377 496,061 Senior secured notes (the "Notes") issued by the Company on January 12, 2023 for gross proceeds of $ 4,000,000 pursuant to the Note Purchase Agreement with CCUR Holdings, Inc. ("Collateral Agent") and the purchasers named therein. The Notes will mature 12 months from the initial closing and bear interest at a rate of 16.5 % per annum. The Notes are secured by the assets of Neptune excluding the assets of Sprout. Interest will be payable in kind on the first 6 monthly payment dates after the initial closing date and thereafter will be payable in cash. The lender has the right to demand immediate repayment in the event of default of certain covenants. The Company defaulted on certain conditions of the Notes and entered into Waiver and First Amendment to the Notes (the "Waiver Agreement") on March 9, 2023. The Waiver Agreement waived certain administrative, regulatory and financial statement related covenants and the Notes were amended to provide that the Purchasers shall be paid an exit fee in the aggregate amount of $ 200,000 , payable as follows: (i) on or prior to May 15, 2023, $ 100,000 and (ii) on the Maturity Date (as defined in the Note Purchase Agreement), $ 100,000 . The interest rate was also increased to 24 % for a period extending until the Company meets specified criteria in the Waiver Agreement which occurred on March 21, 2023. Amongst other covenants, the Notes require timely filling of financial statements. Debt issuance costs totaling $ 713,320 were capitalized to this loan, including the issuance by Neptune of 850,000 January 2023 Warrants of a value of $ 338,320 . 3,161,812 3,607,116 Accounts receivable factoring facility contracted by Sprout on January 25, 2023, to which an inventory financing through an Invoice Purchase and Security Agreement partnership with Alterna Capital Solutions LLC, was added effective April 21, 2023. The maximum available has been amended to $ 7.5 million, from $ 5.0 million previously announced on January 25, 2023. The terms of the agreement include a Funds Usage Fee of prime plus 1 % with a minimum interest rate of 8 % per annum. The lender was granted a security interest in Sprout's accounts receivable and inventory. The agreement will remain in effect for a 12-month period, effective January 23, 2023, and will be eligible for renewal. Neptune guaranteed the obligations of Sprout in connection with this agreement. 4,934,417 2,762,110 Promissory note of $ 300,000 issued by Sprout on March 11, 2023, guaranteed by the Company and secured by the issued and outstanding capital stock of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing March 31, 2023. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal is payable on February 1, 2024 in cash, or, upon the prior consent of the holder, fully or partially in common shares of Neptune at the Company's discretion. Neptune issued 111,111 268,678 244,952 warrants exercisable at a price of $ 0.54 in connection with this promissory note. The fair value of these warrants was $ 37,723 (refer to note 14(f)). 25,218,066 22,951,264 Less current portion of loans and borrowings 9,565,115 7,538,369 Loans and borrowings $ 15,652,951 $ 15,412,895 |
Capital and other components _2
Capital and other components of equity (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Summary of Warrants | Changes in the value of equity related to the warrants were as follows: June 30, 2023 June 30, 2022 Weighted Weighted average Number of average Number of exercise price warrants exercise price warrants Warrants outstanding at April 1, 2023 and 2022 $ 123.11 784,895 $ 325.34 176,429 Issued 0.0001 7,706,050 0.0001 645,526 Exercised 0.1629 ( 5,410,600 ) 0.0001 ( 645,526 ) Warrants outstanding at June 30, 2023 $ 31.37 3,080,345 $ 325.34 176,429 Warrants exercisable at June 30, 2023 $ 31.37 3,080,345 $ 325.34 176,429 Warrants of the Company classified as equity are composed of the following as at June 30, 2023 and March 31, 2023: June 30, 2023 March 31, 2023 Number Number Number Number outstanding exercisable Amount outstanding exercisable Amount Warrants IFF (i) 57,143 57,143 $ 1,630,210 57,143 57,143 $ 1,630,210 Warrants AMI (ii) 119,286 119,286 4,449,680 119,286 119,286 4,449,680 2020 Warrants (iii) 300,926 300,926 19,058 300,926 300,926 19,058 2021 Warrants (iv) 196,429 196,429 18,652 196,429 196,429 18,652 March 2023 Warrants 111,111 111,111 37,723 111,111 111,111 37,723 Pre-Funded Warrants 2,295,450 2,295,450 135,841 — — — 3,080,345 3,080,345 $ 6,291,164 784,895 784,895 $ 6,155,323 (i) During the year ended March 31, 2020, Neptune granted 57,143 warrants (“Warrants IFF”) with an exercise price of $ 420.00 expiring o n November 7, 2024 . The warrants, granted in exchange for services to be rendered by non-employees, vested proportionally to the services rendered. The Warrants IFF fully vested in fiscal year ended March 31, 2022 and as such no expense was recognized in relation to those instruments since then. (ii) During the year ended March 31, 2020, Neptune granted 119,286 warrants (“Warrants AMI”) with an exercise price of $ 280.00 with 85,715 expiring on October 3, 2024 and 33,572 expiring on February 5, 2025 . The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. The Warrants AMI fully vested in fiscal year ended March 31, 2021 and as such no expense was recognized in relation to those instruments since then. (iii) During the year ended March 31, 2021, Neptune issued a total of 300,926 warrants (“2020 Warrants”) with an exercise price of $ 78.75 expiring on October 22, 2025 . The warrants, issued as part of the Private Placement entered into on October 20, 2020, are exercisable beginning anytime on or after April 22, 2021 until October 22, 2025. Initially classified as liability, the 2020 Warrants which had a fair value of $ 19,058 were reclassified as equity on October 1, 2022 as a result of the change in functional currency. The holders of these warrants will be entitled to participate in dividends and other distributions of assets by the Company to its holders of common shares as though the holder then held common shares. (iv) On February 19, 2021, the Corporation issued 196,429 warrants (“2021 Warrants”) with an exercise price of $ 78.75 expiring on August 19, 2026 . The warrants, issued as part of a Registered Direct Offering entered into on February 17, 2021, are exercisable beginning anytime on or after August 19, 2021 until August 19, 2026. Initially classified as liability, the 2021 Warrants which had a fair value of $ 18,652 were reclassified as equity on October 1, 2022 as a result of the change in functional currency. The holders of these warrants will be entitled to participate in dividends and other distributions of assets by the Company to its holders of common shares as though the holder then held common shares. |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Summarized Financial Information of Non-controlling Interest | Summarized statement of loss and comprehensive loss: Three-month period ended June 30, 2023 June 30, 2022 Recasted Revenue from contracts with customers $ 8,371,799 $ 8,157,597 Cost of sales ( 6,218,218 ) ( 8,312,289 ) Selling, general and administrative expenses ( 4,284,538 ) ( 3,755,529 ) Finance costs ( 847,228 ) ( 538,967 ) Loss before tax ( 2,978,185 ) ( 4,449,188 ) Income tax recovery — — Net loss ( 2,978,185 ) ( 4,449,188 ) Total comprehensive loss ( 2,978,185 ) ( 4,449,188 ) Loss attributable to the subsidiary's non-controlling interest ( 1,486,114 ) ( 2,220,145 ) Comprehensive loss attributable to the subsidiary's non-controlling interest $( 1,486,114 ) $( 2,220,145 ) Summarized statement of balance sheets: June 30, March 31, Current assets $ 13,948,678 12,382,450 Non-current assets 7,907 9,788 Current liabilities 17,331,180 12,938,219 Non-current liabilities 35,939,317 35,789,746 Total equity (deficiency) ( 39,313,912 ) ( 36,335,727 ) Attributable to: Equity holders of the Company $( 22,206,983 ) $( 20,714,912 ) Non-controlling interest ( 17,106,929 ) ( 15,620,815 ) Summarized statement of cash flow: Three-month period ended June 30, 2023 June 30, 2022 Cash flow used in operating activities $( 1,564,777 ) $( 2,082,940 ) Cash flow provided by investing activities — — Cash flow provided by financing activities 1,890,654 648,022 Net increase (decrease) in cash and cash equivalents $ 325,877 $( 1,434,918 ) (1) Cash flow from financing activities is partially provided through intercompany advances. |
Share-based Payment (Tables)
Share-based Payment (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Number and Weighted Average Exercise Prices of Market Performance Options | June 30, 2023 Options outstanding Exercisable options Weighted remaining Weighted Weighted contractual Number of number of average Exercise life options options exercise price outstanding outstanding exercisable price $ 1.55 - $ 1.60 4.13 115,715 38,095 $ 1.55 $ 1.61 - $ 6.07 4.24 114,000 114,000 1.64 $ 6.08 - $ 22.40 3.61 20,716 6,908 11.10 $ 22.41 - $ 28.23 3.12 85,715 57,144 25.55 $ 28.24 - $ 160.91 5.74 81,187 58,101 65.94 4.24 417,333 274,248 $ 20.47 The weighted average fair value of the options granted to employees during the three-month period ended June 30, 2023 was nil ( 2022 - $ 1.59 ). No options were granted by the Company to non-employees during the |
Summary of Number and Weighted Average Share Prices of DSUs | The number and weighted average share prices of DSUs are as follows: 2023 2022 Weighted Weighted average average share Number of share Number of Notes price DSUs price DSUs DSUs outstanding at April 1, 2023 and 2022 $ 66.45 4,308 $ 66.45 6,468 DSUs outstanding at June 30, 2023 and 2022 $ 66.45 4,308 $ 66.45 6,468 DSUs exercisable at June 30, 2023 and 2022 $ 66.45 4,308 $ 39.93 3,531 |
Summary of Number and Weighted Average Share Prices of RSUs | 2023 2022 Weighted Weighted average average share Number of share Number of Notes price RSUs price RSUs RSUs outstanding at April 1st, 2023 and 2022 $ 60.04 2,789 $ 59.75 25,038 Granted — — 6.83 174,579 Released through the issuance of common shares 11(d) — — 8.74 ( 108,079 ) Withheld as payment of withholding taxes 11(d) — — 5.31 ( 68,698 ) RSUs outstanding at June 30, 2023 and 2022 $ 60.04 2,789 $ 50.57 22,840 Stock-based compensation recognized under this plan amounted to nil and $ 1,615,514 respectively for the three-month periods ended June 30, 2023 and 2022. Unrecognized compensation cost at June 30, 2023 is nil (2022 - $ 142,141 unrecognized compensation cost with a weighted average remaining life of 1.55 years). |
Stock Option Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Plan | The number and weighted average exercise prices of stock options are as follows: 2023 2022 Weighted Weighted average average exercise Number of exercise Number of price options price options Options outstanding at April 1st, 2023 and 2022 $ 18.23 417,333 $ 37.41 306,321 Forfeited/Cancelled — — 10.60 ( 14,286 ) Expired — — 36.98 ( 1,094 ) Options outstanding at June 30, 2023 and 2022 $ 18.23 417,333 $ 36.98 290,941 Options exercisable at June 30, 2023 and 2022 $ 20.47 274,248 $ 56.82 106,476 |
Market Performance Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Plan | The number and weighted average exercise prices of market performance options are as follows: 2023 2022 Weighted Weighted average average exercise Number of exercise Number of Notes price options price options Options outstanding at April 1, 2023 and 2022 $ 155.05 157,142 $ 155.05 157,142 Options outstanding at June 30, 2023 and 2022 $ 155.05 157,142 $ 155.05 157,142 Options exercisable at June 30, 2023 and 2022 $ 155.05 21,429 $ 155.05 21,429 Stock-based compensation recognized under this plan amounted to $ 467,228 and $ 601,034 respectively for the three-month periods ended June 30, 2023 and 2022. Unrecognized compensation cost at June 30, 2023 is $ 8,599,502 with a weighted average period remaining of 6.26 years (2022 - $ 11,188,736 with a weighted average period remaining of 7.26 ye ars). |
Loss per share (Tables)
Loss per share (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule Of Participating And Non Participating Warrants | More specifically, the breakdown between participating and non-participating warrants is as follows: Reference Number of warrants outstanding Number of participating warrants Number of non-participating warrants Series A Warrants 714,287 714,287 — Series B Warrants 714,287 714,287 — Series C Warrants 1,744,319 1,744,319 — Series D Warrants 972,763 972,763 — Series E Warrants 6,417,114 6,417,114 — January 2023 Warrants 850,000 850,000 — May 2023 Warrants 12,121,212 12,121,212 — Warrants classified as liability 23,533,982 23,533,982 — Warrants IFF 57,143 — 57,143 Warrants AMI 119,286 — 119,286 2020 Warrants 300,926 300,926 — 2021 Warrants 196,429 196,429 — March 2023 Warrants 111,111 — 111,111 Pre-Funded Warrants 2,295,450 2,295,450 — Warrants classified as equity 3,080,345 2,792,805 287,540 26,614,327 26,326,787 287,540 |
Summary of Earnings Per Share Basic and Diluted | For the three-month periods ended June 30, 2023 and 2022, the Company has a net loss, and therefore, the basic and dilutive loss per share is calculated as follows: Three-month periods ended June 30, June 30, Net loss attributed to equity holders $( 4,914,368 ) $( 4,284,350 ) Basic and dilutive loss attributed to common shareholders $( 4,914,368 ) $( 4,284,350 ) Basic and dilutive weighted-average number of common shares outstanding 16,197,737 5,958,266 Net loss per share attributable to common shareholders of the Company: Basic and dilutive loss per share $( 0.30 ) $( 0.72 ) |
Summary of Outstanding Securities not Included in Computation of Diluted Net Income (Loss) Per Share | The following table summarizes outstanding securities not included in the computation of diluted net income (loss) per share as the effect would have been anti-dilutive for each respective period. Three-month periods ended Securities June 30, June 30, Options, RSU's, DSU's 681,572 577,391 Warrants 24,318,877 5,993,410 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and March 31, 2023: June 30, 2023 Notes Level 1 Level 2 Level 3 Total Assets Other financial assets - Sprout Call Option 4 – – – – Total $— $— $— $— Liabilities Liability related to warrants 10 $— $— $ 2,352,493 $ 2,352,493 Other liability 13(c) – – 23,000 23,000 Total $— $— $ 2,375,493 $ 2,375,493 March 31, 2023 Notes Level 1 Level 2 Level 3 Total Assets Other financial assets - Sprout Call Option 4 – – – – Total $— $— $— $— Liabilities Liability related to warrants 10 $— $— $ 3,156,254 $ 3,156,254 Other liability 13(c) – – 24,000 24,000 Total $— $— $ 3,180,254 $ 3,180,254 |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Revenue Attributed to Geographical Locations | Revenue is attributed to geographical locations based on the origin of customers’ location: Three-month periods ended June 30, June 30, Canada $ 3,800,979 $ 5,056,502 United States 6,805,151 10,931,537 Other countries 21,687 284,189 $ 10,627,817 $ 16,272,228 |
Summary of Long-Lived Assets by Geographical Location | Long-lived assets of the Company are located in the following geographical location: June 30, March 31, Canada $ 223,881 $ 250,921 United States 1,035,209 1,152,343 Total property, plant and equipment $ 1,259,090 $ 1,403,264 June 30, March 31, Canada $ 1,530,924 $ 1,607,089 Total intangible assets $ 1,530,924 $ 1,607,089 June 30, March 31, Canada $ 2,480,080 $ 2,426,385 Total goodwill $ 2,480,080 $ 2,426,385 |
Summary of Revenue Derived from Sale of Goods | The Company derives revenue from the sales of goods which are recognized at a point in time as follows: Three-month periods ended June 30, June 30, Nutraceutical products $ 2,215,355 $ 5,126,114 Cannabis and hemp products — 2,699,970 Food and beverages products 8,371,799 8,142,014 $ 10,587,154 $ 15,968,098 |
Reporting Entity - Additional I
Reporting Entity - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | May 15, 2023 | Jun. 13, 2022 | Jun. 09, 2022 | Feb. 10, 2021 | |
Reporting Entity [Line Items] | |||||||
Common shares issued | 21,822,149 | 11,996,387 | 4,415,162 | ||||
Common stock outstanding | 21,822,149 | 11,996,387 | |||||
Net loss | $ 6,400,482 | $ 6,504,495 | $ 88,800,000 | ||||
Cash flow from operations | 5,297,918 | 6,382,130 | 28,600,000 | ||||
Accumulated deficit | 388,555,731 | $ 383,641,363 | |||||
Cash on hand | $ 1,379,875 | $ 6,231,968 | |||||
Pre-Consolidation Shares | |||||||
Reporting Entity [Line Items] | |||||||
Common shares issued | 198,000,000 | ||||||
Common stock outstanding | 198,000,000 | ||||||
Post-Consolidation Shares | |||||||
Reporting Entity [Line Items] | |||||||
Common shares issued | 5,700,000 | ||||||
Common stock outstanding | 5,700,000 | ||||||
Sprout | |||||||
Reporting Entity [Line Items] | |||||||
Acquired interest | 50.10% | 50.10% |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | Jun. 30, 2023 | Feb. 10, 2021 |
Sprout | ||
Significant Accounting Policies [Line Items] | ||
Acquired interest | 50.10% | 50.10% |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of change in accounting principle (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Reclassification [Line Items] | ||
Cost of sales other than impairment loss on inventories | $ (7,817,051) | $ (17,671,698) |
Total cost of sales | (7,817,051) | (20,751,695) |
Gross profit (loss) | 2,810,766 | (4,479,467) |
Selling, general and administrative expenses | (10,041,057) | (8,968,614) |
Loss from operating activities | (7,252,155) | (14,393,427) |
Net loss | (6,504,495) | |
Total comprehensive loss | $ (6,760,827) | (9,295,974) |
Previously reported | ||
Reclassification [Line Items] | ||
Cost of sales other than impairment loss on inventories | (16,086,578) | |
Total cost of sales | (19,166,575) | |
Gross profit (loss) | (2,894,347) | |
Selling, general and administrative expenses | (10,553,734) | |
Loss from operating activities | (14,393,427) | |
Net loss | (6,504,495) | |
Total comprehensive loss | (9,295,974) | |
Effect of change | ||
Reclassification [Line Items] | ||
Cost of sales other than impairment loss on inventories | (1,585,120) | |
Total cost of sales | (1,585,120) | |
Gross profit (loss) | (1,585,120) | |
Selling, general and administrative expenses | $ 1,585,120 |
Business Combination and Disp_2
Business Combination and Disposal - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||
Oct. 16, 2022 USD ($) | Oct. 16, 2022 CAD ($) | Feb. 10, 2021 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 | |
Business Acquisition [Line Items] | |||||||
Impairment of asset sale and purchase agreement | $ 3,790,340 | $ 5,150,000 | |||||
Assets held for sale | 3,203,557 | ||||||
Impairment loss on assets held for sale | $ (815,661) | $ (15,346,119) | |||||
Canadian Cannabis | |||||||
Business Acquisition [Line Items] | |||||||
Expected cost to sell Canadian cannabis disposal group asset | $ 586,783 | ||||||
Sprout Foods, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Minority ownership percentage | 49.90% | 49.90% | 49.90% | ||||
Sprout | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, date of acquisition | Feb. 10, 2021 | ||||||
Equity interest acquired | 50.10% | ||||||
Sprout | Sprout Call Option | |||||||
Business Acquisition [Line Items] | |||||||
Value of asset | $ 5,523,255 | ||||||
Discount rate | 8.90% | ||||||
Market price description | To establish the market price, the multiples selected were 2.3x for revenues and 12.0x for EBITDA, based on analysis of average and median industry multiples, and were adjusted to consider a 20% discount; the multiples to be used as per the contract are 3.0x for revenues and 15.0x for EBITDA, weighted at 50%. | ||||||
Fair value of asset remeasured | $ 0 | $ 0 | |||||
(Loss) gain on re-measurement of revaluation of derivatives | $ 5,598,198 |
Trade and Other Receivables - S
Trade and Other Receivables - Summary of Trade and Other Receivables (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Receivables [Abstract] | ||
Trade and other receivables | $ 5,982,381 | $ 7,507,333 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,027,142 | $ 5,314,450 |
Finished goods | 8,275,324 | 7,360,850 |
Supplies and spare parts | 467,016 | 330,774 |
Inventory | $ 13,769,482 | $ 13,006,074 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | ||
Impairment losses of inventories | $ 0 | $ 3,079,997 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2023 | |
Cannabis | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment impaired | $ 815,661 | $ 15,346,119 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Lessee Lease Description [Line Items] | |||
Operating lease costs | $ 84,509 | $ 157,881 | |
Right-of-use asset | $ 1,868,773 | $ 1,941,347 |
Leases - Summary of Lease Liabi
Leases - Summary of Lease Liabilities Amounts Recognized in Consolidated Balance Sheets (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Leases [Abstract] | ||
Current | $ 339,620 | $ 339,620 |
Non-current | $ 1,940,174 | $ 2,017,888 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2022 | |
Goodwill [Line Items] | ||
Pre tax discount rate | 11.60% | |
Business plan duration | 3 years | |
Operating result growth rate | 3.50% | |
Trademarks | ||
Goodwill [Line Items] | ||
Intangible assets, Impairment loss | $ 15,385,531 | $ 2,593,529 |
Sprout | ||
Goodwill [Line Items] | ||
Impairment loss on goodwill | $ 11,971,965 | $ 7,570,471 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Aggregate Amount of Goodwill is Allocated to Each Reporting Unit (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Goodwill [Line Items] | ||
Goodwill | $ 2,480,080 | $ 2,426,385 |
Biodroga | ||
Goodwill [Line Items] | ||
Goodwill | $ 2,480,080 | $ 2,426,385 |
Trade and Other Payables - Summ
Trade and Other Payables - Summary of Trade and Other Payables (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Payables [Abstract] | ||
Trade and other payables current | $ 29,486,667 | $ 27,051,561 |
Provisions - Additional Informa
Provisions - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||||
Mar. 22, 2023 USD ($) | Oct. 21, 2022 USD ($) | Jul. 07, 2022 USD ($) | Jun. 30, 2023 USD ($) Instalment | Jun. 30, 2022 USD ($) | Mar. 31, 2019 | May 04, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 23, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||||
Annual royalties percentage of sales and other revenue | 1% | ||||||||
Litigation related to provision for royalty payments | $ 1,027,904 | $ 963,808 | |||||||
Litigation related to provision for royalty payments increased amount | 64,096 | $ 126,204 | |||||||
Litigation related to provision for currency translation adjustments | $ (11,031) | ||||||||
Payments related to litigation provision | 0 | ||||||||
Arbitrator's award with fees and cost including applicable interest | $ 1,127,024 | ||||||||
Settlement agreement date | July 13, 2022 | ||||||||
Settlement amount | $ 543,774 | ||||||||
Settlement gain under selling, general and administrative expenses | $ 583,430 | ||||||||
Litigation settlement amount | $ 500,000 | $ 500,000 | |||||||
Litigation settlement description | The settlement was subject to court approval and certification by the court of the class. On March 16, 2023 the settlement offer was accepted and the first payment in the amount of $500,000 was paid on March 22, 2023. Two additional payments of $500,000 each were subsequently made, on April 21, 2023 and May 4, 2023. The court has set a final approval hearing on July 28, 2023. Neptune intends to pay the balance of the settlement in securities worth $2,750,000 within 31 days after the Final Approval Order is entered. The balance of the settlement is included in trade and other payables. | ||||||||
Number of instalments for litigation settlement expense payable | Instalment | 2 | ||||||||
Litigation settlement expense payable in installment | $ 500,000 | $ 500,000 | |||||||
Litigation settlement expense payable in shares | 2,750,000 | ||||||||
Other provisions for legal fees obligations | 1,654,297 | 1,384,532 | |||||||
Litigation settlement balance payable amount | 0 | ||||||||
Fee award | $ 68,000 | ||||||||
Litigation Settlement Expense Payable In Securities | 2,750,000 | ||||||||
PMGSL | |||||||||
Related Party Transaction [Line Items] | |||||||||
Provision for litigation | 600,000 | $ 600,000 | |||||||
Supplier | |||||||||
Related Party Transaction [Line Items] | |||||||||
Litigation related to provision for currency translation adjustments | (63,381) | ||||||||
Payments related to litigation provision | $ 515,464 | ||||||||
Corporation and Certain of Current and Former Officers | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Litigation settlement amount | $ 4,250,000 | ||||||||
Corporation and Certain of Current and Former Officers | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Litigation settlement amount | $ 4,000,000 |
Liability Related to Warrants -
Liability Related to Warrants - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
May 16, 2023 | May 15, 2023 | May 11, 2023 | Jan. 12, 2023 | Oct. 11, 2022 | Oct. 06, 2022 | Jun. 24, 2022 | Jun. 23, 2022 | Aug. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | |||||||||||||
Gross proceeds from senior secured notes financing | $ 4,000,000 | ||||||||||||
Number of warrants issued | 850,000 | 12,121,212 | 3,891,052 | ||||||||||
Shares issued during period, shares | 3,208,557 | ||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 12,121,212 | 972,763 | |||||||||||
Combined purchase price for one common share and one warrant | $ 1.87 | ||||||||||||
Net proceeds from share issuance | $ 4,000,000 | $ 6,000,002 | |||||||||||
Proceeds to liabilities, initial liability | $ 338,320 | 7,029,614 | |||||||||||
Net proceeds from issuance of common stock | 5,135,002 | ||||||||||||
Loss on warrants | $ 1,029,614 | ||||||||||||
Loss on remeasurement of warrant liabilities | $ (787,985) | $ (2,126,955) | |||||||||||
Proceeds from the issuance of shares and warrants through a Direct Offering | $ 5,000,002 | $ 4,000,000 | $ 5,000,002 | ||||||||||
Exercise price of warrants | $ 0.33 | $ 0.33 | $ 0.53 | $ 1.62 | $ 2.32 | $ 0.45 | |||||||
Warrant exercisable term | 5 years | 5 years | |||||||||||
Residual amount allocated | $ (2,126,955) | ||||||||||||
Total issue costs | $ 758,628 | ||||||||||||
Exercise price | $ 0.33 | $ 0.33 | $ 0.53 | $ 1.62 | $ 2.32 | $ 0.45 | |||||||
Warrants exercised (shares) | 384,446 | ||||||||||||
Warrants exercised | $ 1,769,000 | $ 541 | |||||||||||
Public offering price per share | $ 0.33 | ||||||||||||
Common shares issued | 4,415,162 | 21,822,149 | 11,996,387 | ||||||||||
Pre-funded warrants | 23,533,982 | 5,816,981 | 11,412,770 | 1,925,929 | |||||||||
Fair value of senior notes | $ 3,661,680 | ||||||||||||
Legal fees on direct offering | $ 170,739 | ||||||||||||
Private Placement | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Total issue costs | $ 465,211 | ||||||||||||
May 2023 Direct Offering | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Shares issued during period, shares | 12,121,212 | 12,121,212 | |||||||||||
Proceeds from the issuance of shares and warrants through a Direct Offering | $ 4,000,000 | ||||||||||||
Exercise price of warrants | $ 0.33 | ||||||||||||
Total issue costs | 758,628 | ||||||||||||
Exercise price | $ 0.33 | ||||||||||||
Maximum [Member] | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Number of warrants issued | 8,423,732 | 6,417,114 | |||||||||||
Exercise price of warrants | $ 11.2 | ||||||||||||
Exercise price | 11.2 | ||||||||||||
Minimum [Member] | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Exercise price of warrants | 1.62 | ||||||||||||
Exercise price | $ 1.62 | ||||||||||||
Common Shares | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Shares issued during period, shares | 1,300,000 | ||||||||||||
Number of shares exercisable for common share | 1 | ||||||||||||
Total issue costs | 136,461 | $ 865,000 | |||||||||||
Equity Warrants | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Total issue costs | 238,065 | ||||||||||||
Equity Warrants | May 2023 Direct Offering | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Total issue costs | 238,065 | ||||||||||||
Finance Costs | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Total issue costs | 384,102 | ||||||||||||
Finance Costs | May 2023 Direct Offering | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Total issue costs | 384,102 | ||||||||||||
Pre-Funded Warrants | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Number of warrants issued | 7,706,050 | 645,526 | |||||||||||
Exercise price of warrants | $ 0.0001 | ||||||||||||
Gross proceeds from offering | $ 65 | $ 541 | |||||||||||
Exercise price | $ 0.0001 | ||||||||||||
Warrants exercised (shares) | 5,410,600 | ||||||||||||
Pre-funded warrants | 2,295,450 | ||||||||||||
Pre-Funded Warrants | Binomial Model | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Relative Fair Value Under Equity | 1,255,240 | ||||||||||||
Difference of fair value under equity allocated to common shares | 719,513 | ||||||||||||
Series C Warrants | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 1,945,526 | 201,207 | |||||||||||
Exercise price of warrants | $ 2.32 | $ 0.33 | |||||||||||
Warrant exercisable term | 5 years | ||||||||||||
Exercise price | $ 2.32 | $ 0.33 | |||||||||||
Change in fair value of warrant liability | $ (308,406) | $ (2,415,483) | |||||||||||
Class of warrants or rights for which termination date has been extended | 972,763 | ||||||||||||
Extended termination date | 2 years | ||||||||||||
Pre-funded warrants | 771,556 | ||||||||||||
Series C Warrants | Maximum [Member] | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Number of warrants issued | 972,763 | ||||||||||||
Series C Warrants | Black-Scholes Model | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Initial warrant liability | $ 4,046,836 | ||||||||||||
Series D warrants | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 1,945,526 | ||||||||||||
Exercise price of warrants | $ 2.32 | $ 0.33 | |||||||||||
Warrant exercisable term | 2 years | ||||||||||||
Combined offering price of warrants | 2.57 | ||||||||||||
Exercise price | $ 2.32 | $ 0.33 | |||||||||||
Change in fair value of warrant liability | $ (52,905) | $ (2,064,160) | |||||||||||
Pre-funded warrants | 972,763 | ||||||||||||
Series D warrants | Black-Scholes Model | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Initial warrant liability | $ 3,080,121 | ||||||||||||
May 2023 Warrants | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Number of warrants issued | 12,121,212 | ||||||||||||
Exercise price of warrants | $ 0.33 | ||||||||||||
Exercise price | $ 0.33 | ||||||||||||
Warrants exercised (shares) | 0 | ||||||||||||
Change in fair value of warrant liability | $ (770,547) | ||||||||||||
Pre-funded warrants | 12,121,212 | ||||||||||||
May 2023 Warrants | Binomial Model | |||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||
Initial warrant liability | $ 2,025,247 |
Liability Related to Warrants_2
Liability Related to Warrants - Summary of Changes in Value of Liability Related to Warrants (Details) - USD ($) | 3 Months Ended | ||
Jan. 12, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |||
Number of warrants outstanding, beginning balance | 11,412,770 | 1,925,929 | |
Warrants issued during the period | 850,000 | 12,121,212 | 3,891,052 |
Number of warrants outstanding, ending balance | 23,533,982 | 5,816,981 | |
Warrants outstanding, beginning balance | $ 3,156,254 | $ 5,570,530 | |
Warrants issued during the period | 2,025,247 | 7,126,957 | |
Net revaluation gain | (2,829,008) | (9,523,700) | |
Movements in exchange rates | (5,840) | ||
Warrants outstanding, ending balance | $ 2,352,493 | $ 3,167,947 |
Liability Related to Warrants_3
Liability Related to Warrants - Summary of Outstanding Warrants (Details) - $ / shares | 3 Months Ended | |||||||||
Jun. 30, 2023 | May 16, 2023 | May 11, 2023 | Mar. 31, 2023 | Jan. 12, 2023 | Oct. 11, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | Jun. 23, 2022 | Mar. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | ||||||||||
Number of warrants outstanding | 23,533,982 | 11,412,770 | 5,816,981 | 1,925,929 | ||||||
Number of warrants exercisable | 23,533,982 | |||||||||
Exercise price | $ 0.45 | $ 0.33 | $ 0.33 | $ 0.53 | $ 1.62 | $ 2.32 | ||||
Expiry date | Jun. 23, 2029 | |||||||||
Series A Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Date of issuance | Mar. 14, 2022 | |||||||||
Number of warrants outstanding | 714,287 | |||||||||
Number of warrants exercisable | 714,287 | |||||||||
Exercise price | $ 0.33 | |||||||||
Expiry date | May 15, 2028 | |||||||||
Series B Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Date of issuance | Mar. 14, 2022 | |||||||||
Number of warrants outstanding | 714,287 | |||||||||
Number of warrants exercisable | 714,287 | |||||||||
Exercise price | $ 0.33 | |||||||||
Expiry date | May 15, 2028 | |||||||||
Series C Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Date of issuance | Jun. 23, 2022 | |||||||||
Number of warrants outstanding | 771,556 | |||||||||
Number of warrants exercisable | 771,556 | |||||||||
Exercise price | $ 0.33 | $ 2.32 | ||||||||
Expiry date | May 15, 2028 | |||||||||
Series C Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Date of issuance | Jun. 23, 2022 | |||||||||
Number of warrants outstanding | 972,763 | |||||||||
Number of warrants exercisable | 972,763 | |||||||||
Exercise price | $ 0.33 | |||||||||
Expiry date | Jun. 23, 2029 | |||||||||
Series D warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Date of issuance | Jun. 23, 2022 | |||||||||
Number of warrants outstanding | 972,763 | |||||||||
Number of warrants exercisable | 972,763 | |||||||||
Exercise price | $ 0.33 | $ 2.32 | ||||||||
Expiry date | May 15, 2028 | |||||||||
Series E Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Date of issuance | Oct. 11, 2022 | |||||||||
Number of warrants outstanding | 2,139,038 | |||||||||
Number of warrants exercisable | 2,139,038 | |||||||||
Exercise price | $ 1.62 | |||||||||
Expiry date | Oct. 11, 2027 | |||||||||
Series E Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Date of issuance | Oct. 11, 2022 | |||||||||
Number of warrants outstanding | 4,278,076 | |||||||||
Number of warrants exercisable | 4,278,076 | |||||||||
Exercise price | $ 0.33 | |||||||||
Expiry date | May 15, 2028 | |||||||||
January 2023 Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Date of issuance | Jan. 12, 2023 | |||||||||
Number of warrants outstanding | 850,000 | |||||||||
Number of warrants exercisable | 850,000 | |||||||||
Exercise price | $ 0.53 | |||||||||
Expiry date | Jan. 12, 2028 | |||||||||
May 2023 Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Date of issuance | May 15, 2023 | |||||||||
Number of warrants outstanding | 12,121,212 | |||||||||
Number of warrants exercisable | 12,121,212 | |||||||||
Exercise price | $ 0.33 | |||||||||
Expiry date | May 15, 2028 |
Liability Related to Warrants_4
Liability Related to Warrants - Summary of Reconciliation of Changes in Fair Value of Warrants (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | $ 3,156,254 | $ 5,570,530 |
Warrants issued during the period | 2,025,247 | 7,126,957 |
Warrants outstanding, ending balance | 2,352,493 | 3,167,947 |
2020 Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 309,769 | |
Change in fair value to date of transfer to equity | (288,585) | |
Translation effect | (1,598) | |
Warrants outstanding, ending balance | 19,586 | |
2021 Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 306,704 | |
Change in fair value to date of transfer to equity | (284,062) | |
Translation effect | (8,985) | |
Warrants outstanding, ending balance | 13,657 | |
Series A Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 106,207 | 3,270,816 |
Change in fair value | (32,269) | (2,862,450) |
Translation effect | (17,994) | |
Warrants outstanding, ending balance | 73,938 | 390,372 |
Series B Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 3,641 | 1,683,241 |
Change in fair value | 70,297 | (1,608,960) |
Translation effect | (7,900) | |
Warrants outstanding, ending balance | 73,938 | 66,381 |
Series C Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 494,289 | |
Warrants issued during the period | 4,046,836 | |
Change in fair value | (308,406) | (2,415,483) |
Translation effect | 17,379 | |
Warrants outstanding, ending balance | 185,883 | 1,648,732 |
Series D warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 153,598 | |
Warrants issued during the period | 3,080,121 | |
Change in fair value | (52,905) | (2,064,160) |
Translation effect | 13,258 | |
Warrants outstanding, ending balance | 100,693 | $ 1,029,219 |
Series E Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 2,046,082 | |
Change in fair value | (1,461,489) | |
Warrants outstanding, ending balance | 584,593 | |
January 2023 Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 352,437 | |
Change in fair value | (273,689) | |
Warrants outstanding, ending balance | 78,748 | |
May 2023 Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants issued during the period | 2,025,247 | |
Change in fair value | (770,547) | |
Warrants outstanding, ending balance | $ 1,254,700 |
Liability Related to Warrants_5
Liability Related to Warrants - Summary of Fair Value of Derivative Warrant Liabilities Estimated Using Black-Scholes Option Pricing Model (Details) - Black-Scholes Option Pricing Model | Jun. 30, 2023 $ / shares yr | May 15, 2023 $ / shares yr | Jan. 12, 2023 $ / shares yr | Oct. 11, 2022 $ / shares yr | Jun. 30, 2022 yr $ / shares |
2020 Warrants | Share Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 1.4 | ||||
2020 Warrants | Exercise Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 78.75 | ||||
2020 Warrants | Risk Free Interest | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 2.99 | ||||
2020 Warrants | Remaining Contractual Life (Years) | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | yr | 3.32 | ||||
2020 Warrants | Expected Volatility | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 92.6 | ||||
2021 Warrants | Share Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 1.4 | ||||
2021 Warrants | Exercise Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 78.75 | ||||
2021 Warrants | Risk Free Interest | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 3 | ||||
2021 Warrants | Remaining Contractual Life (Years) | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | yr | 4.14 | ||||
2021 Warrants | Expected Volatility | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 89.2 | ||||
Series A Warrants | Share Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.15 | 1.4 | |||
Series A Warrants | Exercise Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.33 | 11.2 | |||
Series A Warrants | Risk Free Interest | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 4.15 | 3.01 | |||
Series A Warrants | Remaining Contractual Life (Years) | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | yr | 4.88 | 5.21 | |||
Series A Warrants | Expected Volatility | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 110.6 | 85.4 | |||
Series B Warrants | Share Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.15 | 1.4 | |||
Series B Warrants | Exercise Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.33 | 11.2 | |||
Series B Warrants | Risk Free Interest | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 4.15 | 2.83 | |||
Series B Warrants | Remaining Contractual Life (Years) | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | yr | 4.88 | 1.21 | |||
Series B Warrants | Expected Volatility | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 110.6 | 96.4 | |||
Series C Warrants | Share Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.15 | 1.4 | |||
Series C Warrants | Exercise Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.33 | 2.32 | |||
Series C Warrants | Weighted average risk-free interest | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 4.1 | 3.01 | |||
Series C Warrants | Weighted average remaining contractual life (years) | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | yr | 5.5 | 4.98 | |||
Series C Warrants | Weighted average expected volatility | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 107.7 | 86.3 | |||
Series D warrants | Share Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.15 | 1.4 | |||
Series D warrants | Exercise Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.33 | 2.32 | |||
Series D warrants | Weighted average risk-free interest | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 4.15 | 2.92 | |||
Series D warrants | Weighted average remaining contractual life (years) | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | yr | 4.88 | 1.98 | |||
Series D warrants | Weighted average expected volatility | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 110.6 | 93.5 | |||
Series E Warrants | Share Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.15 | 1.54 | |||
Series E Warrants | Weighted average exercise price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.76 | 1.62 | |||
Series E Warrants | Weighted average risk-free interest | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 4.19 | 4.14 | |||
Series E Warrants | Weighted average remaining contractual life (years) | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | yr | 4.68 | 5 | |||
Series E Warrants | Weighted average expected volatility | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 112.2 | 90.4 | |||
January 2023 Warrants | Share Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.15 | 0.53 | |||
January 2023 Warrants | Weighted average exercise price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.53 | 0.53 | |||
January 2023 Warrants | Weighted average risk-free interest | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 4.21 | 3.53 | |||
January 2023 Warrants | Weighted average remaining contractual life (years) | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | yr | 4.54 | 5 | |||
January 2023 Warrants | Weighted average expected volatility | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 113.4 | 98.2 | |||
May 2023 Warrants | Share Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.15 | 0.22 | |||
May 2023 Warrants | Exercise Price | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 0.33 | 0.33 | |||
May 2023 Warrants | Risk Free Interest | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 4.15 | 3.46 | |||
May 2023 Warrants | Remaining Contractual Life (Years) | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | yr | 4.88 | 5 | |||
May 2023 Warrants | Expected Volatility | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants, measurement input | 110.6 | 110.9 |
Loans and Borrowings - Summary
Loans and Borrowings - Summary of Loans and Borrowings (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Loans and borrowings: | ||
Total loans and borrowings | $ 25,218,066 | $ 22,951,264 |
Less current portion of loans and borrowings | 9,565,115 | 7,538,369 |
Loans and borrowings | 15,652,951 | 15,412,895 |
Promissory Note | ||
Loans and borrowings: | ||
Total loans and borrowings | 16,077,519 | 15,622,508 |
Commercial Paper Two | ||
Loans and borrowings: | ||
Total loans and borrowings | 240,263 | 218,517 |
Commercial Paper Three | ||
Loans and borrowings: | ||
Total loans and borrowings | 535,377 | 496,061 |
Senior Secured Notes | ||
Loans and borrowings: | ||
Total loans and borrowings | 3,161,812 | 3,607,116 |
Accounts Receivable Factoring Facility | ||
Loans and borrowings: | ||
Total loans and borrowings | 4,934,417 | 2,762,110 |
Commercial Paper Four | ||
Loans and borrowings: | ||
Total loans and borrowings | $ 268,678 | $ 244,952 |
Loans and Borrowings - Summar_2
Loans and Borrowings - Summary of Loans and Borrowings (Parenthetical) (Details) - USD ($) | 3 Months Ended | |||||||||||||||||
May 15, 2023 | Apr. 27, 2023 | Mar. 31, 2023 | Mar. 09, 2023 | Jan. 12, 2023 | Oct. 11, 2022 | Jul. 13, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 16, 2023 | May 11, 2023 | Feb. 15, 2023 | Jan. 25, 2023 | Nov. 08, 2022 | Sep. 09, 2022 | Aug. 31, 2022 | Aug. 26, 2022 | Mar. 31, 2022 | |
Loans and borrowings | ||||||||||||||||||
Loans and borrowings, interest rate during every three months | 15% | |||||||||||||||||
Common shares issued | 4,415,162 | 11,996,387 | 21,822,149 | |||||||||||||||
Common shares issued, value | $ 321,946,102 | $ 323,411,029 | $ 75,736 | |||||||||||||||
Secured Promissory Notes, interest payable description | The note maturity has been extended from February 1, 2024 to December 31, 2024, which will bear interest at the rate of 15.0% per annum through and including December 31, 2023, payable in kind, and 10.0% per annum, payable in kind, and 5.0% per annum payable in cash, from and after January 1, 2024. | |||||||||||||||||
Loans and borrowings, interest rate payable in kind | 10% | |||||||||||||||||
Loans and borrowings, interest rate payable in cash | 5% | |||||||||||||||||
Gross proceeds from senior secured notes financing | $ 4,000,000 | |||||||||||||||||
Exit fee paid by purchaser | $ 138,606 | $ 0 | ||||||||||||||||
Number of warrants issued | 850,000 | 12,121,212 | 3,891,052 | |||||||||||||||
Warrants issued value | $ 338,320 | |||||||||||||||||
Exercise price of warrants | $ 0.53 | $ 1.62 | $ 0.45 | $ 0.33 | $ 0.33 | $ 2.32 | ||||||||||||
Warrant liability | 3,156,254 | $ 2,352,493 | $ 3,167,947 | $ 5,570,530 | ||||||||||||||
Neptune | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Common shares issued | 146,330 | 36,765 | ||||||||||||||||
Common shares issued, value | $ 96,578 | |||||||||||||||||
Sprout | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Common shares issued | 372,670 | 146,330 | 36,765 | |||||||||||||||
Common shares issued, value | $ 570,185 | $ 96,578 | $ 75,736 | |||||||||||||||
Minimum | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Exercise price of warrants | $ 1.62 | |||||||||||||||||
Maximum | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Number of warrants issued | 8,423,732 | 6,417,114 | ||||||||||||||||
Exercise price of warrants | $ 11.2 | |||||||||||||||||
Promissory Note | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Loans and borrowings, interest rate | 10% | |||||||||||||||||
Loans and borrowings, interest rate during every three months | 1% | |||||||||||||||||
Amount of increase in promissory note | $ 3,000,000 | |||||||||||||||||
Secured Promissory Notes, interest payable description | The outstanding principal balance bears interest at the rate of 10.0% per annum, increasing by 1.00% every three months commencing September 30, 2022. Interest is compounded and is accrued and added to the principal amount of the loan and is presented net of borrowing costs. | |||||||||||||||||
Promissory Note | To December 31, 2023 | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Loans and borrowings, interest rate payable in kind | 15% | |||||||||||||||||
Promissory Note | From and After January 1, 2024 | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Loans and borrowings, interest rate payable in kind | 10% | |||||||||||||||||
Loans and borrowings, interest rate payable in cash | 5% | |||||||||||||||||
Promissory Note | Minimum | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Loans and borrowings | $ 10,000,000 | |||||||||||||||||
Promissory Note | Maximum | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Loans and borrowings | 13,000,000 | |||||||||||||||||
Commercial Paper Two | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Loans and borrowings | $ 250,000 | |||||||||||||||||
Loans and borrowings, interest rate | 10% | |||||||||||||||||
Loans and borrowings, interest rate during every three months | 1% | |||||||||||||||||
Secured Promissory Notes, interest payable description | The outstanding principal balance bears interest at the rate of 10.0% per annum, increasing by 1.00% every three months commencing September 30, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. | |||||||||||||||||
Loans and borrowings, payable date | Feb. 01, 2024 | |||||||||||||||||
Commercial Paper Three | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Loans and borrowings | $ 550,000 | |||||||||||||||||
Loans and borrowings, interest rate | 10% | |||||||||||||||||
Loans and borrowings, interest rate during every three months | 1% | |||||||||||||||||
Loans and borrowings, payable date | Feb. 01, 2024 | |||||||||||||||||
Senior Secured Notes | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Loans and borrowings, interest rate during every three months | 16.50% | 24% | ||||||||||||||||
Gross proceeds from senior secured notes financing | $ 4,000,000 | |||||||||||||||||
Senior secured notes financing, Description | The Notes will mature 12 months from the initial closing and bear interest at a rate of 16.5% per annum. | |||||||||||||||||
Senior secured notes financing, Payment term | Interest will be payable in kind on the first 6 monthly payment dates after the initial closing date and thereafter will be payable in cash. | |||||||||||||||||
Debt issuance costs | $ 713,320 | |||||||||||||||||
Senior Secured Notes | Waiver Agreement | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Exit fee paid by purchaser | $ 100,000 | $ 100,000 | $ 200,000 | |||||||||||||||
Accounts Receivable Factoring Facility | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Maximum available amount | $ 7,500,000 | $ 5,000,000 | ||||||||||||||||
Fund usage fees, percentage | 1% | |||||||||||||||||
Minimum interest rate | 8% | |||||||||||||||||
Agreement terms description | The agreement will remain in effect for a 12-month period, effective January 23, 2023, and will be eligible for renewal. | |||||||||||||||||
Commercial Paper Four | ||||||||||||||||||
Loans and borrowings | ||||||||||||||||||
Loans and borrowings | $ 300,000 | |||||||||||||||||
Loans and borrowings, interest rate | 10% | |||||||||||||||||
Loans and borrowings, interest rate during every three months | 1% | |||||||||||||||||
Secured Promissory Notes, interest payable description | The outstanding principal balance bears interest at the rate of 10.0% per annum, increasing by 1.00% every three months commencing March 31, 2023. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. | |||||||||||||||||
Loans and borrowings, payable date | Feb. 01, 2024 | |||||||||||||||||
Number of warrants issued | 111,111 | |||||||||||||||||
Exercise price of warrants | $ 0.54 | |||||||||||||||||
Warrant liability | $ 37,723 |
Loans and Borrowings - Summar_3
Loans and Borrowings - Summary of Loans and Borrowings - Additional Information (Details) - USD ($) | 3 Months Ended | |||||
May 22, 2023 | Apr. 27, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | May 10, 2023 | Jan. 25, 2023 | |
Debt Instrument [Line Items] | ||||||
Purchase price | $ 13,000,000 | |||||
Secured Promissory Notes, interest payable description | The note maturity has been extended from February 1, 2024 to December 31, 2024, which will bear interest at the rate of 15.0% per annum through and including December 31, 2023, payable in kind, and 10.0% per annum, payable in kind, and 5.0% per annum payable in cash, from and after January 1, 2024. | |||||
Senior secured notes financing, Interest rate | 15% | |||||
Senior secured notes financing, interest rate payable in kind | 10% | |||||
Senior secured notes financing, interest rate payable in cash | 5% | |||||
Interest expense | $ 955,890 | $ 250,000 | ||||
Factoring fees | 163,355 | 0 | ||||
Exit fee | $ 138,606 | $ 0 | ||||
Note Purchase Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Purchase Agreement Date | Jan. 12, 2023 | |||||
Waiver Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Purchase agreement prepayment amount | $ 2,000,000 | |||||
Purchase agreement due date | May 15, 2023 | |||||
Mandatory prepayment amount paid | $ 1,000,000 | |||||
Interest rate accrued | 24% | |||||
Extention fee aggregate amount | $ 138,606 | |||||
Alterna Capital Solutions, LLC [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Inventory line | $ 7,500,000 | $ 5,000,000 |
Capital and Other Components _3
Capital and Other Components of Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||||||||
May 16, 2023 | May 15, 2023 | May 11, 2023 | Mar. 10, 2023 | Jan. 12, 2023 | Oct. 11, 2022 | Oct. 06, 2022 | Jun. 24, 2022 | Jun. 23, 2022 | Aug. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Feb. 15, 2023 | Sep. 09, 2022 | Aug. 26, 2022 | Jul. 13, 2022 | Mar. 31, 2022 | Mar. 23, 2022 | |
Class Of Stock [Line Items] | |||||||||||||||||||
Percentage of dividend issued on paid up capital | 5% | ||||||||||||||||||
Number of shares issued | 4,415,162 | 21,822,149 | 11,996,387 | ||||||||||||||||
Exercise price of warrants | $ 0.33 | $ 0.33 | $ 0.53 | $ 1.62 | $ 2.32 | $ 0.45 | |||||||||||||
Number of warrants issued | 850,000 | 12,121,212 | 3,891,052 | ||||||||||||||||
Proceeds from exercise of warrants | $ 5,000,002 | $ 4,000,000 | $ 5,000,002 | ||||||||||||||||
Common shares issued, value | $ 323,411,029 | $ 321,946,102 | $ 75,736 | ||||||||||||||||
Warrants exercised (shares) | 384,446 | ||||||||||||||||||
Number of warrants outstanding | 23,533,982 | 5,816,981 | 11,412,770 | 1,925,929 | |||||||||||||||
Warrant exercisable term | 5 years | 5 years | |||||||||||||||||
Warrants amount | $ 2,352,493 | $ 3,167,947 | $ 3,156,254 | $ 5,570,530 | |||||||||||||||
Warrant issued | 2,025,247 | $ 7,126,957 | |||||||||||||||||
Number of shares issued | 3,208,557 | ||||||||||||||||||
Residual amount allocated | (2,126,955) | ||||||||||||||||||
Total issue costs | $ 758,628 | ||||||||||||||||||
Warrants to purchase common shares | 12,121,212 | 972,763 | |||||||||||||||||
Warrants exercised | $ 1,769,000 | 541 | |||||||||||||||||
March 2023 Warrants | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Exercise price of warrants | $ 0.54 | ||||||||||||||||||
Number of warrants issued | 111,111 | ||||||||||||||||||
Gross proceeds | $ 300,000 | ||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||
Warrants amount | $ 37,723 | ||||||||||||||||||
Sprout | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 146,330 | 36,765 | 372,670 | ||||||||||||||||
Common shares issued, value | $ 96,578 | $ 75,736 | $ 570,185 | ||||||||||||||||
Additional amount committed | $ 3,000,000 | ||||||||||||||||||
Sprout | Amended Promissory Notes | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Additional amount committed | $ 550,000 | $ 250,000 | |||||||||||||||||
Equity Warrants | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Total issue costs | $ 238,065 | ||||||||||||||||||
Finance Costs | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Total issue costs | 384,102 | ||||||||||||||||||
Direct Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Prefund warrant description | Pre-Funded Warrant exercisable for one Common Share | Pre-Funded Warrant exercisable for one Common Share. | |||||||||||||||||
Exercise price of warrants | $ 0.0001 | $ 0.001 | |||||||||||||||||
Private Placement | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Total issue costs | 465,211 | ||||||||||||||||||
May 2023 Direct Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Exercise price of warrants | $ 0.33 | ||||||||||||||||||
Proceeds from exercise of warrants | $ 4,000,000 | ||||||||||||||||||
Number of shares issued | 4,415,162 | ||||||||||||||||||
Number of shares issued | 12,121,212 | 12,121,212 | |||||||||||||||||
Shares exercisable description | exercised for a period of 5 years from the date of issuance | ||||||||||||||||||
Total issue costs | 758,628 | ||||||||||||||||||
May 2023 Direct Offering | Black-Scholes Model | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrants amount | $ 2,025,247 | ||||||||||||||||||
May 2023 Direct Offering | Common Stock | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Total issue costs | 136,461 | ||||||||||||||||||
May 2023 Direct Offering | Equity Warrants | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Total issue costs | 238,065 | ||||||||||||||||||
May 2023 Direct Offering | Finance Costs | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Total issue costs | $ 384,102 | ||||||||||||||||||
June 2022 Direct Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 1,300,000 | ||||||||||||||||||
Maximum | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Exercise price of warrants | $ 11.2 | ||||||||||||||||||
Number of warrants issued | 8,423,732 | 6,417,114 | |||||||||||||||||
Minimum | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Exercise price of warrants | $ 1.62 | ||||||||||||||||||
DSUs | Board of Directors | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 0 | 0 | |||||||||||||||||
RSUs | CEO | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 0 | 108,079 | |||||||||||||||||
Share issued price per share | $ 8.74 | ||||||||||||||||||
Withheld as payment of withholding taxes | 68,697 | ||||||||||||||||||
Withholding taxes to paid | $ 469,139 | ||||||||||||||||||
Restricted Common Shares | Employees | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 0 | 0 | |||||||||||||||||
Pre-Funded Warrants | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of warrants issued | 7,706,050 | 645,526 | |||||||||||||||||
Warrants exercised (shares) | 5,410,600 | ||||||||||||||||||
Number of warrants outstanding | 2,295,450 | ||||||||||||||||||
Exercise of pre-funded warrants | $ 541 | ||||||||||||||||||
Residual amount allocated | $ 719,513 | ||||||||||||||||||
Gross proceeds from offering | $ 65 | $ 541 | |||||||||||||||||
Pre-Funded Warrants | Black-Scholes Model | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrants amount | $ 1,255,240 | ||||||||||||||||||
Pre-Funded Warrants | Direct Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Exercise price of warrants | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Proceeds from exercise of warrants | $ 65 | ||||||||||||||||||
Offering price | $ 0.33 | $ 2.57 | |||||||||||||||||
Aggregate gross proceeds | $ 4,000,000 | $ 5,000,002 | |||||||||||||||||
Pre-Funded Warrants | May 2023 Direct Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrant issued | $ 7,706,050 | ||||||||||||||||||
Pre-Funded Warrants | June 2022 Direct Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrant issued | 645,526 | ||||||||||||||||||
Series C Warrants | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Class of warrants or rights for which termination date has been extended | 972,763 | ||||||||||||||||||
Extended termination date | 2 years | ||||||||||||||||||
Warrants to purchase common shares | 201,207 | ||||||||||||||||||
Series C Warrants | Black-Scholes Model | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrants amount | $ 4,046,836 | ||||||||||||||||||
Series C Warrants | Direct Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 1,945,526 | ||||||||||||||||||
Series D warrants | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrants to purchase common shares | 972,763 | ||||||||||||||||||
Series D warrants | Black-Scholes Model | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrants amount | $ 3,080,121 | ||||||||||||||||||
Series D warrants | Direct Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Exercise price of warrants | $ 2.32 | ||||||||||||||||||
Number of shares issued | 1,945,526 | ||||||||||||||||||
Shares exercisable description | exercised for a period of 5 years and 2 years respectively from the date of issuance | ||||||||||||||||||
Series A Preferred Shares | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 0 | ||||||||||||||||||
Number of shares outstanding | 0 | ||||||||||||||||||
Stock Options Exercised | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Share options exercised, shares | 0 | 0 |
Capital and Other Components _4
Capital and Other Components of Equity - Summary of Changes in Value of Equity (Details) - $ / shares | 3 Months Ended | |||||
May 16, 2023 | Jan. 12, 2023 | Oct. 11, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding, Weighted average exercise price | $ 0.33 | $ 0.53 | $ 1.62 | $ 0.45 | ||
Number of warrants outstanding, beginning balance | 11,412,770 | 1,925,929 | ||||
Number of warrants issued | 850,000 | 12,121,212 | 3,891,052 | |||
Number of warrants outstanding, ending balance | 23,533,982 | 5,816,981 | ||||
Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding, Weighted average exercise price | $ 123.11 | $ 325.34 | ||||
Issued, Weighted average exercise price | 0.0001 | 0.0001 | ||||
Exercised, Weighted average exercise price | 0.1629 | 0.0001 | ||||
Warrants outstanding, Weighted average exercise price | 31.37 | 325.34 | ||||
Warrants exercisable, Weighted average exercise price | $ 31.37 | $ 325.34 | ||||
Number of warrants outstanding, beginning balance | 784,895 | 176,429 | ||||
Number of warrants issued | 7,706,050 | 645,526 | ||||
Number of warrants exercised | (5,410,600) | (645,526) | ||||
Number of warrants outstanding, ending balance | 3,080,345 | 176,429 | ||||
Number of warrants exercisable | 3,080,345 | 176,429 | 784,895 |
Capital and Other Components _5
Capital and Other Components of Equity - Summary of Warrants (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 |
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 23,533,982 | 11,412,770 | 5,816,981 | 1,925,929 |
Warrants amount | $ 2,352,493 | $ 3,156,254 | $ 3,167,947 | $ 5,570,530 |
2020 Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants amount | 19,586 | 309,769 | ||
2021 Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants amount | $ 13,657 | $ 306,704 | ||
Pre-Funded Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 2,295,450 | |||
Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 3,080,345 | 784,895 | 176,429 | 176,429 |
Number of warrants exercisable | 3,080,345 | 784,895 | 176,429 | |
Warrants amount | $ 6,291,164 | $ 6,155,323 | ||
Warrants | Warrants IFF | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 57,143 | 57,143 | ||
Number of warrants exercisable | 57,143 | 57,143 | ||
Warrants amount | $ 1,630,210 | $ 1,630,210 | ||
Warrants | Warrants AMI | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 119,286 | 119,286 | ||
Number of warrants exercisable | 119,286 | 119,286 | ||
Warrants amount | $ 4,449,680 | $ 4,449,680 | ||
Warrants | 2020 Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 300,926 | 300,926 | ||
Number of warrants exercisable | 300,926 | 300,926 | ||
Warrants amount | $ 19,058 | $ 19,058 | ||
Warrants | 2021 Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 196,429 | 196,429 | ||
Number of warrants exercisable | 196,429 | 196,429 | ||
Warrants amount | $ 18,652 | $ 18,652 | ||
Warrants | March 2023 Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 111,111 | 111,111 | ||
Number of warrants exercisable | 111,111 | 111,111 | ||
Warrants amount | $ 37,723 | $ 37,723 | ||
Warrants | Pre-Funded Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 2,295,450 | |||
Number of warrants exercisable | 2,295,450 | |||
Warrants amount | $ 135,841 |
Capital and Other Components _6
Capital and Other Components of Equity - Summary of Warrants (Parenthetical) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Feb. 19, 2021 | Jun. 30, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | May 16, 2023 | |
Class Of Warrant Or Right [Line Items] | ||||||
Warrants expiring date | Jun. 23, 2029 | |||||
Warrants IFF | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Number of warrants granted | 57,143 | |||||
Warrants exercise price | $ 420 | |||||
Warrants expiring date | Nov. 07, 2024 | |||||
Description of vesting requirements for share-based payment arrangement | The warrants, granted in exchange for services to be rendered by non-employees, vested proportionally to the services rendered. | |||||
Value of warrants recognized as expense during period | $ 0 | |||||
Warrants AMI | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Number of warrants granted | 119,286 | |||||
Warrants exercise price | $ 280 | |||||
Description of vesting requirements for share-based payment arrangement | The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. | |||||
Value of warrants recognized as expense during period | $ 0 | |||||
Warrants AMI | Warrants Expiring on October 3, 2024 | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Number of warrants granted | 85,715 | |||||
Warrants expiring date | Oct. 03, 2024 | |||||
Warrants AMI | Warrants Expiring on February 5, 2025 | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Number of warrants granted | 33,572 | |||||
Warrants expiring date | Feb. 05, 2025 | |||||
2020 Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Number of warrants granted | 300,926 | |||||
Warrants exercise price | $ 78.75 | |||||
Adjustment for warrants fair value | $ 19,058 | |||||
2020 Warrants | Warrants Expiring on October 22, 2025 | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants expiring date | Oct. 22, 2025 | |||||
2021 Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Number of warrants granted | 196,429 | |||||
Warrants exercise price | $ 78.75 | |||||
Adjustment for warrants fair value | $ 18,652 | |||||
2021 Warrants | Warrants Expiring on August 19 2026 | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants expiring date | Aug. 19, 2026 |
Non-controlling Interest - Summ
Non-controlling Interest - Summarized Statement of Loss and Comprehensive Loss (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Minority Interest [Line Items] | ||
Revenue from contracts with customers | $ 10,587,154 | $ 15,968,098 |
Selling, general and administrative expenses | (10,041,057) | (8,968,614) |
Finance costs | (1,793,179) | (916,522) |
Loss before income taxes | (6,400,482) | (6,504,495) |
Equity holders of the Company | (4,914,368) | (4,284,350) |
Total comprehensive loss | (6,760,827) | (9,295,974) |
Loss attributable to the subsidiary's non-controlling interest | (1,486,114) | (2,220,145) |
Comprehensive loss attributable to the subsidiary's non-controlling interest | (1,486,114) | (2,220,145) |
Sprout | ||
Minority Interest [Line Items] | ||
Revenue from contracts with customers | 8,371,799 | 8,157,597 |
Cost of sales | (6,218,218) | (8,312,289) |
Selling, general and administrative expenses | (4,284,538) | (3,755,529) |
Finance costs | (847,228) | (538,967) |
Loss before income taxes | (2,978,185) | (4,449,188) |
Equity holders of the Company | (2,978,185) | (4,449,188) |
Total comprehensive loss | (2,978,185) | (4,449,188) |
Loss attributable to the subsidiary's non-controlling interest | (1,486,114) | (2,220,145) |
Comprehensive loss attributable to the subsidiary's non-controlling interest | $ (1,486,114) | $ (2,220,145) |
Non-controlling Interest - Su_2
Non-controlling Interest - Summarized Statement of Balance Sheets (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 |
Minority Interest [Line Items] | ||||
Current assets | $ 23,398,783 | $ 23,550,173 | ||
Current liabilities | 45,026,096 | 41,034,144 | ||
Total equity | (32,104,571) | (27,560,669) | $ 53,778,639 | $ 60,837,599 |
Equity holders of the Company | (14,997,642) | (11,939,854) | ||
Non-controlling interest | (17,106,929) | (15,620,815) | ||
Sprout | ||||
Minority Interest [Line Items] | ||||
Current assets | 13,948,678 | 12,382,450 | ||
Non-current assets | 7,907 | 9,788 | ||
Current liabilities | 17,331,180 | 12,938,219 | ||
Non-current liabilities | 35,939,317 | 35,789,746 | ||
Total equity | (39,313,912) | (36,335,727) | ||
Equity holders of the Company | (22,206,983) | (20,714,912) | ||
Non-controlling interest | $ (17,106,929) | $ (15,620,815) |
Non-controlling Interest - Su_3
Non-controlling Interest - Summarized Statement of Cash Flow (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Minority Interest [Line Items] | |||
Cash flow used in operating activities | $ (5,297,918) | $ (6,382,130) | $ (28,600,000) |
Cash flow used in investment activities | (3,745) | ||
Cash flow from financing activities | 4,250,865 | 4,534,856 | |
Foreign exchange loss on cash and cash equivalents held in foreign currencies | 437,416 | (647,099) | |
Net decrease in cash and cash equivalents | (613,382) | (2,494,373) | |
Sprout | |||
Minority Interest [Line Items] | |||
Cash flow used in operating activities | (1,564,777) | (2,082,940) | |
Cash flow from financing activities | 1,890,654 | 648,022 | |
Net decrease in cash and cash equivalents | $ 325,877 | $ (1,434,918) |
Share-based Payment - Additiona
Share-based Payment - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||
Nov. 14, 2021 USD ($) shares | Jul. 08, 2019 $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 shares | Mar. 31, 2021 | Mar. 31, 2020 Instalment | Mar. 31, 2023 USD ($) shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation recognized | $ 616,157 | $ 2,706,153 | ||||||
Recovery of stock-based compensation | 0 | (3,154,328) | ||||||
Long Term Cash Bonus | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation recognized | 1,000 | $ 75,757 | ||||||
Long-term incentive payable | 15,000,000 | |||||||
Minimum market capitalization | 1,000,000,000 | |||||||
Liability related to long-term incentive | $ 23,000 | $ 24,000 | ||||||
Non-employees | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of options granted | shares | 0 | 0 | ||||||
Stock Option Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation recognized | $ 148,929 | $ 480,411 | ||||||
Terms and conditions of share based payment | the term of the options cannot exceed ten years and every stock option granted under the stock option plan will be subject to conditions no less restrictive than a minimum vesting period of 18 months and a gradual and equal acquisition of vesting rights at least on a quarterly basis. The Company’s stock-option plan allows the Company to issue a number of stock options not exceeding 25% of the number of common shares issued and outstanding at the time of any grant. The total number of stock options issuable to a single holder cannot exceed 20% of the Company’s total issued and outstanding common shares at the time of the grant, provided that the maximum number of stock options issuable to a single consultant cannot exceed 2% of the Company's total issued and outstanding common shares at the time of the grant. | |||||||
Percentage of maximum number of stock options can be issued | 25% | |||||||
Percentage of maximum number of stock options issuable to single holder | 20% | |||||||
Number of Option Issuable to Single Consultant Percentage of Outstanding Stock Maximum | 2% | |||||||
Vesting period | 18 months | |||||||
Unrecognized compensation cost | $ 147,458 | $ 918,873 | ||||||
Unrecognized compensation cost weighted average remaining life | 9 months 29 days | 1 year 2 months 4 days | ||||||
Weighted average grant date fair value, granted | $ / shares | $ 0 | $ 1.59 | ||||||
Non-market Performance Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation recognized | $ 0 | $ 0 | ||||||
Expiration date | Jul. 08, 2029 | |||||||
Description of vesting requirements for share-based payment arrangement | These options vest after the attainment of non-market performance conditions within the following ten years. | |||||||
Vesting period | 10 years | |||||||
Number of options vested | shares | 0 | |||||||
Options exercisable | shares | 0 | 0 | ||||||
Non-market Performance Options | CEO | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of options granted | shares | 100,000 | |||||||
Weighted average exercise price | $ / shares | $ 4.43 | |||||||
Market Performance Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation recognized | $ 467,228 | $ 601,034 | ||||||
Expiration date | Jul. 08, 2029 | |||||||
Vesting period | 10 years | |||||||
Options exercisable | shares | 21,429 | 21,429 | ||||||
Unrecognized compensation cost | $ 8,599,502 | $ 11,188,736 | ||||||
Unrecognized compensation cost weighted average remaining life | 6 years 3 months 3 days | 7 years 3 months 3 days | ||||||
Market Performance Options | CEO | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of options granted | shares | 157,142 | |||||||
Weighted average exercise price | $ / shares | $ 155.05 | |||||||
DSUs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation recognized | $ 0 | $ 9,194 | ||||||
Unrecognized compensation cost | $ 0 | $ 2,939 | ||||||
Shares outstanding | shares | 4,308 | 6,468 | 6,468 | 4,308 | ||||
Number of other equity instruments exercised or vested in share based payment arrangement upon services to be render 12 months from date of grant | shares | 0 | 1,944 | ||||||
RSUs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation recognized | $ 0 | $ 1,615,514 | ||||||
Vesting period | 3 years | |||||||
Unrecognized compensation cost | $ 0 | $ 142,141 | ||||||
Unrecognized compensation cost weighted average remaining life | 1 year 6 months 18 days | |||||||
Shares outstanding | shares | 2,789 | 22,840 | 25,038 | 2,789 | ||||
Vesting instalments | Instalment | 36 | |||||||
Weighted average share price, Granted | $ / shares | $ 0 | $ 6.83 | ||||||
Maximum insurance coverage | $ 15,000,000 | |||||||
Cash entitled | $ 6,900,000 | |||||||
Options to purchase common stock | shares | 8,500,000 | |||||||
Accrued liability including withholding taxes payable | $ 8,587 | |||||||
Gain on revaluation of liability | 8,587 | $ 3,154,328 | ||||||
Share based compensation, settlement value | $ 0 | $ 1,187,221 | ||||||
RSUs | Minimum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting period | 6 months | |||||||
RSUs | Maximum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting period | 3 years |
Share-based Payment - Summary o
Share-based Payment - Summary of Stock Option Plan (Details) - Stock Option Plan - $ / shares | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average exercise price, Options outstanding, Beginning balance | $ 18.23 | $ 37.41 |
Weighted average exercise price, Forfeited/Cancelled | 10.6 | |
Weighted average exercise price, Expired | 36.98 | |
Weighted average exercise price, Options outstanding, Ending balance | 18.23 | 36.98 |
Weighted average exercise price, Options exercisable | $ 20.47 | $ 56.82 |
Options outstanding, Beginning balance | 417,333 | 306,321 |
Forfeited/Cancelled | (14,286) | |
Expired | (1,094) | |
Options outstanding , Ending balance | 417,333 | 290,941 |
Options exercisable | 274,248 | 106,476 |
Share-based Payment - Schedule
Share-based Payment - Schedule of Number and Contractual Life of Options (Details) - Stock Option Plan | 3 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Weighted remaining contractual life outstanding | 4 years 2 months 26 days |
Number of options outstanding | shares | 417,333 |
Weighted number of options exercisable | shares | 274,248 |
Weighted average exercise price | $ 20.47 |
$1.55 - $1.60 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range limit | 1.55 |
Exercise price, upper range limit | $ 1.6 |
Weighted remaining contractual life outstanding | 4 years 1 month 17 days |
Number of options outstanding | shares | 115,715 |
Weighted number of options exercisable | shares | 38,095 |
Weighted average exercise price | $ 1.55 |
$1.61 - $6.07 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range limit | 1.61 |
Exercise price, upper range limit | $ 6.07 |
Weighted remaining contractual life outstanding | 4 years 2 months 26 days |
Number of options outstanding | shares | 114,000 |
Weighted number of options exercisable | shares | 114,000 |
Weighted average exercise price | $ 1.64 |
$6.08 - $22.40 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range limit | 6.08 |
Exercise price, upper range limit | $ 22.4 |
Weighted remaining contractual life outstanding | 3 years 7 months 9 days |
Number of options outstanding | shares | 20,716 |
Weighted number of options exercisable | shares | 6,908 |
Weighted average exercise price | $ 11.1 |
$22.41 - $28.23 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range limit | 22.41 |
Exercise price, upper range limit | $ 28.23 |
Weighted remaining contractual life outstanding | 3 years 1 month 13 days |
Number of options outstanding | shares | 85,715 |
Weighted number of options exercisable | shares | 57,144 |
Weighted average exercise price | $ 25.55 |
$28.24 - $160.91 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range limit | 28.24 |
Exercise price, upper range limit | $ 160.91 |
Weighted remaining contractual life outstanding | 5 years 8 months 26 days |
Number of options outstanding | shares | 81,187 |
Weighted number of options exercisable | shares | 58,101 |
Weighted average exercise price | $ 65.94 |
Share-based Payment - Summary_2
Share-based Payment - Summary of Number and Weighted Average Exercise Prices of Market Performance Options (Details) - Market Performance Options - $ / shares | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average exercise price, Options outstanding, Beginning balance | $ 155.05 | $ 155.05 |
Weighted average exercise price, Options outstanding, Ending balance | 155.05 | 155.05 |
Weighted average exercise price, Options exercisable | $ 155.05 | $ 155.05 |
Options outstanding, Beginning balance | 157,142 | 157,142 |
Options outstanding , Ending balance | 157,142 | 157,142 |
Options exercisable | 21,429 | 21,429 |
Share-based Payment - Summary_3
Share-based Payment - Summary of Number and Weighted Average Share Prices of DSUs (Details) - DSUs - $ / shares | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average share price, Beginning balance | $ 66.45 | $ 66.45 |
Weighted average share price, Ending balance | 66.45 | 66.45 |
Weighted average share price, exercisable | $ 66.45 | $ 39.93 |
Shares outstanding, Beginning balance | 4,308 | 6,468 |
Shares outstanding, Ending balance | 4,308 | 6,468 |
Shares exercisable | 4,308 | 3,531 |
Share-based Payment - Summary_4
Share-based Payment - Summary of Number and Weighted Average Share Prices of RSUs (Details) - RSUs - $ / shares | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average share price, Beginning balance | $ 60.04 | $ 59.75 |
Weighted average share price, Granted | 0 | 6.83 |
Weighted average share price, Released through the issuance of common shares | 0 | 8.74 |
Weighted average share price, Withheld as payment of withholding taxes | 0 | 5.31 |
Weighted average share price, Ending balance | $ 60.04 | $ 50.57 |
Shares outstanding, Beginning balance | 2,789 | 25,038 |
Shares outstanding, Granted | 0 | 174,579 |
Shares outstanding, Released through the issuance of common shares | 0 | (108,079) |
Shares outstanding, Withheld as payment of withholding taxes | 0 | (68,698) |
Shares outstanding, Ending balance | 2,789 | 22,840 |
Finance Income and Finance Cost
Finance Income and Finance Costs - Summary of Finance Income (Details) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Finance Income And Finance Costs [Abstract] | |
Finance income | $ 1,424 |
Finance Income and Finance Co_2
Finance Income and Finance Costs - Summary of Finance Costs (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Finance Income And Finance Costs [Abstract] | ||
Finance costs | $ 1,793,179 | $ 916,522 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (6,400,482) | $ (6,504,495) |
Loss Per Share - Schedule Of Pa
Loss Per Share - Schedule Of Participating And Non Participating Warrants (Details) - shares | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 |
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 23,533,982 | 11,412,770 | 5,816,981 | 1,925,929 |
Series A Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 714,287 | |||
Series B Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 714,287 | |||
Series C Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 771,556 | |||
Series D warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 972,763 | |||
Series E Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 2,139,038 | |||
May 2023 Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 12,121,212 | |||
Pre-Funded Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 2,295,450 | |||
Warrants classified as liability | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 23,533,982 | |||
Number of participating warrants | 23,533,982 | |||
Warrants classified as liability | Series A Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 714,287 | |||
Number of participating warrants | 714,287 | |||
Warrants classified as liability | Series B Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 714,287 | |||
Number of participating warrants | 714,287 | |||
Warrants classified as liability | Series C Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 1,744,319 | |||
Number of participating warrants | 1,744,319 | |||
Warrants classified as liability | Series D warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 972,763 | |||
Number of participating warrants | 972,763 | |||
Warrants classified as liability | Series E Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 6,417,114 | |||
Number of participating warrants | 6,417,114 | |||
Warrants classified as liability | January 2023 Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 850,000 | |||
Number of participating warrants | 850,000 | |||
Warrants classified as liability | May 2023 Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 12,121,212 | |||
Number of participating warrants | 12,121,212 | |||
Warrants classified as equity | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 3,080,345 | |||
Number of participating warrants | 2,792,805 | |||
Number of non participating warrants | 287,540 | |||
Warrants classified as equity | Warrants IFF | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 57,143 | |||
Number of non participating warrants | 57,143 | |||
Warrants classified as equity | Warrants AMI | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 119,286 | |||
Number of non participating warrants | 119,286 | |||
Warrants classified as equity | 2020 Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 300,926 | |||
Number of participating warrants | 300,926 | |||
Warrants classified as equity | 2021 Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 196,429 | |||
Number of participating warrants | 196,429 | |||
Warrants classified as equity | March 2023 Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 111,111 | |||
Number of non participating warrants | 111,111 | |||
Warrants classified as equity | Pre-Funded Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 2,295,450 | |||
Number of participating warrants | 2,295,450 | |||
Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding | 26,614,327 | |||
Number of participating warrants | 26,326,787 | |||
Number of non participating warrants | 287,540 |
Loss per Share - Summary of Ear
Loss per Share - Summary of Earnings Per Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income (loss) attributed to equity holders | $ (4,914,368) | $ (4,284,350) |
Basic net income (loss) attributed to common shareholders | $ (4,914,368) | $ (4,284,350) |
Basic weighted-average number of common shares outstanding | 16,197,737 | 5,958,266 |
Dilutive weighted-average number of common shares outstanding | 16,197,737 | 5,958,266 |
Basic earnings (loss) per share | $ (0.3) | $ (0.72) |
Dilutive earnings (loss) per share | $ (0.3) | $ (0.72) |
Loss per Share - Summary of Out
Loss per Share - Summary of Outstanding Securities not Included in Computation of Diluted Net Income (Loss) Per Share (Details) - shares | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Options, RSU's, DSU's | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of outstanding securities not included in computation of diluted net income (loss) per share | 681,572 | 577,391 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of outstanding securities not included in computation of diluted net income (loss) per share | 24,318,877 | 5,993,410 |
Fair Value - Summary of Financi
Fair Value - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Liabilities | ||
Liability related to warrants | $ 2,352,493 | $ 3,156,254 |
Other liability | 23,000 | 24,000 |
Total | 3,180,254 | |
Level 3 | ||
Liabilities | ||
Liability related to warrants | 2,352,493 | 3,156,254 |
Other liability | 23,000 | 24,000 |
Total | $ 2,375,493 | $ 3,180,254 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Feb. 10, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Gain (loss) on re-measurement of financial assets and liabilities measured at fair value | $ (5,598,198) | |||
Measurement of call option | $ 0 | |||
Fair Value, Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Derivative Instruments, Net, Pretax | |||
Sprout Foods, Inc. | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Minority ownership percentage | 49.90% | 49.90% | 49.90% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Mar. 22, 2023 | Feb. 28, 2023 | Oct. 21, 2022 | Oct. 11, 2022 | Jul. 07, 2022 | May 28, 2021 | Jan. 31, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 23, 2022 | |
Product Liability Contingency [Line Items] | ||||||||||
Term of minimum annual volume of sales to maintain exclusivity of specialty ingredient | 8 years | |||||||||
Remaining amount of minimum royalties | $ 360,817 | |||||||||
Arbitrator's award with fees and cost including applicable interest | $ 1,127,024 | |||||||||
Fee award | $ 68,000 | |||||||||
Litigation settlement amount | $ 500,000 | $ 500,000 | ||||||||
Additional unspecified damage amount | $ 175,534 | |||||||||
Estimated excess damage amount | $ 1,000,000 | |||||||||
Breach of contract damage amount | $ 328,168 | |||||||||
CEO | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Percentage of royalties payable | 1% | |||||||||
Provision | $ 1,027,904 | $ 963,808 | ||||||||
Moonbug Entertainment Limited | License Agreements | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Minimum guaranteed payments | $ 200,000 | |||||||||
Additional minimum guaranteed payments | $ 200,000 | |||||||||
License agreement expiry date | Dec. 31, 2023 | |||||||||
Agreement additional extending term | three years | |||||||||
Sprout Foods, Inc. | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Equity interest acquired | 50.10% | |||||||||
PMGSL | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Legal proceeding provisions | $ 600,000 | $ 600,000 | ||||||||
Minimum | Corporation and Certain of Current and Former Officers | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Litigation settlement amount | $ 4,000,000 | |||||||||
Maximum | Corporation and Certain of Current and Former Officers | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Litigation settlement amount | $ 4,250,000 |
Operating Segments - Additional
Operating Segments - Additional Information (Details) | 3 Months Ended |
Jun. 30, 2023 Segment | |
Segment Reporting Information [Line Items] | |
Number of segment | 1 |
Operating Segments - Summary of
Operating Segments - Summary of Revenue Attributed to Geographical Locations (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 10,627,817 | $ 16,272,228 |
Canada | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 3,800,979 | 5,056,502 |
United States | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 6,805,151 | 10,931,537 |
Other Countries | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 21,687 | $ 284,189 |
Operating Segments - Summary _2
Operating Segments - Summary of Long-Lived Assets by Geographical Location (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Total property, plant and equipment | $ 1,259,090 | $ 1,403,264 |
Total intangible assets | 1,530,924 | 1,607,089 |
Total goodwill | 2,480,080 | 2,426,385 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Total property, plant and equipment | 223,881 | 250,921 |
Total intangible assets | 1,530,924 | 1,607,089 |
Total goodwill | 2,480,080 | 2,426,385 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total property, plant and equipment | $ 1,035,209 | $ 1,152,343 |
Operating Segments - Summary _3
Operating Segments - Summary of Revenue Derived from Sale of Goods (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from sale of goods and services | $ 10,587,154 | $ 15,968,098 |
Recognized at a Point in Time | Nutraceutical Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from sale of goods and services | 2,215,355 | 5,126,114 |
Recognized at a Point in Time | Cannabis and Hemp Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from sale of goods and services | 2,699,970 | |
Recognized at a Point in Time | Food and Beverage Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from sale of goods and services | $ 8,371,799 | $ 8,142,014 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) | 3 Months Ended | 5 Months Ended | ||||||
Feb. 01, 2024 | Aug. 16, 2023 | Jun. 30, 2023 | Jan. 31, 2024 | Aug. 31, 2023 | Jul. 31, 2023 | May 11, 2023 | Aug. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||
Warrants to purchase common shares | 12,121,212 | 972,763 | ||||||
Forecast | May 2023 Direct Offering | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants to purchase common shares | 2,295,450 | |||||||
Invoice Purchase and Security Agreement | Alterna Capital Solutions, LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Description of amendment to inventory agreement | On August 16, 2023, Sprout entered into an amendment to the Inventory Finance Rider to Invoice Purchase and Security Agreement with Alterna Capital Solutions, LLC that provides that advances may be made upon request in an aggregate amount not to exceed the lesser of (i) fifty (50%) of Eligible Inventory (as defined in Section 2.7 of the Inventory Finance Rider) valued at the lower of cost or market value or (ii) seventy-five (75%) of the net orderly liquidation value of the Eligible Inventory; provided, however, beginning August 21, 2023 through January 31, 2024, advances against Eligible Inventory shall at no time exceed one hundred percent (100%) of all total outstanding Eligible Purchased Accounts multiplied by the Advance Rate, plus (b) the Balance Subject to Funds Usage Daily Fee. From and after February 1, 2024, the Advances against Eligible Inventory shall at no time exceed seventy-five (75%) of all total outstanding Eligible Purchased Accounts multiplied by the Advance Rate, plus (b) the Balance Subject to Funds Usage Daily Fee. | |||||||
Invoice Purchase and Security Agreement | Alterna Capital Solutions, LLC | Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of advances against eligible inventory exceed of total outstanding eligible purchased accounts multiplied by advance rate | 75% | 100% | ||||||
Subsequent Event | May 2023 Direct Offering | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants to purchase common shares | 2,295,450 | |||||||
Subsequent Event | Invoice Purchase and Security Agreement | Alterna Capital Solutions, LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of eligible inventory valued at lower of cost or market value | 50% | |||||||
Percentage of net orderly liquidation value of eligible inventory | 75% | |||||||
Overadvance amount | $ 600,000 | |||||||
Overadvance amount due date | Nov. 20, 2023 | |||||||
Subsequent Event | Invoice Purchase and Security Agreement | Alterna Capital Solutions, LLC | Prime Rate | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 9.50% | |||||||
Subsequent Event | Invoice Purchase and Security Agreement | Alterna Capital Solutions, LLC | Maximum | Prime Rate | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 18% |