Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Jan. 12, 2021 | Mar. 31, 2020 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Rasna Therapeutics Inc. | ||
Entity Central Index Key | 0001582249 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2020 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 333-191083 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 39-2080103 | ||
Entity Address, Address Line One | 420 Lexington Ave, Suite 2525 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10170 | ||
City Area Code | (646) | ||
Local Phone Number | 396-4087 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,067,240 | ||
Entity Common Stock, Shares Outstanding | 69,908,003 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Current assets: | ||
Cash | $ 14,241 | $ 50,068 |
Prepayments and other receivables | 17,641 | 7,176 |
Related party receivable | 748 | 14,335 |
Total current assets | 32,630 | 71,579 |
Property and equipment, net | 314 | 1,949 |
Intellectual property | 236,269 | |
In-process research and development | 613,100 | |
Indefinite lived intangible asset - platform technology | 1,300,000 | |
Goodwill | 2,722,985 | |
Total non-current assets | 314 | 4,874,303 |
Total assets | 32,944 | 4,945,882 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,635,788 | 1,593,623 |
Related party payables | 550,000 | 550,000 |
Loan payable - related party | 74,880 | |
Convertible notes payable - related party | 89,768 | |
Convertible notes payable | 357,196 | 264,907 |
Total liabilities | 2,707,632 | 2,408,530 |
Commitments and contingencies (Note 12) | ||
Shareholders' equity | ||
Common stock, $0.001 par value, 200,000,000 shares authorized; 68,908,003 are issued and outstanding | 68,909 | 68,909 |
Additional paid-in capital | 19,914,884 | 19,780,252 |
Accumulated deficit | (22,658,481) | (17,311,809) |
Total shareholders' equity | (2,674,688) | 2,537,352 |
Total liabilities and shareholders' equity/(deficit) | $ 32,944 | $ 4,945,882 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Sep. 30, 2019 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 68,908,003 | 68,908,003 |
Common stock, shares outstanding (in shares) | 68,908,003 | 68,908,003 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses: | ||
General and administrative | 463,579 | 598,763 |
Research and development | 14,373 | |
Consultancy fees third parties and related parties | 66,662 | 75,228 |
Legal and professional fees | 26,263 | 226,806 |
Impairment of intangible assets | 2,149,369 | |
Impairment of goodwill | 2,722,985 | |
Total operating expenses | 5,428,858 | 915,170 |
Loss from operations | (5,428,858) | (915,170) |
Other income/(expense): | ||
Interest expense | 41,438 | 27,567 |
Gain on sale of asset | 120,000 | |
Foreign currency transaction gain/(loss) | 590 | (1,227) |
Other expense, net | 79,152 | (28,794) |
Loss before provision for income taxes | (5,349,706) | (943,964) |
Income tax benefit | (3,034) | (7,584) |
Net loss | $ (5,346,672) | $ (936,380) |
Basic and diluted loss per share attributable to common shareholders (in dollars per share) | $ (0.08) | $ (0.01) |
Basic and diluted weighted average common shares outstanding (in shares) | 68,908,003 | 68,908,003 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY/(DEFICIT) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Sep. 30, 2018 | $ 3,105,656 | $ 68,909 | $ 19,412,176 | $ (16,375,429) |
Balance (in shares) at Sep. 30, 2018 | 68,908,003 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share based compensation | 368,076 | 368,076 | ||
Net loss | (936,380) | (936,380) | ||
Warrants issued for consultancy services | ||||
Balance at Sep. 30, 2019 | 2,537,352 | $ 68,909 | 19,780,252 | (17,311,809) |
Balance (in shares) at Sep. 30, 2019 | 68,908,003 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share based compensation | 134,632 | 134,632 | ||
Net loss | (5,346,672) | (5,346,672) | ||
Warrants issued for consultancy services | ||||
Balance at Sep. 30, 2020 | $ (2,674,688) | $ 68,909 | $ 19,914,884 | $ (22,658,481) |
Balance (in shares) at Sep. 30, 2020 | 68,908,003 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,346,672) | $ (936,380) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 134,632 | 368,076 |
Warrants issued for consultancy services | ||
Depreciation | 1,635 | 3,471 |
Deferred income tax benefit | (3,034) | (7,584) |
Non cash interest expense | 38,558 | 27,567 |
Write off of related party receivable | 2,880 | |
Impairment of goodwill | 2,722,985 | |
Impairment of intangible assets | 2,149,369 | |
Changes in operating assets and liabilities: | ||
Prepayments and other receivables | (10,463) | 59,760 |
Related party receivable | 12,975 | 223,532 |
Accounts payable and accrued expenses | 45,196 | 168,933 |
Related party payables | 612 | |
Net cash used in operating activities | (251,327) | (92,625) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes | 143,500 | 100,000 |
Proceeds from issuance of loan payable - related party | 72,000 | |
Net cash provided by financing activities | 215,500 | 100,000 |
Net increase/(decrease) in cash | (35,827) | 7,375 |
Cash at beginning of period | 50,068 | 42,693 |
Cash at end of period | $ 14,241 | $ 50,068 |
GENERAL INFORMATION
GENERAL INFORMATION | 12 Months Ended |
Sep. 30, 2020 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
GENERAL INFORMATION | 1 GENERAL INFORMATION Rasna Therapeutics, Inc. (“Rasna DE", "Rasna Inc.” or the "Company"), is a biotechnology company incorporated in the State of Delaware on March 28, 2016. The Company is engaged in modulating the molecular targets NPM1 and LSD1, which are implicated in the disease progression of leukemia and lymphoma. These financial statements are presented in United States dollars (“USD”) which is also the functional currency of the primary economic environment in which the Company operates. See Note 2, foreign currency policy. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2020 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been applied consistently to all the periods presented unless otherwise stated. Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles United States Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Rasna DE, and Rasna DE's subsidiary, Arna Therapeutics Limited. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. Goodwill and In-Process Research & Development The Company classifies intangible assets into two categories: intangible assets with indefinite lives not subject to amortization and goodwill. The Company determines the useful lives of definite-lived intangible assets after considering specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, and other economic facts; including competition and specific market conditions. Intangible assets that are deemed to have indefinite lives, including goodwill, are reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test for indefinite-lived intangibles, other than goodwill, consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. Indefinite-lived intangible assets, such as goodwill, are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis or when events or changes in circumstances indicate evidence a potential impairment exists, using a fair value-based test. Pursuant to ASU 2017-04, the Company must record a goodwill impairment charge if a reporting unit’s carrying value exceeds its fair value. See Note 5 regarding impairment during the year ended September 30, 2020. In-process research and development, or IPR&D, assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. IPR&D assets represent the fair value assigned to technologies that the Company acquires, which at the time of acquisition have not reached technological feasibility and have no alternative future use. During the period that the assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval and the ability to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. See Note 5 regarding the impairment of intangible assets. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its estimates on an ongoing basis, including those related to the carrying amount of intangible assets, the fair values of stock based awards, income taxes and contingent liabilities, among others. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates and such differences could be material to the Company's consolidated financial position and results of operations. Fair Value The carrying value of the Company’s financial instruments, including cash and cash equivalents and accounts payable, approximate fair value because of the short-term nature of such financial instruments. Management measures certain other assets at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. At September 30, 2020 and 2019, the Company had no cash equivalents . Risks and Uncertainties The Company intends to operate in an industry that is subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks associated with an early stage company, including the potential risk of business failure. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States and the World. There is considerable uncertainty around the expected duration of this pandemic. The COVID-19 pandemic and the public health responses to contain it have resulted in global recessionary conditions. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on the Company’s ability to access capital. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s ability to raise capital, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Research and development Expenditures for research and development are charged to operations in the year in which they are incurred with the exception of expenditures incurred in respect of the development of major new products where the outcome of those projects is assessed as being reasonably certain in regards to viability and technical feasibility. Such expenditures are capitalized and amortized straight line over the estimated period of sale for each product, commencing in the year that sales of the product are first made. To date, the Company has not capitalized any such expenditures other than certain IPR&D & intellectual property ("I P") recorded in connection with certain acquisition or equity transactions. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Management considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. A valuation allowance may be established to reduce deferred tax assets to the amount that management believes is more likely than not to be realized. Due to inherent complexities arising from the nature of the business, future changes in income tax law and variances between actual and anticipated operating results, management makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. Changes in tax rates and tax laws are accounted for in the period of enactment. The Company recognizes in the financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. The Company incurred no liability and, therefore, did not need to record interest and penalties during the years ended September 30, 2020 and 2019. Foreign Currency Items included in the financial statements are measured using their functional currency, which is the currency of the primary economic environment in which the company operates. The accompanying financial statements are presented in United States Dollar (“USD”), which is the Company’s functional and presentational currency. Foreign currency transactions are translated using the rate of exchange applicable at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-translation at the year-end of monetary assets and liabilities denominated in foreign currencies are recognized in the statements of operations. Net Loss per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options, warrants and convertible loan notes, using the if-converted method in the determination of dilutive shares outstanding during each reporting period. The following table sets forth potential common shares issuable upon the exercise of outstanding options, the exercise of warrants and the conversion of notes and associated fees, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: September 30, 2020 2019 Stock options 3,210,050 4,073,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 1,562,319 1,723,333 Total shares issuable upon exercise or conversion 6,698,870 7,723,509 The following is the computation of net loss per share for the following periods: For the Year Ended For the Year Ended September 30, 2020 2019 Net loss $ (5,346,672 ) $ (936,380 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.08 ) $ (0.01 ) Equity-Based Payments ASC Topic 718 “Compensation-Stock Compensation” requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. The Company accounts for shares of common stock, stock options and warrants issued to employees based on the fair value of the stock, stock option or warrant, if that value is more reliably measurable than the fair value of the consideration or services received. The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505-50 “Equity -Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Accordingly the fair value of these options is being “marked to market” quarterly until the measurement date is determined. Accounting Changes In July 2017, the FASB, issued ASU, 2017 11 260 480 815 1 815 ) the guidance on recognition and measurement of the value transferred upon the trigger of a down-round feature for equity-classified instruments by revising ASC 260 Company's consolidated financial statements is immaterial. In June 2018, the FASB issued ASU - , Compensation - Stock Compensation (Topic 718): Improvements to Non employee Share Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic , to include share-based payment transactions for acquiring goods and services from nonemployees. Some of the areas for simplification apply only to nonpublic entities. The amendments specify that Topic applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments in A SU 2018 - 07 also clarify that Topic does not apply to share-based payments used to effectively provide ( ) financing to the issuer or ( ) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic , Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years The Company adopted ASU 2017-11 on October 1, 2019 and assessed that the impact on the Company's consolidated financial statements is immaterial. Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017 04 350 two An entity will apply a one The guidance is effective for annual and interim goodwill impairment tests performed for periods beginning after December 15, 2019. The Company is currently evaluating the impact of adopting this guidance on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies certain disclosures and adds additional disclosures. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures. In December 2019, the FASB issued ASU 2019 - 12 , Income Taxes - Simplifying the Accounting for Income Taxes (“ASU 2019 - 12 ”). Among other items, the amendments in ASU 2019 - 12 2019 - 12 , thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU 2019 - 12 2019 - 12 The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures. The Company has determined that all other recently issued accounting pronouncements will not have a material impact on its consolidated financial position, results of operations and cash flows, or do not apply to its operations. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Sep. 30, 2020 | |
GOING CONCERN [Abstract] | |
LIQUIDITY AND GOING CONCERN | 3 . LIQUIDITY AND GOING CONCERN The Company is subject to a number of risks similar to those of other pre-commercial stage companies, including its dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with research, development, testing, and obtaining related regulatory approvals of its pipeline products, suppliers and collaborators, successful protection of intellectual property, competition with larger, better-capitalized companies, successful completion of the Company's development programs and, ultimately, the attainment of profitable operations are dependent on future events, including obtaining adequate financing to fulfill its development activities and generating a level of revenues adequate to support the Company's cost structure. The Company has experienced net losses and significant cash outflows from cash used in operating activities since inception, and as of September 30, 2020, had an accumulated deficit of $22,658,481, a net loss for the year ended September 30, 2020 of The Company expects to continue to incur net losses an d have significant cash outflows for at least the next 12 months and will require significant additional cash resources to launch new development phases of existing products in its pipeline. In the event that the Company is unable to secure the necessary additional cash resources needed, the Company may slow current development phases or halt new development phases in order to mitigate the effects of the costs of development. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date these financial statements are issued. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company's cost structure. |
SALE OF AN ASSET
SALE OF AN ASSET | 12 Months Ended |
Sep. 30, 2020 | |
SALE OF AN ASSET [Abstract] | |
SALE OF AN ASSET | 4. SALE OF AN ASSET In April 2020, the Company entered into an Asset Purchase Agreement with Tiziana Life Sciences Plc to purchase the all of the properties, rights, interests and other tangible and intangible assets relating to Actinomycin D. Tiziana Life Sciences PLC is a related party, see note 11 for further details. The purchase price for the transaction was $120,000 payable upon execution of the Asset Purchase Agreement. The funds were received by the Company in April 2020. Further amounts are due according to the following milestones: (a) $130,000 USD upon the issuance of a United States patent from any US patent application in Transferred IP relating to nanoparticle formulations of Actinornycin D, and (b) $500,000 USD upon the successful completion of a Phase II clinical efficacy trial. As the carrying value of the asset at April 2020 was $0, the full amount of the sale has been recorded as a gain on sale of an asset in the statement of operations. Rasna has no further obligations with regards to the Actinornycin D programme. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2020 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 5 GOODWILL AND INTANGIBLE ASSETS On May 17, 2016, the Company acquired an entity and, at initial purchase price, it was determined that there was $236,269 of intellectual property, $613,100 of In-process research and development, and $2,722,985 of goodwill. Goodwill The following table summarizes the Company’s goodwill for the periods indicated resulting from the acquisitions by the Company: September 30, 2020 2019 Goodwill $ — $ 2,722,985 Due to a sustained decline in the quoted market price of the Company's common stock, t he Company performed an interim impairment test at the reporting unit level during the quarter ended June 30, 2020. As a result, the Company determined that as of June 30, 2020 it was more likely than not that the Company's goodwill exceeded its estimated fair value. The Company's analysis was performed as of that date using the cost approach. This analysis required significant judgments, and pursuant to ASU 2017-04, the Company recorded a goodwill impairment charge for the excess of the reporting unit’s carrying value over its fair value. During the quarter ended June 30, 2020, goodwill with a total carrying value of $2,722,985 was written down to its estimated fair value of $0 2,722,985 Intangible Assets On December 17, 2013, one of the Company’s shareholders, Panetta Partners Limited, transferred 5,000,000 of its shares in Arna Therapeutics Limited to Eurema Consulting S.r.l. and 5,000,000 shares in Arna Therapeutics Limited to TES Pharma S.r.l. In exchange for the shares, Panetta Partners Limited obtained intellectual property ("Platform Technology") from TES Pharma S.r.l and Eurema Consulting S.r.l. Panetta Partners Limited then assigned the Platform Technology to Arna Therapeutics Limited, which was accounted for as a capital contribution. The fair value of the shares exchanged for the IPR&D was $0.13 per share; in addition the issue price for shares in October 2013 was $0.13 per share (shares issued post acquisition of the IPR&D were issued at $0.28) and accordingly the Company valued the Platform Technology at $1.3 million. On May 5, 2016, Rasna Therapeutics Limited, a private limited incorporated in England and Wales under the UK Companies Act ("Rasna UK"), sold its intellectual property to Falconridge, a subsidiary of Rasna, for a note payable in the amount of $ . Rasna UK is considered a VIE and consolidated in these financial statements, however, is not an entity under common control as Rasna controlled both Falconridge and Rasna UK at the time of the transaction. This transaction eliminates in consolidation. The Company retained a Clinical Research Organisation ("CRO") to perform all related research and development associated with LSD‐1. Based on review of the license agreement dated January 1, 2015, between the CRO and Rasna, the Company agreed to pay 100,002 Euros for costs incurred to date and to perform research and development on a going forward basis. Additiona lly, the Company entered into an amended license agreement whereby Rasna agreed to pay TTFactor an additional 435,000 Euros as of May 17, 2016, regarding services rendered between September 9, 2014 to May 17, 2016. Based on the cost approach, the IPR&D was valued at $613,100. At the time of the acquisition, the Company had reasonably expected to use the Platform Technology, in the asset’s then current state, in two independent research projects that had not commenced as of the date of the acquisition. The Company’s research projects applied the conclusions reached in the Platform Technology to develop treatments for AML through reformulation of certain available pharmaceuticals and independent development of a new pharmaceutical treatment. Both research projects were initiated shortly after the Platform Technology was acquired and continue through the date of the financial statements. At the time of acquisition, and at present, no legal, regulatory, contractual, competitive, economic, or other factors were present that would constrain the useful life of the asset to the Company. The agreement to purchase the asset has no provisions that would limit the timeframe of use, legally, contractually or economically, and the asset remains a competitive platform for results in the treatment of Acute Myeloid Leukemia and lymphoma. Specifically, the agreement irrevocably assigns all rights and title to the asset, without limitation or contingencies. No limitations or alternative technology has emerged that would suggest obsolescence or a change in the competitive landscape for the Platform Technology as of the most recent reporting period. In addition, the Company has concluded that the useful life of the Platform Technology at the time of acquisition was beyond a foreseeable horizon, and therefore the asset is classified as an indefinite lived intangible asset. Management evaluates indefinite life intangible assets for impairment on an annual basis and on an interim basis if events or changes in circumstances indicate that the asset might be impaired. Due to a sustained decline in the quoted market price of the Company's common stock and the Company's lack of cash resources to further its research and development, management determined that as of September 30, 2020 it was more likely than not that the carrying value of the Company's intangible assets exceeded its estimated fair value. The Company's analysis was performed using the market value based approach which required significant judgments. As a result, intangible assets comprising of In-process research and development, Intellectual Property and Indefinite lived intangible assets, with a total carrying value of $2,149,369 were written down to their estimated fair value of $nil and an impairment charge of $ 2,149,369 in operating expenses. The following table summarizes the Company’s intangible assets as of the following periods: September 30, 2020 2019 Estimated Useful Life In-process research and development $ — $ 613,100 Indefinite Intellectual property — 236,269 Indefinite Indefinite lived intangible asset - platform technology — 1,300,000 Indefinite Total Intangible Assets $ — $ 2,149,369 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Sep. 30, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes the Company’s accounts payable and accrued expenses as of the following periods: September 30, 2020 2019 Accounts payable $ 952,151 $ 863,536 Accrued expenses 683,637 727,053 $ 1,635,788 $ 1,590,589 Accounts payable is predominantly made up of unpaid invoices relating to research and development, accounting and professional fees. Included within the accrued expenses balance of $683,637 $110,000 of accrued legal, accounting and professional fees, $208,000 of research and development fees, $284,000 for Directors fees, and $82,000 for Consultancy fees. Included within the accrued expenses balance at September 30, 2019 was $145,000 of accrued legal, accounting and professional fees, $208,000 of research and development fees, $60,000 for Consultancy and legal fees, $58,000 for credit card expenses and $55,000 for patent related expenses. |
WARRANTS
WARRANTS | 12 Months Ended |
Sep. 30, 2020 | |
WARRANTS [Abstract] | |
WARRANTS | 7 The Company had issued warrants to placement agents in lieu of fees for consultancy services and placement agent fees. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Equity”, the Company determined that all the warrants issued are classified as equity in additional paid in-capital. The following table summarizes warrant activity for the years ended September 30, 2020 2019 Number of Warrants Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at October 1, 2018 1,926,501 0.43 7.86 $ 6,875,819 Granted — — — — Forfeited — — — — Outstanding balance at September 30, 2019 1,926,501 0.43 6.86 $ — Warrants exercisable at September 30, 2019 1,926,501 0.43 6.86 $ — Granted — — — — Forfeited — — — — Outstanding balance at September 30, 2020 1,926,501 0.43 5.86 $ — Warrants exercisable at September 30, 2020 1,926,501 0.43 5.86 $ — |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Sep. 30, 2020 | |
CONVERTIBLE NOTES [Abstract] | |
CONVERTIBLE NOTES | 8. CONVERTIBLE NOTES Convertible note issued on August 8, 2018 On August 8, 2018, the Company entered into a 12% Convertible Promissory Note with High Octane Bioresearch Ltd. (the “Holder”) pursuant to which the Company issued a Convertible Promissory Note to the Holder. The Holder provided the Company with $135,000 in cash, which was received by the Company during the period ended September 30, 2020. The Company promised to pay the principal amount, together with guaranteed interest at the annual rate of 12%, with principal and accrued interest on the Note due and payable on August 9, 2019 (unless converted under terms and provisions as set forth within the Agreement). The Note provides the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price equal to the lower of (i) $0.65 per share or (ii) the price of the next financing during the 180 days after the date of the Agreement, subject to adjustments noted within the Agreement. The number of shares issuable upon a conversion shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of the Note to be converted by (y) the Conversion Price. The Note requires the Company to reserve and keep available out of its authorized and unissued shares of common stock the amount of shares that would be issued upon conversion of the Note, which includes the outstanding principal amount of the Note and interest accrued and to be accrued through the date of maturity. In relation to the Convertible Promissory Note, the Company has also entered into an agreement with , a broker who introduced the Holder to the Company. Under the terms of this agreement, should the Holder convert its principal amount into common stock of the Company, the Company will issue to the number of shares equal to 10% of the number of shares of common stock issued to High Octane upon such conversion. In July 2019, the Company extended the maturity date of the Convertible Promissory Note from August 8, 2019 to August 8, 2020 All other terms of the Convertible Promissory Notes On August 8, 2020, the maturity date of the 12 % Convertible Promissory Note with High Octane Bioresearch Ltd. entered into on August 8, 2018, was further extended until 8 September 2020. All other terms of the Convertible Promissory Notes Convertible Promissory Notes Convertible Promissory Notes Convertible Promissory Notes 10 % of the carrying amount of the Convertible Promissory Notes . The Company evaluated the conversion option embedded in the Amended Convertible Promissory Note he embedded conversion option of the Convertible Promissory Notes The Company utilized a Monte Carlo simulation model to determine the fair value of the Amended Notes. The key assumptions used in the simulation model were: August Note Stock Price at date of valuation $ 0.10 Exercise price $ 0.65 Risk-free interest rate 1.71 % Expected dividend yield 0 % Expected term (in years) 0.08 Expected Volatility 155.4 % As at September 30, 2020, and through to the date of this filing, this note payable is past due a nd is classified as a current liability on the consolidated balance sheet as of September 30, 2020 September 30, 2020 Convertible note issued on October 19, 2018 On October 19, 2018, the Company entered into a second 12% Convertible Promissory Note with the Holder with a maturity date of October 19, 2019. The Holder provided the Company with $100,000 in cash, which was received by the Company during the three months ended December 31, 2018, under the same terms as the first Note. The Company has also entered into another agreement with in lieu of fees, under the same terms as the earlier agreement. In July 2019, the Company extended the maturity date of the Convertible Promissory Note from October 19, 2019 to October 19, 2020, respectively. All other terms of the Convertible Promissory Notes Convertible Promissory Notes Convertible Promissory Notes Convertible Promissory Notes Convertible Promissory Notes As at the date of this filing, this note payable is past due . The note continues to accrue interest and all relevant penalties. The Company is currently in negotiations with the note holder to extend the maturity date of the note in default and amend the terms of the note. Convertible note issued on November 12, 2019 On November 12, 2019, the Company entered into a third November 12, 2020 under the same terms as the Note above. As at the date of this filing, this note payable is past due . The note continues to accrue interest and all relevant penalties. The Company is currently in negotiations with the note holder to extend the maturity date of the note in default and amend the terms of the note. Convertible note issued on February 7, 2020 In February 2020, the Company entered into a fourth The Note provides the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price equal to the lower of (i) $0.20 per share or (ii) the price of the next equity financing, subject to adjustments noted within the Agreement. The number of shares issuable upon a conversion shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of the Note to be converted by (y) the Conversion Price. The Note requires the Company to reserve and keep available out of its authorized and unissued shares of common stock the amount of shares that would be issued upon conversion of the Note, which includes the outstanding principal amount of the Note and interest accrued and to be accrued through the date of maturity. The Company is currently in negotiations with the note holder to amend the terms of the note. Convertible note issued on March 20, 2020 In March 2020, the Company entered into a fifth The Company is currently in negotiations with the note holder to amend the terms of the note. Convertible note issued on September 22, 2020 In September 2020, the Company entered into a sixth the fourth Note The Company is currently in negotiations with the note holder to amend the terms of the note. At September 30, 2020, there were 1,526,166 shares reserved for the conversion of the Notes and shares were reserved in lieu of fees due to Garcer Bioventures. Interest expense associated with the Note was $38,557 and $27,567 for the years ended September 30, 2020 and 2019 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2020 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 9 STOCK-BASED COMPENSATION 2016 On July 19, 2016, the Company adopted its 2016 one 9,750,000 shares the Company’s common stock was authorized for issuance with respect to awards granted under the Equity Incentive Plan. Stock-based compensation expense is the estimated fair value of options granted amortized on a straight-line basis over the requisite service period for the entire portion of the award less an estimate for anticipated forfeitures. The Company uses the “simplified” method to estimate the expected term of the options because the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. No options were granted during the years ended September 30, 2020 and 2019 The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the Company's The following table summarizes stock option activity for the years ended and September 30, 2019 Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at October 1, 2018 3,082,995 0.37 6.62 557,836 Granted — — — — Exercised — — — — Forfeited and Expired (746,200 ) 0.32 — — Outstanding balance at September 30, 2019 4,073,675 0.59 6.37 $ — Options exercisable at September 30, 2019 3,183,925 0.48 6.04 — Granted — — — — Exercised — — — — Forfeited and Expired (425,000 ) (0.61 ) — — Outstanding balance at September 30, 2020 3,648,675 0.59 5.28 $ — Options exercisable at September 30, 2020 3,210,050 0.54 5.11 $ — There were no options exercised during the years ended September 30, 2020 and September 30, 2019 . As of , there was $ 62,931 of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted-average period of 1.02 years. The charges related to share-based compensation to directors, officers and employees are included within the general and administrative expense category in the statement of operations. For the years ended September 30, 2020 and 134,632 a nd $372,846 respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 10 INCOME TAXES The components of loss before income taxes consisted of the following: Year Ended September 30, Year Ended September 30, 2020 2019 US $ (5,349,706 ) $ (943,964 ) Foreign — — Total $ (5,349,706 ) $ (943,964 ) As of September 30, 2020 , the Company is expected to have net operating loss carryforwards of approximately $7.7 million for federal tax purposes, which will expire in 2037. The utilization of these NOL's may be subject to limitations based on past and future changes in ownership of the Company pursuant to Internal Revenue Code section 382. The Company has determined that ownership changes may have occurred for Internal Revenue Code section 382 purposes and therefore, the ability of the Company to utilize its NOLs may be limited. Income tax expenses attributable to income for continuing operations consists of: Year Ended September 30, Year Ended September 30, 2020 2019 Federal: Current — — Deferred $ (169,925 ) $ (306,125 ) Foreign: Current — — Deferred — — State and local: Current — — Deferred (58,097 ) (83,193 ) Change in valuation allowance 224,988 381,734 Income tax (benefit)/expense $ (3,034 ) $ (7,584 ) Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of the asset and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that gave rise to the deferred tax assets and liabilities are as follows: September 30, 2020 2019 Deferred tax assets: Accrued Compensation $ 81,861 $ 73,717 Stock Compensation 454,507 453,767 Net operating losses 2,215,640 2,120,177 R&D Credit carryforward 208,715 148,715 Fixed assets 523 561 Total gross deferred tax asset 2,961,246 2,796,937 Less: valuation allowance (3,009,789) (2,784,801 ) Net deferred tax asset (48,543) 12,136 Deferred tax liabilities: Intangible assets 48,543 (15,170 ) Fixed assets — — Total Deferred tax liabilities 48,543 (15,170 ) Net Deferred Income Tax $ — $ (3,034 ) In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. Based upon the above criteria, the Company believes that it is more likely than not that the full amount of the remaining net deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance of approximately $ 3.0 million against the deferred tax asset that is not expected to be realized. The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. The Company accrued no penalties or interest during the years ended September 30, 2020 and September 30, 2019. A reconciliation of the statutory Federal Income tax rate and effective tax rate of the provision for income taxes is as follows: Year ended September 30, Year ended September 30, 2020 2019 Federal statutory rate 21.00 % 21.00 % Permanent items (18.21 )% 6.91 % State taxes 0.86 % 6.96 % Increase in valuation allowance (4.21 )% (40.42 )% Impact of the change to Federal Statutory Tax 1.12 % 6.35 % Other (0.50 )% — % Effective income tax rate 0.06 % 0.80 % The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of , open years related to the federal jurisdiction are fiscal years ending 2019, 2018 , 2017 and 2016. The Company has no open tax audits for the returns that were filed, with any tax authority as of . Accordingly, there were no material uncertain tax positions in any of the jurisdictions that the Company operated in. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS During the normal course of its business, the Company enters into various transactions with entities that are both businesses and individuals. The following is a summary of the related party transactions during the years ended September 30, 2020 and 2019 Eurema Consulting Eurema Consulting S.r.l. is a significant shareholder of the Company. During the years ended September 30, 2020 and 2019 September 30, 2020 Gabriele Cerrone Gabriele Cerrone is the majority shareholder of Panetta Partners, one of the Company's principal shareholders and was a director of Arna Therapeutics Ltd. During the years ended September 30, 2020 and 2019 As of September 30, 2020 In March 2020, the Company entered into a 12% Convertible Promissory Note with Gabriele Cerrone for $20,000 with a maturity date of March 20, 2021 September 30, 2020, Panetta Partners Panetta Partners Limited, a shareholder of Arna, is a company in which Gabriele Cerrone has significant interest and also serves as a director. In January 2021, Panetta Partners Ltd advanced $60,000 to the Company. This advance will be converted into a promissory note, the terms of which are currently being negotiated by the Company. Roberto Pellicciari and TES Pharma Roberto Pellicciari is the majority shareholder of TES Pharma Srl, one of the Company's During the years ended September 30, 2020 and 2019 As of September 30, 2020, and September 30, 2019, 175,000 Tiziana Life Sciences Plc ("Tiziana") The Company is party to a Shared services agreement with Tiziana, whereby the Company is charged for shared services and rent. Tiziana has agreed to waive all charges for shared services from October 2018 onwards, until further notice since the amounts due for such services are de minimis. No amounts were therefore due during the year with regards to this agreement. Keeren Shah the Company's Finance Director, is also Finance Director As of September 30, 2020 and September 30, 2019, the Company made payments on behalf of Tiziana of $ and $ , respectively, which are recorded as a related party receivable in the accompanying condensed consolidated balance sheets. On March 31, 2020, Tiziana extended a loan facility to Rasna of $ . The loan is repayable within months and is incurring an interest charge of % per annum. In April 2020, this was extended by a further $ , so the loan facility totals $ . The amount due to Tiziana under this agreement as o f September 30, 2020 was $74,880. In April 2020, Tiziana entered into an Asset Purchase Agreement with the Company to purchase the all of the properties, rights, interests and other tangible and intangible assets relating to Actinomycin D for $ . See Note for more details. Panetta Partners Panetta Partners Limited, a shareholde r of Rasna, is a company in which Gabriele Cerrone is a major shareholder and also serves as a director. In February 2020 and September 2020, the Company entered into 12% Convertible Promissory Notes with Panetta Partners for $31,000 and $35,000 with maturity dates of February 07, 2021 September 30, 2020, with respect to the principal and accrued interest is $33,408 and $35,093, respectively There is no interest charged on the balances with related parties. Apart from the Convertible Promissory Notes, there are no defined repayment terms and such amounts can be called for payment at any time. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12 COMMITMENTS AND CONTINGENCIES Lease Agreements In February 2018, the Company renewed its lease agreement with the same terms, with Bucks County Biotechnology Centre Inc. in Doylestown Pennsylvania, where certain employees of the Company are based. The lease provided for annual basic lease payments from February 1, 2019 to January 31, 2020 of $13,480, plus utility expense of $ 237 per month. The Company did not renew this lease after January 31, 2020. During the year ended September 30 , 2020 , the Company did not incur any rental expenses related to this agreement as these costs were recharged to Tiziana under the shared services agreement. Consultancy Agreements In October 2016, the Company entered into a consultancy agreement with Tiziano Lazzaretti in which he agreed to serve as Chief Financial Officer for a fee of $50,000 per year. This was increased to $80,000 a year in April 2017 by the Company's compensation committee. During the nine months June 30, 2020 the Company incurred approximately $60,000 of consultancy expenses related to this agreement. On August 18, 2020, the Company announced that effective August 1, 2020 the Company had terminated the consulting agreement it had with Tiziano Lazzaretti. Shared Services Agreement The Company has entered into a shared services agreement with September 30, 2020 $ 0 Other Commitments The Company may enter into certain licensing agreements for products currently under development. The Company may be obligated in future periods to make additional payments, which would become due and payable only upon the achievement of certain research and development, regulatory, and approval milestones. The specific timing of such milestones cannot be predicted and depend upon future discretionary research and clinical developments, as well as, regulatory agency actions. Further, under the terms of certain agreements, the Company may be obligated to pay commercial milestones contingent upon the realization of sales revenues and sublicense revenues. Due to the long range nature of such commercial milestones, they are neither probable at this time nor predictable, and consequen tly are not considered contingent milestone payment amounts. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 13 The Company has evaluated subsequent events that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On October 15, 2020 the Company announced that Willy Simon has been appointed as the Chairman of Rasna Therapeutics, replacing Alessandro Padova, who resigned for personal reasons. Mr. Simon is a banker and worked at Kredietbank N.V. and Citibank London before serving as an executive member of the Board of Generale Bank NL from 1997 to 1999 and as the chief executive of Fortis Investment Management from 1999 to 2002. He acted as chairman of Bank Oyens & van Eeghen from 2002 to 2004. Willy Simon has been the chairman of Bever Holdings, a company listed in Amsterdam, since 2006 and Chairman of Ducat Maritime since 2015. He also serves as the Executive Chairman of OKYO Pharma Ltd. and is a board member of Tiziana Life Sciences plc. On October 21, 2020 the Company issued a 12 (i) $0.05 per share or (ii) the price of the next financing during the 180 days after the date of the Note. If the holder has not converted the Note into common stock by the maturity date, the Company must repay the outstanding principal amount plus accrued interest. The Holder provided us with $ 40,000 in cash, which we received in October 2020. On December 21, 2020, Dr. Kunwar Shailubhai resigned as a director of Rasna Therapeutics, Inc. (the “Company”) for personal reasons and on December 23, 2020, the Board of the Company appointed Gary S. Jacob as a director of the Company. On January 12, 2021, Panetta Partners Ltd advanced $60,000 to the Company. This advance will be converted into a promissory note, the terms of which are currently being negotiated by the Company. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2020 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles United States |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Rasna DE, and Rasna DE's subsidiary, Arna Therapeutics Limited. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. |
Goodwill and In-Process Research & Development | Goodwill and In-Process Research & Development The Company classifies intangible assets into two categories: intangible assets with indefinite lives not subject to amortization and goodwill. The Company determines the useful lives of definite-lived intangible assets after considering specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, and other economic facts; including competition and specific market conditions. Intangible assets that are deemed to have indefinite lives, including goodwill, are reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test for indefinite-lived intangibles, other than goodwill, consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. Indefinite-lived intangible assets, such as goodwill, are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis or when events or changes in circumstances indicate evidence a potential impairment exists, using a fair value-based test. Pursuant to ASU 2017-04, the Company must record a goodwill impairment charge if a reporting unit’s carrying value exceeds its fair value. See Note 5 regarding impairment during the year ended September 30, 2020. In-process research and development, or IPR&D, assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. IPR&D assets represent the fair value assigned to technologies that the Company acquires, which at the time of acquisition have not reached technological feasibility and have no alternative future use. During the period that the assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval and the ability to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. See Note 5 regarding the impairment of intangible assets. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its estimates on an ongoing basis, including those related to the carrying amount of intangible assets, the fair values of stock based awards, income taxes and contingent liabilities, among others. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates and such differences could be material to the Company's consolidated financial position and results of operations. |
Fair Value | Fair Value The carrying value of the Company’s financial instruments, including cash and cash equivalents and accounts payable, approximate fair value because of the short-term nature of such financial instruments. Management measures certain other assets at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. At September 30, 2020 and 2019, the Company had no cash equivalents . |
Risks And Uncertainties | Risks and Uncertainties The Company intends to operate in an industry that is subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks associated with an early stage company, including the potential risk of business failure. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States and the World. There is considerable uncertainty around the expected duration of this pandemic. The COVID-19 pandemic and the public health responses to contain it have resulted in global recessionary conditions. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on the Company’s ability to access capital. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s ability to raise capital, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Research and development | Research and development Expenditures for research and development are charged to operations in the year in which they are incurred with the exception of expenditures incurred in respect of the development of major new products where the outcome of those projects is assessed as being reasonably certain in regards to viability and technical feasibility. Such expenditures are capitalized and amortized straight line over the estimated period of sale for each product, commencing in the year that sales of the product are first made. To date, the Company has not capitalized any such expenditures other than certain IPR&D & intellectual property ("I P") recorded in connection with certain acquisition or equity transactions. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Management considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. A valuation allowance may be established to reduce deferred tax assets to the amount that management believes is more likely than not to be realized. Due to inherent complexities arising from the nature of the business, future changes in income tax law and variances between actual and anticipated operating results, management makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. Changes in tax rates and tax laws are accounted for in the period of enactment. The Company recognizes in the financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. The Company incurred no liability and, therefore, did not need to record interest and penalties during the years ended September 30, 2020 and 2019. |
Foreign Currency | Foreign Currency Items included in the financial statements are measured using their functional currency, which is the currency of the primary economic environment in which the company operates. The accompanying financial statements are presented in United States Dollar (“USD”), which is the Company’s functional and presentational currency. Foreign currency transactions are translated using the rate of exchange applicable at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-translation at the year-end of monetary assets and liabilities denominated in foreign currencies are recognized in the statements of operations. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options, warrants and convertible loan notes, using the if-converted method in the determination of dilutive shares outstanding during each reporting period. The following table sets forth potential common shares issuable upon the exercise of outstanding options, the exercise of warrants and the conversion of notes and associated fees, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: September 30, 2020 2019 Stock options 3,210,050 4,073,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 1,562,319 1,723,333 Total shares issuable upon exercise or conversion 6,698,870 7,723,509 The following is the computation of net loss per share for the following periods: For the Year Ended For the Year Ended September 30, 2020 2019 Net loss $ (5,346,672 ) $ (936,380 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.08 ) $ (0.01 ) |
Equity-Based Payments | Equity-Based Payments ASC Topic 718 “Compensation-Stock Compensation” requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. The Company accounts for shares of common stock, stock options and warrants issued to employees based on the fair value of the stock, stock option or warrant, if that value is more reliably measurable than the fair value of the consideration or services received. The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505-50 “Equity -Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Accordingly the fair value of these options is being “marked to market” quarterly until the measurement date is determined. |
Accounting Changes | Accounting Changes In July 2017, the FASB, issued ASU, 2017 11 260 480 815 1 815 ) the guidance on recognition and measurement of the value transferred upon the trigger of a down-round feature for equity-classified instruments by revising ASC 260 Company's consolidated financial statements is immaterial. In June 2018, the FASB issued ASU - , Compensation - Stock Compensation (Topic 718): Improvements to Non employee Share Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic , to include share-based payment transactions for acquiring goods and services from nonemployees. Some of the areas for simplification apply only to nonpublic entities. The amendments specify that Topic applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments in A SU 2018 - 07 also clarify that Topic does not apply to share-based payments used to effectively provide ( ) financing to the issuer or ( ) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic , Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years The Company adopted ASU 2017-11 on October 1, 2019 and assessed that the impact on the Company's consolidated financial statements is immaterial. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017 04 350 two An entity will apply a one The guidance is effective for annual and interim goodwill impairment tests performed for periods beginning after December 15, 2019. The Company is currently evaluating the impact of adopting this guidance on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies certain disclosures and adds additional disclosures. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures. In December 2019, the FASB issued ASU 2019 - 12 , Income Taxes - Simplifying the Accounting for Income Taxes (“ASU 2019 - 12 ”). Among other items, the amendments in ASU 2019 - 12 2019 - 12 , thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU 2019 - 12 2019 - 12 The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures. The Company has determined that all other recently issued accounting pronouncements will not have a material impact on its consolidated financial position, results of operations and cash flows, or do not apply to its operations. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Schedule of potential common shares issuable upon the exercise of outstanding options and the exercise of warrants | The following table sets forth potential common shares issuable upon the exercise of outstanding options, the exercise of warrants and the conversion of notes and associated fees, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: September 30, 2020 2019 Stock options 3,210,050 4,073,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 1,562,319 1,723,333 Total shares issuable upon exercise or conversion 6,698,870 7,723,509 |
Schedule of computation of net loss per share | The following is the computation of net loss per share for the following periods: For the Year Ended For the Year Ended September 30, 2020 2019 Net loss $ (5,346,672 ) $ (936,380 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.08 ) $ (0.01 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | September 30, 2020 2019 Goodwill $ — $ 2,722,985 |
Schedule of intangible assets | The following table summarizes the Company’s intangible assets as of the following periods: September 30, 2020 2019 Estimated Useful Life In-process research and development $ — $ 613,100 Indefinite Intellectual property — 236,269 Indefinite Indefinite lived intangible asset - platform technology — 1,300,000 Indefinite Total Intangible Assets $ — $ 2,149,369 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | |
Schedule of accounts payable and accrued expenses | The following table summarizes the Company’s accounts payable and accrued expenses as of the following periods: September 30, 2020 2019 Accounts payable $ 952,151 $ 863,536 Accrued expenses 683,637 727,053 $ 1,635,788 $ 1,590,589 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
WARRANTS [Abstract] | |
Schedule of warrant activity | The following table summarizes warrant activity for the years ended September 30, 2020 2019 Number of Warrants Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at October 1, 2018 1,926,501 0.43 7.86 $ 6,875,819 Granted — — — — Forfeited — — — — Outstanding balance at September 30, 2019 1,926,501 0.43 6.86 $ — Warrants exercisable at September 30, 2019 1,926,501 0.43 6.86 $ — Granted — — — — Forfeited — — — — Outstanding balance at September 30, 2020 1,926,501 0.43 5.86 $ — Warrants exercisable at September 30, 2020 1,926,501 0.43 5.86 $ — |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
CONVERTIBLE NOTES [Abstract] | |
Schedule of fair value key assumptions | August Note Stock Price at date of valuation $ 0.10 Exercise price $ 0.65 Risk-free interest rate 1.71 % Expected dividend yield 0 % Expected term (in years) 0.08 Expected Volatility 155.4 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
STOCK-BASED COMPENSATION [Abstract] | |
Schedule of stock option activity | The following table summarizes stock option activity for the years ended and September 30, 2019 Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at October 1, 2018 3,082,995 0.37 6.62 557,836 Granted — — — — Exercised — — — — Forfeited and Expired (746,200 ) 0.32 — — Outstanding balance at September 30, 2019 4,073,675 0.59 6.37 $ — Options exercisable at September 30, 2019 3,183,925 0.48 6.04 — Granted — — — — Exercised — — — — Forfeited and Expired (425,000 ) (0.61 ) — — Outstanding balance at September 30, 2020 3,648,675 0.59 5.28 $ — Options exercisable at September 30, 2020 3,210,050 0.54 5.11 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES [Abstract] | |
Schedule of components of loss before income taxes | The components of loss before income taxes consisted of the following: Year Ended September 30, Year Ended September 30, 2020 2019 US $ (5,349,706 ) $ (943,964 ) Foreign — — Total $ (5,349,706 ) $ (943,964 ) |
Schedule of income tax expenses attributable to income for continuing operations | Income tax expenses attributable to income for continuing operations consists of: Year Ended September 30, Year Ended September 30, 2020 2019 Federal: Current — — Deferred $ (169,925 ) $ (306,125 ) Foreign: Current — — Deferred — — State and local: Current — — Deferred (58,097 ) (83,193 ) Change in valuation allowance 224,988 381,734 Income tax (benefit)/expense $ (3,034 ) $ (7,584 ) |
Schedule of deferred tax assets and liabilities | September 30, 2020 2019 Deferred tax assets: Accrued Compensation $ 81,861 $ 73,717 Stock Compensation 454,507 453,767 Net operating losses 2,215,640 2,120,177 R&D Credit carryforward 208,715 148,715 Fixed assets 523 561 Total gross deferred tax asset 2,961,246 2,796,937 Less: valuation allowance (3,009,789) (2,784,801 ) Net deferred tax asset (48,543) 12,136 Deferred tax liabilities: Intangible assets 48,543 (15,170 ) Fixed assets — — Total Deferred tax liabilities 48,543 (15,170 ) Net Deferred Income Tax $ — $ (3,034 ) |
Schedule of reconciliation of the statutory Federal Income tax rate and effective tax rate of the provision for income taxes | A reconciliation of the statutory Federal Income tax rate and effective tax rate of the provision for income taxes is as follows: Year ended September 30, Year ended September 30, 2020 2019 Federal statutory rate 21.00 % 21.00 % Permanent items (18.21 )% 6.91 % State taxes 0.86 % 6.96 % Increase in valuation allowance (4.21 )% (40.42 )% Impact of the change to Federal Statutory Tax 1.12 % 6.35 % Other (0.50 )% — % Effective income tax rate 0.06 % 0.80 % |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Antidilutive Shares (Details) - shares | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares issuable upon exercise or conversion | 6,698,870 | 7,723,509 |
Convertible notes & associated fees [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares issuable upon exercise or conversion | 1,562,319 | 1,723,333 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares issuable upon exercise or conversion | 1,926,501 | 1,926,501 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares issuable upon exercise or conversion | 3,210,050 | 4,073,675 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net loss per share (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Net loss | $ (5,346,672) | $ (936,380) |
Weighted average number of shares (in shares) | 68,908,003 | 68,908,003 |
Net loss per share (basic and diluted) (in dollars per share) | $ (0.08) | $ (0.01) |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
GOING CONCERN [Abstract] | ||
Accumulated deficit | $ 22,658,481 | $ 17,311,809 |
Net cash used in operating activities | 251,327 | 92,625 |
Net loss | $ 5,346,672 | $ 936,380 |
SALE OF AN ASSET (Details)
SALE OF AN ASSET (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
SALE OF AN ASSET [Abstract] | |||
Description of purchase price for transaction | The purchase price for the transaction was $120,000 payable upon execution of the Asset Purchase Agreement. The funds were received by the Company in April 2020. Further amounts are due according to the following milestones: (a) $130,000 USD upon the issuance of a United States patent from any US patent application in Transferred IP relating to nanoparticle formulations of Actinornycin D, and (b) $500,000 USD upon the successful completion of a Phase II clinical efficacy trial. | ||
Gain on sale of asset | $ 0 | $ 120,000 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) | Dec. 17, 2013USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | May 17, 2016EUR (€) | May 17, 2016USD ($) | May 05, 2016USD ($) | Jan. 01, 2015EUR (€) |
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Goodwill | $ 2,722,985 | ||||||||
Goodwill impairment | 2,722,985 | ||||||||
Impairment charge | $ 2,722,985 | 2,149,369 | |||||||
Estimated fair value | $ 0 | $ 0 | |||||||
Goodwill and intangible asset impairment charge | $ 2,149,369 | ||||||||
Goodwill written down | $ 2,722,985 | ||||||||
Intellectual property | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Notes payable | $ 236,269 | ||||||||
Intellectual property | Rasna, Inc. | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Acquired indefinite-lived assets | $ 236,269 | ||||||||
In-process research and development | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Goodwill | 2,722,985 | ||||||||
Share price (in dollars per share) | $ / shares | $ 0.28 | ||||||||
Exchange price (in dollars per share) | $ / shares | $ 0.13 | ||||||||
Indefinite-lived intangible asset acquired | $ 1,300,000 | ||||||||
In-process research and development | Rasna, Inc. | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Acquired indefinite-lived assets | 613,100 | ||||||||
In-process research and development | Rasna, Inc. | Clinical Research Organization [Member] | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Acquired indefinite-lived assets | € | € 100,002 | ||||||||
In-process research and development | Rasna, Inc. | Amended license agreement [Member] | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Acquired indefinite-lived assets | € | € 435,000 | ||||||||
Eurema Consulting S.r.l. | In-process research and development | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Shares issued in purchase of asset (in shares) | shares | 5,000,000 | ||||||||
TES Pharma S.r.l. | In-process research and development | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Shares issued in purchase of asset (in shares) | shares | 5,000,000 | ||||||||
Rasna, Inc. | In-process research and development | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Acquired indefinite-lived assets | $ 613,100 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | ||
Goodwill | $ 2,722,985 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Indefinite-lived Intangible Assets | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 2,149,369 | |
In-process research and development | ||
Indefinite-lived Intangible Assets | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 613,100 | |
Intellectual property | ||
Indefinite-lived Intangible Assets | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 236,269 | |
Indefinite lived intangible asset | ||
Indefinite-lived Intangible Assets | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 1,300,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Narrative (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accrued expenses | $ 683,637 | $ 727,053 |
Accrued legal, accounting and professional fees | 110,000 | 145,000 |
Research and development expense | 208,000 | 208,000 |
Payroll related expenses | 22,000 | |
Directors fees | 284,000 | 234,000 |
Consultancy and legal fees | $ 82,000 | 60,000 |
Credit card expenses | 58,000 | |
Patent related expenses | $ 55,000 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | ||
Accounts payable | $ 952,151 | $ 863,536 |
Accrued expenses | 683,637 | 727,053 |
Accounts payable and accrued expenses | $ 1,635,788 | $ 1,590,589 |
WARRANTS (Summary of Warrant Ac
WARRANTS (Summary of Warrant Activity) (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Aggregate Intrinsic Value | |||
Forfeited | |||
Warrant [Member] | |||
Number of Warrants | |||
Outstanding | 1,926,501 | 1,926,501 | |
Granted | |||
Forfeited | |||
Outstanding | 1,926,501 | 1,926,501 | 1,926,501 |
Warrants exercisable | 1,926,501 | 1,926,501 | |
Weighted Average Exercise Price Per Option | |||
Outstanding | $ 0.43 | $ 0.43 | |
Granted | |||
Forfeited | |||
Outstanding | 0.43 | 0.43 | $ 0.43 |
Warrants exercisable | $ 0.43 | $ 0.43 | |
Weighted Average remaining Contractual Life (years) | |||
Outstanding | 5 years 10 months 9 days | 6 years 10 months 9 days | 7 years 10 months 9 days |
Warrants exercisable | 5 years 10 months 9 days | 6 years 10 months 9 days | |
Aggregate Intrinsic Value | |||
Outstanding | $ 6,875,819 | ||
Granted | |||
Outstanding | $ 6,875,819 | ||
Warrants exercisable |
CONVERTIBLE NOTES - Narrative (
CONVERTIBLE NOTES - Narrative (Details) - USD ($) | Nov. 12, 2019 | Aug. 08, 2018 | Sep. 30, 2020 | Mar. 20, 2020 | Feb. 29, 2020 | Oct. 19, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 08, 2020 | Jul. 19, 2019 |
Debt Instrument [Line Items] | ||||||||||||||
Interest rate (as a percent) | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||
Cash received from the Holder | $ 31,000 | $ 143,500 | $ 100,000 | |||||||||||
Interest expense associated with the note | $ 38,557 | $ 27,567 | ||||||||||||
Shares reserved for the conversion of the Notes | 36,153 | 36,153 | 36,153 | |||||||||||
Convertible Promissory Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate (as a percent) | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 10.00% | |||||
Cash received from the Holder | $ 35,000 | $ 20,000 | $ 57,500 | $ 100,000 | $ 135,000 | |||||||||
Due Date | Nov. 12, 2020 | Aug. 9, 2019 | Sep. 22, 2021 | Mar. 20, 2021 | Feb. 7, 2021 | Oct. 19, 2019 | ||||||||
Conversion price | $ 0.65 | $ 0.20 | ||||||||||||
Period after the date of the Agreement used to calculate the conversion price | 180 days | |||||||||||||
Shares reserved for the conversion of the Notes | 1,526,166 | 1,526,166 | 1,526,166 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - August 8 Note [Member] | 12 Months Ended |
Sep. 30, 2020$ / shares | |
Debt Instrument [Line Items] | |
Stock Price at date of valuation | $ 0.10 |
Exercise price | $ 0.65 |
Risk-free interest rate | 1.71% |
Expected dividend yield | 0.00% |
Expected term (in years) | 29 days |
Expected Volatility | 155.40% |
STOCK-BASED COMPENSATION - Nar
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jul. 19, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | |||
Number of options exercised (in shares) | |||
Additional share-based compensation | $ 134,632 | $ 368,076 | |
Directors, Officers and Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional share-based compensation | 134,632 | $ 372,846 | |
2016 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for issuances (in shares) | 9,750,000 | ||
Total unrecognized compensation costs | $ 62,931 | ||
Weighted average period to costs are expected to be recognized over | 1 year 7 days |
STOCK-BASED COMPENSATION - Sto
STOCK-BASED COMPENSATION - Stock Options (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Number of Options | |||
Number of Options, Outstanding beginning balance (in shares) | 4,073,675 | 3,082,995 | |
Number of Options, Granted (in shares) | |||
Number of Options, Exercised (in shares) | |||
Number of Options, Forfeited and Expired (in shares) | (425,000) | (746,200) | |
Number of Options, Outstanding ending balance (in shares) | 3,648,675 | 4,073,675 | 3,082,995 |
Number of Options, Options exercisable (in shares) | 3,210,050 | 3,183,925 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted Average Exercise Price Per Option, Outstanding beginning balance (in dollars per share) | $ 0.59 | $ 0.37 | |
Weighted Average Exercise Price Per Option, Granted | |||
Weighted Average Exercise Price Per Option, Exercised (in dollars per share) | |||
Weighted Average Exercise Price Per Option, Forfeited and Expired (in dollars per share) | 0.61 | 0.32 | |
Weighted Average Exercise Price Per Option, Outstanding ending balance (in dollars per share) | 0.59 | 0.59 | $ 0.37 |
Weighted Average Exercise Price Per Option exercisable (in dollars per share) | $ 0.54 | $ 0.48 | |
Weighted Average remaining Contractual Life (years) | |||
Weighted Average remaining Contractual Life (years), Outstanding balance | 5 years 3 months 10 days | 6 years 4 months 13 days | 6 years 7 months 13 days |
Weighted Average remaining Contractual Life (years), Options exercisable | 5 years 1 month 9 days | 6 years 14 days | |
Aggregate Intrinsic Value Outstanding | $ 557,836 | ||
Aggregate Intrinsic Value Options exercisable |
INCOME TAXES - Narrative (Deta
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
INCOME TAXES [Abstract] | ||
Net operating loss carryforwards | $ 7,700,000 | |
Valuation allowance against deferred tax assets | 3,009,789 | $ 2,784,801 |
Net deferred tax assets before valuation allowance | 2,961,246 | $ 2,796,937 |
Unrecognized tax benefits, interest and penalties recognized | 0 | |
Against deferred tax asset valuation allowance | $ 3,000,000 |
INCOME TAXES - Components of I
INCOME TAXES - Components of Income(loss) before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
INCOME TAXES [Abstract] | ||
US | $ (5,349,706) | $ (943,964) |
Foreign | ||
Loss before provision for income taxes | $ (5,349,706) | $ (943,964) |
INCOME TAXES - Income Tax Expe
INCOME TAXES - Income Tax Expenses Attributable to Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Federal: | ||
Current | ||
Deferred | (169,925) | (306,125) |
Foreign: | ||
Current | ||
Deferred | ||
State and local: | ||
Current | ||
Deferred | (58,097) | (83,193) |
Change in valuation allowance | 224,988 | 381,734 |
Income tax (benefit)/expense | $ (3,034) | $ (7,584) |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Taxes (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Deferred tax assets: | ||
Accrued Compensation | $ 81,861 | $ 73,717 |
Stock Compensation | 454,507 | 453,767 |
Net operating losses | 2,215,640 | 2,120,177 |
R&D Credit carryforward | 208,715 | 148,715 |
Fixed assets | 523 | 561 |
Total gross deferred tax asset | 2,961,246 | 2,796,937 |
Less: valuation allowance | (3,009,789) | (2,784,801) |
Net deferred tax asset | (48,543) | 12,136 |
Deferred tax liabilities: | ||
Intangible assets | 48,543 | (15,170) |
Fixed assets | ||
Total Deferred tax liabilities | 48,543 | (15,170) |
Net Deferred Income Tax Liability | $ (3,034) |
INCOME TAXES - Federal Income
INCOME TAXES - Federal Income Tax Reconciliation (Details) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
INCOME TAXES [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
Permanent items | (18.21%) | 6.91% |
State taxes | 0.86% | 6.96% |
Increase in valuation allowance | (4.21%) | (40.42%) |
Impact of the change to Federal Statutory Tax | 1.12% | 6.35% |
Other | (0.50%) | |
Effective income tax rate | 0.06% | 0.80% |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 12, 2021 | Aug. 08, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | |
Related Party Transaction [Line Items] | |||||||
Related party payables | $ 550,000 | $ 550,000 | |||||
Directors fees | 284,000 | 234,000 | |||||
Research and development | 14,373 | ||||||
Interest rate | 10.00% | 10.00% | |||||
Convertible Notes Payable | $ 357,196 | 264,907 | |||||
Accrued interest | 35,093 | ||||||
Related party receivable | 748 | 14,335 | |||||
Principal amount | 33,408 | ||||||
Balance due to related party | 550,000 | 550,000 | |||||
Other intangible assets | 236,269 | $ 120,000 | |||||
Eurema Consulting S.r.l. | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related party | 200,000 | 200,000 | |||||
Gabriele Cerrone | |||||||
Related Party Transaction [Line Items] | |||||||
Related party payables | 175,000 | 175,000 | |||||
Debt Instrument, Maturity Date | Mar. 20, 2021 | ||||||
Accrued interest | $ 21,267 | ||||||
Principal amount | $ 20,000 | ||||||
Interest charge | 12.00% | ||||||
Balance due to related party | 175,000 | 175,000 | |||||
Roberto Pellicceri | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related party | 175,000 | 175,000 | |||||
Tiziana Life Sciences PLC | |||||||
Related Party Transaction [Line Items] | |||||||
Related party payables | 7,000 | ||||||
Related party receivable | 748 | 14,335 | |||||
Principal amount | $ 65,000 | 74,880 | 72,000 | ||||
Interest charge | 8.00% | ||||||
Balance due to related party | $ 7,000 | ||||||
Panetta Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Principal amount | $ 35,000 | $ 31,000 | |||||
Interest charge | 12.00% | ||||||
Panetta Partners | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Principal amount | $ 60,000 | ||||||
TES Pharma S.r.l. | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related party | $ 75,000 | $ 75,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 28, 2018 | Apr. 30, 2017 | Oct. 31, 2016 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Research and development expense | $ 14,373 | |||||
Options granted (in shares) | ||||||
Weighted Average Exercise Price Per Option, Granted (in dollars per share) | ||||||
Employment Agreements [Member] | ||||||
Consultancy expenses | $ 60,000 | |||||
Employment Agreements [Member] | Chief Financial Officer [Member] | ||||||
Officers' compensation | $ 80,000 | $ 50,000 | ||||
Bucks County Biotechnology Centre Inc [Member] | Lease Agreements [Member] | ||||||
Annual basic lease payments | $ 13,480 | |||||
Estimated utility expense per month | $ 237 | |||||
Tiziana Life Sciences PLC | ||||||
Estimated utility expense per month | $ 0 |
SUBSEQUENT EVENTS - Narrative
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) | 1 Months Ended | |||
Oct. 21, 2020 | Jan. 12, 2021 | Sep. 30, 2020 | Aug. 08, 2020 | |
Subsequent Event [Line Items] | ||||
Interest rate | 10.00% | 10.00% | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount | $ 57,500 | |||
Cash received | $ 40,000 | |||
Subsequent Event [Member] | Panetta Partners | ||||
Subsequent Event [Line Items] | ||||
Principal amount | $ 60,000 | |||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||
Subsequent Event [Line Items] | ||||
Interest rate | 12.00% | |||
Debt Instrument, Convertible, Conversion Price | $ 0.05 | |||
Perio after the date of the note used to calculate the conversion priced | 180 days | |||
Maturity date | Oct. 21, 2021 |