Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2023 | Feb. 12, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-38355 | |
Entity Registrant Name | Nemaura Medical Inc. | |
Entity Central Index Key | 0001602078 | |
Entity Tax Identification Number | 46-5027260 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 57 West 57th Street | |
Entity Address, City or Town | Manhattan | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 646 | |
Local Phone Number | 416-8000 | |
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 Common Stock, Shares Outstanding | 28,899,402 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 137,416 | $ 10,105,135 |
Inventory | 3,671,533 | 1,754,852 |
Prepaid expenses and other receivables | 169,174 | 357,934 |
VAT receivable | 247,788 | 409,648 |
Deposit on foreign exchange contract | 146,434 | 909,666 |
Total current assets | 4,372,345 | 13,537,235 |
Property and equipment, net of accumulated depreciation | 558,697 | 641,906 |
Intangible assets, net of accumulated amortization | 238,033 | 384,092 |
Total assets | 5,169,075 | 14,563,233 |
Current liabilities: | ||
Accounts payable | 352,483 | 326,641 |
Other liabilities and accrued expenses | 281,055 | 130,678 |
Notes payable, current portion | 19,643,038 | 16,942,500 |
Payable to related parties | 800,403 | 920,780 |
Deferred revenue, current portion | 1,184,412 | 123,640 |
Foreign exchange contract derivative liability | 242,295 | 731,730 |
Warrant liability | 492,000 | 3,092,000 |
Total current liabilities | 22,995,686 | 22,267,969 |
Notes payable, non-current portion | 3,087,651 | |
Deferred revenue, non-current portion | 1,021,811 | |
Total liabilities | 22,995,686 | 26,377,431 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Common stock, $0.001 par value, 42,000,000 shares authorized and 28,899,402 shares issued and outstanding at December 31, 2023 and March 31, 2023 | 28,899 | 28,899 |
Additional paid-in capital | 40,991,377 | 40,991,377 |
Accumulated deficit | (57,843,297) | (51,875,211) |
Accumulated other comprehensive loss | (1,003,590) | (959,263) |
Total stockholders’ deficit | (17,826,611) | (11,814,198) |
Total liabilities and stockholders’ deficit | $ 5,169,075 | $ 14,563,233 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 42,000,000 | 42,000,000 |
Common stock, shares issued | 28,899,402 | 28,899,402 |
Common stock, shares outstanding | 28,899,402 | 28,899,402 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Sales | $ 3,017 | $ 77,044 | ||
Cost of Sales | (2,971) | (75,327) | ||
Gross Profit | 46 | 1,717 | ||
Operating expenses: | ||||
Research and development | 291,104 | 393,747 | 1,332,664 | 980,862 |
General and administrative | 1,250,149 | 1,230,160 | 4,317,358 | 1,509,095 |
Total operating expenses | 1,541,253 | 1,623,907 | 5,650,022 | 2,489,957 |
Loss from operations | (1,541,253) | (1,623,907) | (5,650,022) | (2,488,240) |
Other income (expense) | ||||
Interest expense | (1,925,678) | (1,082,949) | (3,407,499) | (4,152,437) |
Change in fair value of warrant liability | 1,003,000 | 2,600,000 | ||
Change in fair value of foreign exchange contract derivative liability | 302,453 | 990,532 | 489,435 | (2,820,211) |
Net loss | (2,161,478) | (1,716,278) | (5,968,086) | (9,460,888) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | 204,828 | (556,080) | (44,327) | (864,328) |
Comprehensive loss | $ (1,956,650) | $ (4,831,171) | $ (6,012,413) | $ (10,325,216) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Net loss per share, basic | $ (0.07) | $ (0.07) | $ (0.21) | $ (0.39) |
Net loss per share, diluted | $ (0.07) | $ (0.07) | $ (0.21) | $ (0.39) |
Weighted average number of shares outstanding, basic | 28,899,402 | 24,103,196 | 28,899,402 | 24,103,196 |
Weighted average number of shares outstanding, diluted | 28,899,402 | 24,103,196 | 28,899,402 | 24,103,196 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Mar. 31, 2022 | $ 24,103 | $ 38,295,775 | $ (37,731,476) | $ (122,318) | $ 466,084 |
Beginning balance, shares at Mar. 31, 2022 | 24,102,866 | ||||
Shares issued under ATM facility | 423 | 423 | |||
Shares issued under ATM facility, shares | 330 | ||||
Foreign currency translation adjustment | (864,328) | (864,328) | |||
Net loss | (9,460,888) | (9,460,888) | |||
Ending balance, value at Dec. 31, 2022 | $ 24,103 | 38,296,198 | (47,192,364) | (986,646) | (9,858,709) |
Ending balance, shares at Dec. 31, 2022 | 24,103,196 | ||||
Beginning balance, value at Sep. 30, 2022 | $ 24,103 | 38,295,775 | (45,476,086) | (1,542,726) | (8,698,934) |
Beginning balance, shares at Sep. 30, 2022 | 24,102,866 | ||||
Shares issued under ATM facility | 423 | 423 | |||
Shares issued under ATM facility, shares | 330 | ||||
Foreign currency translation adjustment | 556,080 | 556,080 | |||
Net loss | (1,716,278) | (1,716,278) | |||
Ending balance, value at Dec. 31, 2022 | $ 24,103 | 38,296,198 | (47,192,364) | (986,646) | (9,858,709) |
Ending balance, shares at Dec. 31, 2022 | 24,103,196 | ||||
Beginning balance, value at Mar. 31, 2023 | $ 28,899 | 40,991,377 | (51,875,211) | (959,263) | (11,814,198) |
Beginning balance, shares at Mar. 31, 2023 | 28,899,402 | ||||
Foreign currency translation adjustment | (44,327) | (44,327) | |||
Net loss | (5,968,086) | (5,968,086) | |||
Ending balance, value at Dec. 31, 2023 | $ 28,899 | 40,991,377 | (57,843,297) | (1,003,590) | (17,826,611) |
Ending balance, shares at Dec. 31, 2023 | 28,899,402 | ||||
Beginning balance, value at Sep. 30, 2023 | $ 28,899 | 40,991,377 | (55,681,819) | (1,208,418) | (15,869,961) |
Beginning balance, shares at Sep. 30, 2023 | 28,899,402 | ||||
Foreign currency translation adjustment | 204,828 | 204,828 | |||
Net loss | (2,161,478) | (2,161,478) | |||
Ending balance, value at Dec. 31, 2023 | $ 28,899 | $ 40,991,377 | $ (57,843,297) | $ (1,003,590) | $ (17,826,611) |
Ending balance, shares at Dec. 31, 2023 | 28,899,402 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (5,968,086) | $ (9,460,888) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 309,684 | 268,595 |
Inventory write down | 104,449 | |
Amortization of debt discount | 1,803,126 | 4,152,437 |
Addition of PIK monitoring fee to note payable | 488,022 | |
Change in fair value of foreign exchange contract derivative liability. | (489,435) | 635,494 |
Change in fair value of warrant liability | (2,600,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other receivables, VAT receivable and deposit on foreign exchange deposit | 1,113,853 | (467,070) |
Inventory | (2,021,130) | (864,636) |
Accounts payable | 25,842 | 34,897 |
Receivable/payable to related parties | (120,378) | 75,977 |
Accrued expense and other liabilities | 150,377 | (167,568) |
Deferred revenue | (297,419) | |
Net cash used in operating activities | (7,203,676) | (6,090,181) |
Cash Flows From Investing Activities: | ||
Capitalized patent costs | (135,168) | |
Capitalized software development costs | (27,879) | |
Purchase of property and equipment | (76,807) | (275,758) |
Net cash used in investing activities | (76,807) | (438,805) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common stock | 696 | |
Equity issuance cost paid | (273) | |
Proceeds from issuance of note payable | 6,500,000 | 4,700,000 |
Principal payments on notes payable | (9,178,261) | (7,974,282) |
Net cash used in financing activities | (2,678,261) | (3,273,859) |
Net decrease in cash and restricted cash | (9,958,745) | (9,802,845) |
Effect of exchange rate changes on cash and cash equivalents | (8,975) | (605,548) |
Cash and cash equivalent at beginning of period | 10,105,135 | 17,749,233 |
Cash, cash equivalent at end of period | 137,416 | 7,340,840 |
Cash paid for: | ||
Interest | 921,000 | 1,522,372 |
Supplemental schedule of non-cash transactions: | ||
Debt discount recognized upon issuance of notes payable | $ 1,310,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nemaura Medical Inc. (“Nemaura” or the “Company”), through its operating subsidiaries, performs medical device research and manufacturing of a continuous glucose monitoring system (“CGM”), named sugarBEAT ® ® ® Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited financial statements, for the nine months ended December 31, 2023, the Company recorded a net loss of $ 5,968,086 7,203,676 In evaluating the going concern position of the company, management has considered potential funding providers and believes that financing to fund future operations could be provided by equity and/or debt financing. There can be no assurance that funding would be available, or that the terms of such funding would be on favorable terms if available. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC, and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. However, such information reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair presentation of the financial condition and results of operations for the interim periods. The results for the three and nine months ended December 31, 2023 are not indicative of annual results. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and the Company’s subsidiaries. References to “we”, “us”, “our”, or the “Company” refer to Nemaura Medical Inc. and its consolidated subsidiaries. The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, and all significant intercompany balances and transactions have been eliminated in consolidation. The functional currency for the majority of the Company’s operations is the Great Britain Pound Sterling (“GBP”), and the reporting currency is the U.S. Dollar (“USD”). Financial statements for foreign subsidiaries are translated into USD using period end exchange rates for assets and liabilities and average exchange rates for each period for revenue, costs and expenses. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant estimates include the assumptions used in the accrual for potential liabilities, the net realizable value of inventory, the valuation of debt and equity instruments, the fair value of derivative liabilities, valuation of stock options issued for services, and deferred tax valuation allowances. Actual results may differ from those estimates. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Deferred Revenues In March 2014, the Company executed an Exclusive Marketing Rights agreement with Dallas Burston Pharma (“DB Pharma”)(now known as MySugarWatch Limited “MSW”), a Jersey (Channel Island) based company for the exclusive right to sell the Company’s SugarBEAT® device in the UK and Republic of Ireland, both direct to consumer and through prescriptions by general practitioners. The agreement has a term of five years and automatically renewed for another five years unless terminated by either party. As part of the agreement, the Company received a non-refundable upfront fee of £1 million ($1.6 million). Pursuant to current accounting guidelines, the Company recorded the upfront fee of £1 million as a deferred revenue (i.e. liability) and is being amortized to revenues based upon the corresponding sale of the Company’s SugarBEAT devices. As of December 31, 2023 and March 31, 2023, the outstanding deferred revenues amounted to $1,184,412 and $1,145,451, respectively or approximately £875,000GBP. The agreement is scheduled to expire in March 2024, however, the Company expects that it will be renewed for another five years based upon the ongoing relationship with MSW. Cash and cash equivalents Cash and cash equivalents consists primarily of cash deposits maintained in the United Kingdom (“UK”). We maintain cash balances in U.S. Dollar (“USD”), Great Britain Pound Sterling (“GBP”), and the Euro. The following table, reported in USD, disaggregates our cash balances by currency denomination: Schedule of cash and cash equivalents December 31, March 31, 2023 (audited) Cash denominated in: USD $ 13,169 $ 5,606,972 GBP 65,925 4,446,720 Euro 58,322 51,443 Total $ 137,416 $ 10,105,135 Inventory As of December 31, 2023 and March 31, 2023, inventory consisted of the following: Schedule of inventory December 31, 2023 March 31, 2023, (audited) Raw materials $ 3,553,811 $ 1,586,777 Finished goods 117,722 168,075 Total Inventories $ 3,671,533 $ 1,754,852 Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. For the nine months ended December 31, 2023, there were additional general write-downs of inventory of approximately $ 104,000 Research and development expenses The Company charges research and development expenses to operations as incurred. Research and development expenses primarily consist of salaries and related expenses for personnel and outside contractor and consulting services. Other research and development expenses include the costs of materials and supplies used in research and development, prototype manufacturing, clinical studies, related information technology and an allocation of facilities costs. Loss per share Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effects of outstanding options and warrants are anti-dilutive for the nine months ended December 31, 2023 and 2022, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options and warrants as of December 31, 2023 and 2022: Schedule of common stock underlying outstanding options December 31, December 31, 2023 2022 Stock Warrants 5,233,551 1,573,098 Stock options 40,000 40,000 5,273,551 1,613,098 Stock-Based Compensation The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Foreign exchange contract derivative liability is valued using Level 2 fair values while the warrant liability is valued using Level 3 fair values. The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets and liabilities at fair value as of December 31, 2023 and March 31, 2023: Schedule of assets and liabilities at fair value December 31, 2023 Level 1 Level 2 Level 3 Total Assets Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 242,295 $ — $ 242,295 Warrant derivative liability — — 492,000 492,000 Total liabilities $ — $ 242,295 $ 492,000 $ 734,295 March 31, 2023 (audited) Level 1 Level 2 Level 3 Total Assets Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 731,730 $ — $ 731,730 Warrant derivative liability — — 3,092,000 3,092,000 Total liabilities $ — $ 731,730 $ 3,092,000 $ 3,823,730 The following table provides a roll-forward of the warrant derivative liability measured at fair value on a recurring basis using unobservable level 3 inputs for the nine months ended December 31, 2023: Schedule of warrant derivative liability measured at fair value on a recurring basis Warrant derivative liability Balance as of beginning of period – March 31, 2023 $ 3,092,000 Change in fair value of warrant derivative liability (2,600,000 ) Balance as of end of period – December 31, 2023 $ 492,000 As of December 31, 2023 and March 31, 2023, the Company’s outstanding warrants were treated as derivative liabilities and changes in the fair value were recognized in earnings (see Note 3). The Company believes the carrying amounts of certain financial instruments, including cash, accounts receivable, and accounts payable and accrued liabilities, approximate fair value due to the short-term nature of such instruments and are excluded from the fair value tables above. Inflation The Company does not believe that inflation has had a material effect on its operations to date, other than its impact on the general economy. However, there is a risk that the Company’s operating costs could become subject to inflationary and interest rate pressures in the future, which would have the effect of increasing the Company’s operating costs (including, specifically, clinical trial costs in countries where the Company is applying to sell its products), and which would put additional stress on the Company’s working capital resources. Recent accounting pronouncements Management believes that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would not have a material effect on the Company’s unaudited condensed consolidated financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 2 – RELATED PARTY TRANSACTIONS DDL has a service agreement with Nemaura Pharma Limited (“Pharma”), an entity controlled by the Company’s President and Chief Executive officer, to provide development, manufacture, and regulatory approval process under Pharma’s ISO13485 accreditation. Pharma invoices DDL for these services on a cost-plus basis. The table below provides a summary of activity between the Company and Pharma for the nine months ended December 31, 2023 and 2022. Schedule of related party transactions Nine Months Ended December 31, 2023 (unaudited) Nine Months Ended December 31, 2022 (unaudited) Due to (from) related parties at beginning of period $ 920,782 $ (101,297 ) Amounts invoiced by Pharma to DDL, NM and TCL, primarily relating to research and development expenses 4,211,705 2,833,546 Amounts invoiced by DDL to Pharma — (3,159 ) Amounts received from Pharma — 4,452 Amounts paid by DDL to Pharma (4,311,770 ) (2,789,939 ) Foreign exchange differences (20,314 ) 31,077 Due to (from) related parties at end of period $ 800,403 $ (25,320 ) |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 3 – DERIVATIVE LIABILITIES Warrant liability In January 2023, the Company completed an equity offering, which included the issuance of 4,796,206 100 The warrant liability was valued at the following dates using a Black-Scholes model with the following assumptions: Schedule of warrant liability December 31, 2023 March 31, 2023 Warrant liability: Stock price $ 0.22 $ 0.90 Risk-free interest rate 3.84 % 3.60 % Expected volatility 110 % 108 % Expected life (in years) 4.59 5.34 Expected dividend yield — — Fair value of Warrant liability $ 492,000 $ 3,092,000 The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of measurement commensurate with expected life of the warrants. Expected volatility was determined based on the historical volatility data of the Company, and the expected term of the warrants granted are determined based on the duration of time the warrants are expected to be outstanding. The dividend yield on the Company’s warrants is assumed to be zero as the Company has not historically paid dividends. Foreign exchange contract liability The Company is exposed to the impact of foreign currency exchange fluctuations as a significant proportion of its expenses are denominated in GBP, and the Company’s cash is in USD and GBP. In February 2021, the Company entered into a forward contract to sell USD and buy GBP. The contract meets the definition of a derivative subject to the guidance of ASC 815, does not qualify for hedge accounting, and accordingly is recognized at fair value, with changes in fair value recognized in earnings. The term of the contract is 25 months, beginning July, 2022, and ending August, 2024. The contract initially had a maximum notional amount of $ 6,250,000 12,500,000 On each monthly settlement date, if the USD/GBP spot rate is above $1.359, the Company has the right to convert $250,000 USD into GBP at a fixed rate of $1.359. If the spot rate is between $1.359 and $1.319 on the settlement date, the Company has no obligations, but can convert $250,000 USD into GBP at the spot rate. Finally, if the spot rate is below $1.319 on the monthly settlement date, the Company is obligated to convert $500,000 USD (the settlement date leveraged amount) into GBP at the fixed rate of $1.359. Alternatively, instead of selling $500,000 USD, the Company can pay the difference in the spot rate and the $1.359 exchange rate for $500,000 USD (net settle) to the counterparty At December 31, 2023 and March 31, 2023, the fair value of the foreign currency contract liability was valued as follows: Schedule of fair value of the foreign currency contract liability December 31, 2023 March 31, 2023 Notional Amount $ 2,000,000 $ 4,250,000 Leveraged amount (used to determine fair value of contract liability) $ 4,000,000 $ 8,500,000 Expected remaining term (in months) 8 17 Fair Value: Foreign currency contract liability $ 242,295 $ 731,730 The Company’s foreign currency forward contracts are measured at fair value on a recurring basis and are classified as Level 2 fair value measurement. As of December 31, 2023, and March 31, 2023, the Company has deposited $ 146,434 909,666 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE Schedule of notes payable December 31, 2023 (unaudited) March 31, 2023 Note Payable Agreement 2 $ 13,551,346 $ 14,772,293 Note Payable Agreement 3 6,365,649 6,024,941 Note Payable Agreements 4 and 5 — — Total notes payable 19,916,995 20,797,234 Unamortized debt discount (273,957 ) (767,083 ) Notes payable, net of note discounts 19,643,038 20,030,151 Current portion (19,643,038 ) (16,942,500 ) Non-current portion $ — $ 3,087,651 At October 5, 2023, the Company had four note payable agreements (Notes #2, #3, #4, and #5) outstanding. Effective October 5, 2023, the Company entered into standstill agreements for Notes #2 and #3, pursuant to which the investors would not seek repayment of any portion of the notes during the period from October 5, 2023 to October 31, 2023. In consideration, the Company agreed to pay a standstill fee of $ 1,300,000 On October 5, 2023, the Company entered into termination agreements to terminate and cancel Notes #4 and #5, which had an aggregate balance of principal and accrued interest of $ 7,940,657 3,000,000 4,940,657 NOTE PAYABLE AGREEMENT 2 On February 8, 2021, the Company issued a note payable (“Note 2”) to a third-party investor. The note was for $ 24,015,000 February 9, 2023 1,000,000 10 2,304,539 As of March 31, 2023, outstanding balance of note payable amounted to $ 14,772,293 3,143,134 4,364,081 13,551,346 NOTE PAYABLE AGREEMENT 3 On May 20, 2022, the Company issued a note payable (“Note 3) to a third-party investor. The note was for $ 6,015,000 4,700,000 1,315,000 1,000,000 300,000 15,000 10 At March 31, 2023, the outstanding balance of Note 3 was $ 6,015,000 2,164,829 1,814,180 6,365,649 During the nine month period ended December 31, 2023, debt discount amortization of $ 493,125 273,958 NOTE PAYABLE AGREEMENTS 4 and 5 In August 2023, the Company issued two notes payable to two third party investors (“Notes 4 and 5”) , with a face value of $ 7,810,000 6,500,000 1,310,000 9.5 19 9.9 1,310,000 On October 2023, the Company and the noteholders amended the two notes payable. As part of the amendment, the Company paid the noteholder $ 3 4,810,000 130,657 2,775,828 2,164,829 367,306 1,310,000 LINE OF CREDIT In November 2023, the Company executed a line of credit (LOC) with a third party financing company, Streeterville Capital LLC. Pursuant to the LOC agreement, the Company can loan up to $10 million at a rate of 10% per annum and a 20% original issue discount for a period of one year |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited financial statements, for the nine months ended December 31, 2023, the Company recorded a net loss of $ 5,968,086 7,203,676 In evaluating the going concern position of the company, management has considered potential funding providers and believes that financing to fund future operations could be provided by equity and/or debt financing. There can be no assurance that funding would be available, or that the terms of such funding would be on favorable terms if available. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC, and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. However, such information reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair presentation of the financial condition and results of operations for the interim periods. The results for the three and nine months ended December 31, 2023 are not indicative of annual results. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and the Company’s subsidiaries. References to “we”, “us”, “our”, or the “Company” refer to Nemaura Medical Inc. and its consolidated subsidiaries. The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, and all significant intercompany balances and transactions have been eliminated in consolidation. The functional currency for the majority of the Company’s operations is the Great Britain Pound Sterling (“GBP”), and the reporting currency is the U.S. Dollar (“USD”). Financial statements for foreign subsidiaries are translated into USD using period end exchange rates for assets and liabilities and average exchange rates for each period for revenue, costs and expenses. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant estimates include the assumptions used in the accrual for potential liabilities, the net realizable value of inventory, the valuation of debt and equity instruments, the fair value of derivative liabilities, valuation of stock options issued for services, and deferred tax valuation allowances. Actual results may differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. |
Deferred Revenues | Deferred Revenues In March 2014, the Company executed an Exclusive Marketing Rights agreement with Dallas Burston Pharma (“DB Pharma”)(now known as MySugarWatch Limited “MSW”), a Jersey (Channel Island) based company for the exclusive right to sell the Company’s SugarBEAT® device in the UK and Republic of Ireland, both direct to consumer and through prescriptions by general practitioners. The agreement has a term of five years and automatically renewed for another five years unless terminated by either party. As part of the agreement, the Company received a non-refundable upfront fee of £1 million ($1.6 million). Pursuant to current accounting guidelines, the Company recorded the upfront fee of £1 million as a deferred revenue (i.e. liability) and is being amortized to revenues based upon the corresponding sale of the Company’s SugarBEAT devices. As of December 31, 2023 and March 31, 2023, the outstanding deferred revenues amounted to $1,184,412 and $1,145,451, respectively or approximately £875,000GBP. The agreement is scheduled to expire in March 2024, however, the Company expects that it will be renewed for another five years based upon the ongoing relationship with MSW. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consists primarily of cash deposits maintained in the United Kingdom (“UK”). We maintain cash balances in U.S. Dollar (“USD”), Great Britain Pound Sterling (“GBP”), and the Euro. The following table, reported in USD, disaggregates our cash balances by currency denomination: Schedule of cash and cash equivalents December 31, March 31, 2023 (audited) Cash denominated in: USD $ 13,169 $ 5,606,972 GBP 65,925 4,446,720 Euro 58,322 51,443 Total $ 137,416 $ 10,105,135 |
Inventory | Inventory As of December 31, 2023 and March 31, 2023, inventory consisted of the following: Schedule of inventory December 31, 2023 March 31, 2023, (audited) Raw materials $ 3,553,811 $ 1,586,777 Finished goods 117,722 168,075 Total Inventories $ 3,671,533 $ 1,754,852 Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. For the nine months ended December 31, 2023, there were additional general write-downs of inventory of approximately $ 104,000 |
Research and development expenses | Research and development expenses The Company charges research and development expenses to operations as incurred. Research and development expenses primarily consist of salaries and related expenses for personnel and outside contractor and consulting services. Other research and development expenses include the costs of materials and supplies used in research and development, prototype manufacturing, clinical studies, related information technology and an allocation of facilities costs. |
Loss per share | Loss per share Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effects of outstanding options and warrants are anti-dilutive for the nine months ended December 31, 2023 and 2022, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options and warrants as of December 31, 2023 and 2022: Schedule of common stock underlying outstanding options December 31, December 31, 2023 2022 Stock Warrants 5,233,551 1,573,098 Stock options 40,000 40,000 5,273,551 1,613,098 |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Foreign exchange contract derivative liability is valued using Level 2 fair values while the warrant liability is valued using Level 3 fair values. The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets and liabilities at fair value as of December 31, 2023 and March 31, 2023: Schedule of assets and liabilities at fair value December 31, 2023 Level 1 Level 2 Level 3 Total Assets Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 242,295 $ — $ 242,295 Warrant derivative liability — — 492,000 492,000 Total liabilities $ — $ 242,295 $ 492,000 $ 734,295 March 31, 2023 (audited) Level 1 Level 2 Level 3 Total Assets Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 731,730 $ — $ 731,730 Warrant derivative liability — — 3,092,000 3,092,000 Total liabilities $ — $ 731,730 $ 3,092,000 $ 3,823,730 The following table provides a roll-forward of the warrant derivative liability measured at fair value on a recurring basis using unobservable level 3 inputs for the nine months ended December 31, 2023: Schedule of warrant derivative liability measured at fair value on a recurring basis Warrant derivative liability Balance as of beginning of period – March 31, 2023 $ 3,092,000 Change in fair value of warrant derivative liability (2,600,000 ) Balance as of end of period – December 31, 2023 $ 492,000 As of December 31, 2023 and March 31, 2023, the Company’s outstanding warrants were treated as derivative liabilities and changes in the fair value were recognized in earnings (see Note 3). The Company believes the carrying amounts of certain financial instruments, including cash, accounts receivable, and accounts payable and accrued liabilities, approximate fair value due to the short-term nature of such instruments and are excluded from the fair value tables above. |
Inflation | Inflation The Company does not believe that inflation has had a material effect on its operations to date, other than its impact on the general economy. However, there is a risk that the Company’s operating costs could become subject to inflationary and interest rate pressures in the future, which would have the effect of increasing the Company’s operating costs (including, specifically, clinical trial costs in countries where the Company is applying to sell its products), and which would put additional stress on the Company’s working capital resources. |
Recent accounting pronouncements | Recent accounting pronouncements Management believes that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would not have a material effect on the Company’s unaudited condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents | Schedule of cash and cash equivalents December 31, March 31, 2023 (audited) Cash denominated in: USD $ 13,169 $ 5,606,972 GBP 65,925 4,446,720 Euro 58,322 51,443 Total $ 137,416 $ 10,105,135 |
Schedule of inventory | Schedule of inventory December 31, 2023 March 31, 2023, (audited) Raw materials $ 3,553,811 $ 1,586,777 Finished goods 117,722 168,075 Total Inventories $ 3,671,533 $ 1,754,852 |
Schedule of common stock underlying outstanding options | Schedule of common stock underlying outstanding options December 31, December 31, 2023 2022 Stock Warrants 5,233,551 1,573,098 Stock options 40,000 40,000 5,273,551 1,613,098 |
Schedule of assets and liabilities at fair value | Schedule of assets and liabilities at fair value December 31, 2023 Level 1 Level 2 Level 3 Total Assets Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 242,295 $ — $ 242,295 Warrant derivative liability — — 492,000 492,000 Total liabilities $ — $ 242,295 $ 492,000 $ 734,295 March 31, 2023 (audited) Level 1 Level 2 Level 3 Total Assets Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 731,730 $ — $ 731,730 Warrant derivative liability — — 3,092,000 3,092,000 Total liabilities $ — $ 731,730 $ 3,092,000 $ 3,823,730 |
Schedule of warrant derivative liability measured at fair value on a recurring basis | Schedule of warrant derivative liability measured at fair value on a recurring basis Warrant derivative liability Balance as of beginning of period – March 31, 2023 $ 3,092,000 Change in fair value of warrant derivative liability (2,600,000 ) Balance as of end of period – December 31, 2023 $ 492,000 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Schedule of related party transactions Nine Months Ended December 31, 2023 (unaudited) Nine Months Ended December 31, 2022 (unaudited) Due to (from) related parties at beginning of period $ 920,782 $ (101,297 ) Amounts invoiced by Pharma to DDL, NM and TCL, primarily relating to research and development expenses 4,211,705 2,833,546 Amounts invoiced by DDL to Pharma — (3,159 ) Amounts received from Pharma — 4,452 Amounts paid by DDL to Pharma (4,311,770 ) (2,789,939 ) Foreign exchange differences (20,314 ) 31,077 Due to (from) related parties at end of period $ 800,403 $ (25,320 ) |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of warrant liability | Schedule of warrant liability December 31, 2023 March 31, 2023 Warrant liability: Stock price $ 0.22 $ 0.90 Risk-free interest rate 3.84 % 3.60 % Expected volatility 110 % 108 % Expected life (in years) 4.59 5.34 Expected dividend yield — — Fair value of Warrant liability $ 492,000 $ 3,092,000 |
Schedule of fair value of the foreign currency contract liability | Schedule of fair value of the foreign currency contract liability December 31, 2023 March 31, 2023 Notional Amount $ 2,000,000 $ 4,250,000 Leveraged amount (used to determine fair value of contract liability) $ 4,000,000 $ 8,500,000 Expected remaining term (in months) 8 17 Fair Value: Foreign currency contract liability $ 242,295 $ 731,730 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable December 31, 2023 (unaudited) March 31, 2023 Note Payable Agreement 2 $ 13,551,346 $ 14,772,293 Note Payable Agreement 3 6,365,649 6,024,941 Note Payable Agreements 4 and 5 — — Total notes payable 19,916,995 20,797,234 Unamortized debt discount (273,957 ) (767,083 ) Notes payable, net of note discounts 19,643,038 20,030,151 Current portion (19,643,038 ) (16,942,500 ) Non-current portion $ — $ 3,087,651 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Total cash and cash equivalents | $ 137,416 | $ 10,105,135 |
United States of America, Dollars | ||
Total cash and cash equivalents | 13,169 | 5,606,972 |
United Kingdom, Pounds | ||
Total cash and cash equivalents | 65,925 | 4,446,720 |
Euro Member Countries, Euro | ||
Total cash and cash equivalents | $ 58,322 | $ 51,443 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Accounting Policies [Abstract] | ||
Raw materials | $ 3,553,811 | $ 1,586,777 |
Finished goods | 117,722 | 168,075 |
Total Inventories | $ 3,671,533 | $ 1,754,852 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant outstanding | 5,273,551 | 1,613,098 |
Stock Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant outstanding | 5,233,551 | 1,573,098 |
Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant outstanding | 40,000 | 40,000 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Details 3) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | $ 0 | $ 0 |
Foreign exchange contract derivative liability | 242,295 | 731,730 |
Warrant derivative liability | 492,000 | 3,092,000 |
Total liabilities | 734,295 | 3,823,730 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | 0 | 0 |
Foreign exchange contract derivative liability | 0 | 0 |
Warrant derivative liability | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | 0 | 0 |
Foreign exchange contract derivative liability | 242,295 | 731,730 |
Warrant derivative liability | 0 | 0 |
Total liabilities | 242,295 | 731,730 |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | 0 | 0 |
Foreign exchange contract derivative liability | 0 | 0 |
Warrant derivative liability | 492,000 | 3,092,000 |
Total liabilities | $ 492,000 | $ 3,092,000 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Details 4) - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Platform Operator, Crypto-Asset [Line Items] | |
Warrant derivative liability, beginning balance | $ 3,092,000 |
Change in fair value of warrant derivative liability | (2,600,000) |
Warrant derivative liability, ending balance | $ 492,000 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Net loss | $ 5,968,086 |
Net cash in operations | 7,203,676 |
Additional inventory write down | $ 104,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Due to (from) related parties at beginning of period | $ 920,782 | $ (101,297) |
Amounts invoiced by Pharma to DDL, NM and TCL primarily relating to research and development expenses | 4,211,705 | 2,833,546 |
Amounts invoiced by DDL to Pharma | 0 | (3,159) |
Amounts received from Pharma | 0 | 4,452 |
Amounts paid by DDL to Pharma | (4,311,770) | (2,789,939) |
Foreign exchange differences | (20,314) | 31,077 |
Due to (from) related parties at end of period | $ 800,403 | $ (25,320) |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Stock price | $ 0.22 | $ 0.90 |
Risk-free interest rate | 3.84% | 3.60% |
Expected volatility | 110% | 108% |
Expected life (in years) | 4 years 7 months 2 days | 5 years 4 months 2 days |
Expected dividend yield | 0% | 0% |
Fair value of Warrant liability | $ 492,000 | $ 3,092,000 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2023 | Jul. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Notional amount | $ 2,000,000 | $ 4,250,000 | $ 6,250,000 |
Leveraged amount (used to determine fair value of contract liability) | $ 4,000,000 | $ 8,500,000 | $ 12,500,000 |
Expected remaining term (in months) | 8 months | 17 months | |
Foreign currency contract liability | $ 242,295 | $ 731,730 |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jan. 31, 2023 | Dec. 31, 2023 | Mar. 31, 2023 | Jul. 31, 2022 | |
Derivatives, Fair Value [Line Items] | ||||
Warrants issued | 4,796,206 | |||
Volatility interest rate | 100% | |||
Notional amount | $ 2,000,000 | $ 4,250,000 | $ 6,250,000 | |
Leveraged amount | $ 4,000,000 | 8,500,000 | $ 12,500,000 | |
Description of conversion terms for debt instrument | On each monthly settlement date, if the USD/GBP spot rate is above $1.359, the Company has the right to convert $250,000 USD into GBP at a fixed rate of $1.359. If the spot rate is between $1.359 and $1.319 on the settlement date, the Company has no obligations, but can convert $250,000 USD into GBP at the spot rate. Finally, if the spot rate is below $1.319 on the monthly settlement date, the Company is obligated to convert $500,000 USD (the settlement date leveraged amount) into GBP at the fixed rate of $1.359. Alternatively, instead of selling $500,000 USD, the Company can pay the difference in the spot rate and the $1.359 exchange rate for $500,000 USD (net settle) to the counterparty | |||
Prepaid Expenses and Other Receivables [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Deposit on foreign exchange contract | $ 146,434 | $ 909,666 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total notes payable | $ 19,916,995 | $ 20,797,234 |
Unamortized debt discount | (273,957) | (767,083) |
Notes payable, net of note discounts | 19,643,038 | 20,030,151 |
Current portion | (19,643,038) | (16,942,500) |
Non-current portion | 0 | 3,087,651 |
Note Payable Agreement 2 [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 13,551,346 | 14,772,293 |
Note Payable Agreement 3 [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 6,365,649 | 6,024,941 |
Note Payable Agreements 4 and 5 [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | $ 0 | $ 0 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |||||||||
Nov. 30, 2023 | Oct. 31, 2023 | Oct. 05, 2023 | Aug. 31, 2023 | May 20, 2022 | Feb. 08, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Oct. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||||
Original issue discount | $ 19,916,995 | $ 20,797,234 | ||||||||
Amortization of debt discount | 1,803,126 | $ 4,152,437 | ||||||||
Unamortized debt discount | 273,957 | 767,083 | ||||||||
Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit description | the Company can loan up to $10 million at a rate of 10% per annum and a 20% original issue discount for a period of one year | |||||||||
Secured Note [Member] | Investor [Member] | Note Payable Agreement 2and 3 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Standstill fee | $ 1,300,000 | |||||||||
Debt instrument periodic payment principal | 3,000,000 | |||||||||
Notes Payable, Increase in Principal Payments | 4,940,657 | |||||||||
Secured Note [Member] | Investor [Member] | Note Payable Agreements 4 and 5 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Standstill fee | $ 367,306 | |||||||||
Notes payable | 4,810,000 | 7,940,657 | ||||||||
Debt instrument face value | $ 7,810,000 | |||||||||
Original issue discount | 1,310,000 | |||||||||
Amortization of debt discount | 1,310,000 | |||||||||
Unamortized debt discount | 1,310,000 | |||||||||
Cash received from issue of notes payable | $ 6,500,000 | |||||||||
Interest rate | 9.50% | |||||||||
OID rate | 19% | |||||||||
Monetary fee rate | 9.90% | |||||||||
Repayment of notes payable | 3,000,000 | |||||||||
Accrued interest | 130,657 | |||||||||
Secured Note [Member] | Investor [Member] | Note Payable Agreement 2 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable | 13,551,346 | 14,772,293 | ||||||||
Debt instrument periodic payment principal | 4,364,081 | |||||||||
Notes Payable, Increase in Principal Payments | 2,775,828 | 3,143,134 | ||||||||
Debt instrument face value | $ 24,015,000 | |||||||||
Maturity date | Feb. 09, 2023 | |||||||||
Debt instrument periodic payment | $ 1,000,000 | |||||||||
Interest rate | 10% | |||||||||
Aggregate fees | $ 2,304,539 | |||||||||
Secured Note [Member] | Investor [Member] | Note Payable Agreement 3 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable | 6,365,649 | $ 6,015,000 | ||||||||
Debt instrument periodic payment principal | 1,814,180 | |||||||||
Notes Payable, Increase in Principal Payments | $ 2,164,829 | $ 2,164,829 | ||||||||
Debt instrument face value | $ 6,015,000 | |||||||||
Interest rate | 10% | |||||||||
Cash proceeds | $ 4,700,000 | |||||||||
Debt discount | 1,315,000 | |||||||||
Original issue discount | 1,000,000 | |||||||||
Commissions paid | 300,000 | |||||||||
Transaction expenses | $ 15,000 | |||||||||
Amortization of debt discount | 493,125 | |||||||||
Unamortized debt discount | $ 273,958 |