Cover
Cover - USD ($) | 4 Months Ended | ||
Dec. 31, 2021 | Mar. 18, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | Artelo Biosciences, Inc. | ||
Entity Central Index Key | 0001621221 | ||
Document Type | 10-KT | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | Q1 | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 42,301,013 | ||
Entity Public Float | $ 28,499,602 | ||
Document Period Start Date | Sep. 1, 2021 | ||
Document Annual Report | false | ||
Document Transition Report | true | ||
Entity File Number | 001-38951 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 33-1220924 | ||
Entity Address Address Line 1 | 505 Lomas Santa Fe | ||
Entity Address Address Line 2 | Suite 160 | ||
Entity Address City Or Town | Solana Beach | ||
Entity Address State Or Province | CA | ||
Entity Address Country | US | ||
Entity Address Postal Zip Code | 92075 | ||
City Area Code | 858 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas | ||
Local Phone Number | 925-7049 | ||
Security 12b Title | Common Stock, $0.001 par value per share | ||
Trading Symbol | ARTL | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm Id | 206 | ||
Warrants [Member] | |||
Document Information Line Items | |||
Security 12b Title | Warrants | ||
Trading Symbol | ARTLW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 |
Current Assets | |||
Cash and cash equivalents | $ 12,162,000 | $ 6,629,000 | $ 2,142,000 |
Marketable securities | 11,951,000 | 3,436,000 | 0 |
Prepaid expenses and other current assets | 496,000 | 252,000 | 195,000 |
Total Current Assets | 24,609,000 | 10,317,000 | 2,337,000 |
Intangible asset | 2,039,000 | 2,039,000 | 2,039,000 |
Available-for-sale securities (amortized cost of $1,524, $0 and $0, respectively) | 1,519,000 | 0 | 0 |
Operating lease right-of-use asset | 81,000 | 90,000 | 0 |
Prepaid expenses and deposit | 3,000 | 189,000 | 0 |
TOTAL ASSETS | 28,251,000 | 12,635,000 | 4,376,000 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 975,000 | 471,000 | 489,000 |
Due to related parties | 21,000 | 27,000 | 12,000 |
Operating lease liability - current portion | 31,000 | 28,000 | 0 |
Total Current Liabilities | 1,027,000 | 526,000 | 501,000 |
Operating lease liability | 57,000 | 67,000 | 0 |
TOTAL LIABILITIES | 1,084,000 | 593,000 | 501,000 |
Preferred Stock, par value $0.001, 6,250,000 shares authorized, 0 shares issued and outstanding | 0 | 0 | 0 |
Common Stock, par value $0.001, 750,000,000 shares authorized, 42,301,013, 24,526,703 and 4,991,587 shares issued and outstanding, respectively | 42,000 | 25,000 | 5,000 |
Additional paid-in capital | 48,081,000 | 28,902,000 | 13,272,000 |
Accumulated deficit | (20,938,000) | (16,903,000) | (9,466,000) |
Accumulated other comprehensive income (loss) | (18,000) | 18,000 | 64,000 |
Total Stockholders' Equity | 27,167,000 | 12,042,000 | 3,875,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 28,251,000 | $ 12,635,000 | $ 4,376,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 |
Consolidated Balance Sheets | |||
Common stock, shares issued | 42,301,013 | 24,526,703 | 4,991,587 |
Common stock, shares outstanding | 42,301,013 | 24,526,703 | 4,991,587 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 6,250,000 | 6,250,000 | 6,250,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
OPERATING EXPENSES | ||||
General and administrative | $ 2,098,000 | $ 1,067,000 | $ 4,602,000 | $ 2,767,000 |
Research and development | 1,944,000 | 999,000 | 2,839,000 | 1,919,000 |
Total Operating Expenses | 4,042,000 | 2,066,000 | 7,441,000 | 4,686,000 |
Loss from Operations | (4,042,000) | (2,066,000) | (7,441,000) | (4,686,000) |
OTHER INCOME | ||||
Interest income | 1,000 | 1,000 | 2,000 | 1,000 |
Net change in fair value of marketable securities | 6,000 | 0 | 2,000 | 0 |
Change in fair value of derivative liabilities | 0 | 0 | 0 | 30,000 |
Total other income | 7,000 | 1,000 | 4,000 | 31,000 |
Provision for income taxes | 0 | 0 | ||
NET LOSS | (4,035,000) | (2,065,000) | (7,437,000) | (4,655,000) |
OTHER COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustments | (31,000) | (23,000) | (46,000) | 74,000 |
Net unrealized loss on available-for-sale securities | (5,000) | 0 | 0 | 0 |
Total Other Comprehensive Loss | (36,000) | (23,000) | (46,000) | 74,000 |
TOTAL COMPREHENSIVE LOSS | $ (4,071,000) | $ (2,088,000) | $ (7,483,000) | $ (4,581,000) |
Basic and Diluted Loss per Common Share | $ (0.12) | $ (0.18) | $ (0.40) | $ (1.26) |
Basic and Diluted Weighted Average Common Shares Outstanding | 33,454,360,000 | 11,461,751 | 18,675,411 | 3,707,650,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated other comprehensive loss |
Balance, shares at Aug. 31, 2019 | 3,354,000 | ||||
Balance, amount at Aug. 31, 2019 | $ 5,460,000 | $ 3,000 | $ 10,278,000 | $ (4,811,000) | $ (10,000) |
Additional common shares issued\, shares | 7,000 | ||||
Additional common shares issued\, amount | 0 | $ 0 | 0 | 0 | 0 |
Common shares issued for cash, net of issuance costs, shares | 1,564,000 | ||||
Common shares issued for cash, net of issuance costs, amount | 1,978,000 | $ 2,000 | 1,976,000 | 0 | 0 |
Common shares issued for services - officers | 45,000 | $ 0 | 45,000 | 0 | 0 |
Common shares issued for acquisition of license, shares | 61,000 | ||||
Common shares issued for acquisition of license, amount | 539,000 | $ 0 | 539,000 | 0 | 0 |
Common shares issued for settlement of debt, shares | 11,000 | ||||
Common shares issued for settlement of debt, amount | 100,000 | $ 0 | 100,000 | 0 | 0 |
Cancellation of common shares, shares | 6,000 | ||||
Cancellation of common shares, amount | (2,000) | $ 0 | (2,000) | 0 | 0 |
Stock option expense | 336,000 | 0 | 336,000 | 0 | 0 |
Net loss for the period | (4,655,000) | 0 | 0 | (4,655,000) | 0 |
Other comprehensive Loss | 74,000 | $ 0 | 0 | 0 | 74,000 |
Stock based compensation | 381,000 | ||||
Balance, shares at Aug. 31, 2020 | 4,991,000 | ||||
Balance, amount at Aug. 31, 2020 | 3,875,000 | $ 5,000 | 13,272,000 | (9,466,000) | 64,000 |
Common shares issued for cash, net of issuance costs, shares | 10,120,000 | ||||
Common shares issued for cash, net of issuance costs, amount | 6,578,000 | $ 10,000 | 6,568,000 | 0 | 0 |
Net loss for the period | (2,065,000) | 0 | 0 | (2,065,000) | 0 |
Other comprehensive Loss | (23,000) | 0 | 0 | 0 | (23,000) |
Stock based compensation | 70,000 | $ 0 | 70,000 | 0 | 0 |
Balance, shares at Dec. 31, 2020 | 15,111,000 | ||||
Balance, amount at Dec. 31, 2020 | 8,435,000 | $ 15,000 | 19,910,000 | (11,531,000) | 41,000 |
Balance, shares at Aug. 31, 2020 | 4,991,000 | ||||
Balance, amount at Aug. 31, 2020 | 3,875,000 | $ 5,000 | 13,272,000 | (9,466,000) | 64,000 |
Common shares issued for cash, net of issuance costs, shares | 11,514,000 | ||||
Common shares issued for cash, net of issuance costs, amount | 8,103,000 | $ 12,000 | 8,091,000 | 0 | 0 |
Common shares issued for services - officers | 34,000 | 0 | 34,000 | 0 | 0 |
Stock option expense | 1,497,000 | 0 | 1,497,000 | 0 | 0 |
Net loss for the period | (7,437,000) | 0 | 0 | (7,437,000) | 0 |
Other comprehensive Loss | (46,000) | $ 0 | 0 | 0 | (46,000) |
Stock based compensation | 1,531,000 | ||||
Common shares issued for exercise of warrants, shares | 8,022,000 | ||||
Common shares issued for exercise of warrants, amount | 6,016,000 | $ 8,000 | 6,008,000 | 0 | 0 |
Balance, shares at Aug. 31, 2021 | 24,527,000 | ||||
Balance, amount at Aug. 31, 2021 | $ 12,042,000 | $ 25,000 | 28,902,000 | (16,903,000) | 18,000 |
Additional common shares issued\, shares | 17,774,310 | ||||
Common shares issued for cash, net of issuance costs, shares | 17,774,000 | ||||
Common shares issued for cash, net of issuance costs, amount | $ 18,262,000 | $ 17,000 | 18,245,000 | 0 | 0 |
Net loss for the period | (4,035,000) | 0 | 0 | (4,035,000) | 0 |
Other comprehensive Loss | (36,000) | 0 | 0 | 0 | (36,000) |
Stock based compensation | 934,000 | $ 0 | 934,000 | 0 | 0 |
Balance, shares at Dec. 31, 2021 | 42,301,000 | ||||
Balance, amount at Dec. 31, 2021 | $ 27,167,000 | $ 42,000 | $ 48,081,000 | $ (20,938,000) | $ (18,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (4,035,000) | $ (2,065,000) | $ (7,437,000) | $ (4,655,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock based compensation | 934,000 | 70,000 | 1,531,000 | 381,000 |
Net change in fair value of marketable securities | (6,000) | 0 | (2,000) | 0 |
Change in fair value of derivative liabilities | 0 | 0 | 0 | (30,000) |
Non-cash lease expense | 10,000 | 0 | 7,000 | 0 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | (63,000) | (323,000) | (239,000) | (171,000) |
Accounts payable and accrued liabilities | 507,000 | 444,000 | (3,000) | 128,000 |
Accounts payable - related party | (7,000) | 0 | 0 | 0 |
Cash payments on operating lease | (7,000) | (2,000) | ||
Net cash used in operating activities | (2,667,000) | (1,874,000) | (6,141,000) | (4,347,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Investment in trading marketable securities | (11,243,000) | (1,753,000) | (6,098,000) | 0 |
Investment in available-for-sale securities | (1,524,000) | |||
Proceeds from disposition of marketable securities | 2,734,000 | 698,000 | 2,659,000 | 0 |
Net cash used in investing activities | (10,033,000) | (1,055,000) | (3,439,000) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of common shares for cash, net | 18,262,000 | 6,578,000 | 8,103,000 | 1,978,000 |
Proceeds from exercise of warrants | 0 | 0 | 6,016,000 | 0 |
Advances from related parties | 0 | 1,000 | 1,000 | 8,000 |
Repayments to related parties | (1,000) | (1,000) | (8,000) | (5,000) |
Net cash provided by financing activities | 18,261,000 | 6,578,000 | 14,112,000 | 1,981,000 |
Effect of exchange rate changes on cash | (28,000) | (8,000) | (45,000) | 84,000 |
Net change in cash and cash equivalents | 5,533,000 | 3,641,000 | 4,487,000 | (2,282,000) |
Cash and cash equivalents - beginning of period | 6,629,000 | 2,142,000 | 2,142,000 | 4,424,000 |
Cash and cash equivalents - end of period | 12,162,000 | 5,783,000 | 6,629,000 | 2,142,000 |
Supplemental Cash Flow Information | ||||
Cash paid for interest | 0 | 0 | 0 | 0 |
Cash paid for income taxes | 0 | $ 0 | 0 | |
NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||||
Unrealized loss from available-for-sale securities | $ (5,000) | |||
Common shares issued for acquisition of license offset against stock payable | 539,000 | |||
Common shares issued for settlement of stock payable | $ 100,000 | |||
Initial recognition of right-of-use asset | $ 97,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 4 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS ARTELO BIOSCIENCES, INC. (“we”, “us”, “our”, the “Company”) is a Nevada corporation incorporated on May 2, 2011, and based in San Diego County, California. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31. The Company registered fully owned subsidiaries in Ireland, Trinity Reliant Ventures Limited, on November 11, 2016, and in the UK, Trinity Research & Development Limited, on June 2, 2017. On January 8, 2020, Trinity Research and Development Limited changed its name to Artelo Biosciences Limited. The Company incorporated a wholly owned subsidiary in Canada, Artelo Biosciences Corporation, on March 18, 2020. Operations in the subsidiaries have been consolidated in the financial statements. The Company is a clinical stage biopharmaceutical company focused on developing and commercializing treatments intended to modulate the endocannabinoid system. Change in fiscal year On September 17, 2021, the Company’s Board of Directors approved a change to the Company’s fiscal year end from August 31 to December 31. The Company’s next fiscal year will begin on January 1, 2022, and end on December 31, 2022. The Company is required to file this transition report on Form 10K-T under Rules 13a-10 or 15d-10 promulgated under the Securities Exchange Act of 1934, as amended for the transition period from September 1, 2021, to December 31, 2021. The financial statements include unaudited figures for the four months ended December 31, 2020, for comparative purposes. COVID-19 As the COVID-19 pandemic is still evolving at this time and much of its impact remains unknown, the Company is not able to predict the impact it may have on the development of its product candidates and business. The severity of the COVID-19 pandemic could also negatively impact the Company’s access to its existing supply chain by delaying the delivery of key raw materials used in its product candidates and therefore delay the delivery of such products for use in its clinical trials. Any of these results could have a material adverse impact to our business. Liquidity The Company has incurred losses for the past several years and a net loss of $4,035 during the four months ended December 31, 2021. During the four-month transition period ended December 31, 2021, we completed an offering for net proceeds of approximately $18,262, which substantially increased our cash and cash equivalents and improved our working capital position. Consequently, our existing cash resources and cash received from the public offering are expected to provide sufficient funds to carry out our planned operations into the second half of 2023. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. All amounts in these financial statements, notes and tables have been rounded to the nearest thousand dollars, except share and per share amounts, unless otherwise indicated. Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s wholly owned subsidiaries, Trinity Reliant Ventures Limited, Artelo Biosciences Limited and Artelo Biosciences Corporation. All intercompany transactions and balances have been eliminated. Property and equipment Property and equipment are stated at cost. Depreciation is computed on the straight-line method. Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were recorded during the four months ended December 31, 2021, and 2020 and the years ended August 31, 2021, and 2020. Research and Development (“R&D”) R&D expenses consist primarily of costs related to clinical studies and outside services, personnel expenses, and other R&D expenses. Clinical studies and outside services costs relate primarily to services performed by clinical research organizations and related clinical or development manufacturing costs, materials, and supplies, filing fees, regulatory support, and other third-party fees. Personnel expenses relate primarily to salaries and benefits. R&D expenditures are charged to operations as incurred. The Company recognizes R&D tax credits receivable from the United Kingdom government for spending on R&D as an offset of R&D expenses. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, commercial paper, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $12,162 and $6,629 and $2,142 in cash and cash equivalents at December 31, 2021, August 31, 2021, and 2020, respectively. Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $250 per institution. The amount in excess of the FDIC insurance as of December 31, 2021, was approximately $11,662. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Marketable Securities Our investments in debt securities are carried at fair value. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Realized and unrealized gains and losses on trading debt securities are recorded in profit or loss and urealized gains and losses on available-for-sale debt securities are included in other comprehensive income. The marketable securities held by the Company, classified as trading securities, had an outstanding balance of $11,951, $3,436 and $0 as of December 31, 2021, and August 31, 2021, and 2020, respectively. The Company’s holdings in US Treasury instruments, classified as available-for-sale investments had an outstanding balance of $1,519, $0 and $0 as of December 31, 2021, August 31, 2021, and 2020, respectively. Intangible Assets The Company capitalizes certain costs related to the acquisition of intangible assets; if such assets are determined to have a finite useful life they are amortized on a straight-line basis over the estimated useful life. The Company tests its intangible assets for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others and without limitation: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the Company’s segments; unanticipated competition; and slower growth rates. Foreign Currency Transactions The Company has operations outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arises from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included as other comprehensive income. Financial Instruments The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying amounts shown of the Company’s financial instruments including cash and cash equivalents and accounts payable approximate fair value due to the short-term maturities of these instruments. Set out below are the Company’s financial instruments that are required to be remeasured at fair value on a recurring basis in the fair value hierarchy as of December 31, 2021, and August 31, 2021: December 31, 2021 Level 1 Level 2 Level 3 Total Marketable securities Commercial paper $ - $ 10,486 $ - $ 10,486 Asset-backed securities - 1,165 - 1,165 Corporate debt securities - 300 - 300 - 11,951 - 11,951 Available-for sale securities US Treasury - 1,519 - 1,519 - 1,519 - 1,519 - 13,470 - 13,470 August 31, 2021 Level 1 Level 2 Level 3 Total Marketable securities Commercial paper $ - $ 2,724 $ - $ 2,724 Asset-backed securities - 409 - 409 Corporate debt securities - 303 - 303 - 3,436 - 3,436 The Company did not have any financial instruments that were required to be measured at fair value on a recurring basis as of August 31, 2020. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in consolidated the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. Share-based Expenses ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Share-based expenses were $934 and $70, and $1,531 and $381 for the four months ended December 31, 2021, and 2020, and the years ended August 31, 2021, and 2020, respectively. Deferred Income Taxes and Valuation Allowance The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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 those 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 income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Net Loss per Share of Common Stock Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options and warrants. For the four months ended December 31, 2021, and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. December 31, December 31, 2021 2020 Stock options 5,008,984 401,834 Warrants 4,433,412 12,454,937 9,442,396 12,856,771 For the years ended August 31, 2021, and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. August 31, 2021 August 31, 2020 Stock options 2,859,184 281,834 Warrants 4,433,412 2,334,937 7,292,596 2,616,771 Related Parties The Company follows ASC 850, Related Party Disclosures, Commitments and Contingencies The Company follows ASC 450-20 , “Loss Contingencies Recent Accounting Pronouncements In November 2021, the FASB issued ASU 2021-10, “ Government Assistance (Topic 832) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 4 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 3 - RELATED PARTY TRANSACTIONS During the four months ended December 31, 2021, and 2020, and the years ended August 31, 2021, and 2020, Blackrock Ventures, Ltd., an entity owned by the Senior Vice President, European Operations provided $20 and $20, and $60 and $64 worth of consulting services to the Company, of which, $5 was outstanding, as of December 31, 2021, August 31, 2021, and 2020, respectively. During the four months ended December 31, 2021, a company significantly influenced by a director of a subsidiary of the Company provided professional services totaling $46, of which $11 was outstanding as of December 31, 2021. During the four months ended December 31, 2021, a company controlled by a director of a subsidiary of the Company provided professional services totaling $26, of which $5 was outstanding as of December 31, 2021. |
EQUITY
EQUITY | 4 Months Ended |
Dec. 31, 2021 | |
EQUITY | |
EQUITY | NOTE 4 - EQUITY Preferred shares The Company has authorized shares of preferred stock with a par value of $ . During the four months ended December 31, 2021, and 2020, and during the years ended August 31, 2021, and 2020, there were no shares of preferred stock issued or outstanding. Common Shares Amendment to Articles of Incorporation or Bylaws On December 3, 2020, the Company held a special meeting of stockholders and approved an amendment of the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001, (“Common Stock”) from 18,750,000 to 750,000,000. The Company has authorized 750,000,000 shares of common stock with a par value of $0.001 per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought. During the four months ended December 31, 2021, the Company issued 17,774,310 shares of common stock at an average price of $1.06 per share in connection with the Company’s at-the-market equity program for proceeds, net of commission and fees, of $18,262. The agent of the program was entitled to compensation at a commission rate of 3.0% of the gross sales price per sold share of common stock. • On October 14, 2020, the Company issued and sold, through a public offering (i) 10,120,000 shares of common stock (which includes 1,320,000 shares of common stock sold pursuant to the exercise by the underwriter to the public offering of their overallotment option) and (ii) warrants to purchase 10,120,000 shares of common stock (which includes warrants to purchase 1,320,000 shares of common stock sold pursuant to the exercise by the underwriter of their overallotment option). The net proceeds to the Company, after deducting the underwriting discount and commissions and offering expenses were $6,579. • 1,393,591 shares of common stock were issued for net proceeds of $1,524, at an average price of $1.20 per share in connection with the Company’s at-the-market ("ATM") equity program net of commission and fees, of $51. The agent of the program was entitled to commissions at a rate of 3.0% of the gross sales price per share of common stock sold. The Company also incurred offering costs of $96. • 8,021,525 shares of common stock were issued for the exercise of warrants for proceeds of $6,016. During the year ended August 31, 2020, the Company issued 1,644,221 shares of common stock as follows: • 61,297 shares of common stock were issued for the exercise of an option for an exclusive worldwide license to develop and commercialize products comprising or containing the compound NEO1940 (see Note 6) • 11,363 shares of common stock were issued for the settlement of stock payable of $100. • 7,373 shares of common stock were issued for additional issuance of Series D per the terms of the subscription agreements. • 1,564,188 shares of common stock were issued for cash of $1,978, of which 45,834 shares were issued to our officers and directors for $55 and 1,518,354 shares were sold in connection with the Company’s at-the-market equity program for proceeds net of offering costs of $1,923. The agent of the program was entitled to commissions at a rate of 2.0% of the gross sales price per sold share of common stock. On December 2, 2019, 6,250 shares of common stock previously issued to a director of the Company were cancelled upon the resignation of the director from the Company. During the year ended August 31, 2020, the Company reversed an expense of $2 which was recorded during previous periods as the shares vested over time. Warrants A summary of activity of the warrants during the four months ended December 31, 2021, and the years ended August 31, 2021, and 2020 follows: Number of shares Weighted Average Exercise Price Weighted Average Life (years) Outstanding, August 31, 2019 2,334,937 $ 8.12 4.14 Granted - - - Forfeited - - - Exercised - - - Outstanding, August 31, 2020 2,334,937 $ 8.12 3.30 Granted 10,120,000 0.75 5.00 Forfeited - - - Exercised (8,021,525 ) (0.75 ) (4.68 ) Outstanding, August 31, 2021 4,433,412 $ 4.63 3.16 Granted - - - Forfeited - - - Exercised - - - Outstanding, December 31, 2021 4,433,412 $ 4.63 2.83 2018 Equity Incentive Plan On August 17, 2018, the Board of Directors of the Company approved the Equity Incentive Plan (the “2018 Plan”). The 2018 Plan permits the Company to issue up to 375,000 shares of common stock upon exercise of options granted to selected employees, officers, directors, consultants, and advisers. The options may be either “incentive stock options” (as such term is defined in the Internal Revenue Code of 1986) or non-statutory stock options that are not intended to qualify as “incentive stock options”. Incentive stock options may be granted only to employees. The 2018 Plan is administered by the Board or, at the discretion of the Board, a Board committee. The administrator determines who will receive options and the terms of the options, including the exercise price, expiration date, vesting and the number of shares. The exercise price of each stock option may not be less than the fair market value of the Common Stock on the date of grant, although the exercise price of any incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value on the grant date. Options may be exercisable (“vest”) immediately or in increments based on time and/or performance criteria as determined by the administrator. The term of any option may not exceed 10 years (five years for any incentive stock option granted to a 10% stockholder), and unless otherwise determined by the administrator, each option must terminate no later than three months after the termination of the optionee’s employment (one year in the event of death or disability). Subject to a few minor exceptions, options may not be transferred other than by will or by the laws of descent and distribution. The 2018 Plan will expire on August 17, 2028. The plan was increased to permit the issuance of 425,000 and 748,738 shares of common stock on June 19, 2020, and September 1, 2020, respectively. On December 3, 2020, the Company held a special meeting of stockholders and approved an amendment to increase the number of shares of Common Stock reserved for issuance by 2,000,000 shares and to extend the term of the Plan. On September 1, 2021, the 2018 Plan was increased to permit the issuance of an additional 3,674,097 shares of common stock. As of December 31, 2021, the Plan permits the Company to issue up to 7,222,835 shares of common stock awards of which 2,213,851 is available to be issued. On February 15, 2022, 257,652 shares of common stock were returned to the option pool and on February 18, 2022, t he number of shares of Common Stock reserved for issuance under the 2018 Plan increased by 2,115,051 shares to a total of 4,586,554 shares available to be issued. Options granted during the four months ended December 31, 2021 On December 1, 2021, the Company granted 794,800 options with an exercise price of $0.63, with a term of ten (10) years to exercise from grant date, to employees, directors, and consultants of the Company, of which 257,800 were issued to related parties. Options issued to non-employees vest 33% of shares on the one-year anniversary of vesting commencement date, and the balance of the unvested shares shall vest ratably each month thereafter for a 24-month period, on the first day of each such month. Commencing on the grant date, options issued to employees vest 25% of shares on December 1, 2022, and the balance of the unvested shares shall vest ratably each month thereafter for a 36-month period, on the first day of each such month. On December 3, 2021, the Company granted an option to the Company’s principal executive officer to purchase 1,355,000 shares of the Company’s common stock, with an exercise price of $0.63, with a term of ten (10) years to exercise from grant date, under the Company’s 2018 Equity Incentive Plan. Commencing on the grant date, options issued and vest as follows: 25% of the shares subject to the option shall vest on December 3, 2022, and the balance of the unvested shares shall vest ratably each month thereafter for a 36-month period, on the third day of each such month. Options granted during the year ended August 31, 2021 On November 30, 2020, the Company appointed a new director and granted 120,000 options of the Company’s common stock vesting monthly over a four-year period for his service on the Board at exercise price of $0.6035, expiring ten years after grant date. The director will be eligible for equity award grants on the same terms as other non-employee members of the Board. On February 12, 2021, the Company granted an option to the Company’s president to purchase 834,500 shares of the Company’s common stock with an exercise price of $2.66 and vesting as follows: 50% shall vest on the one-year anniversary of the grant date and 50% shall vest on the two-year anniversary of the grant date, subject to our president’s continued service to the Company. On February 12, 2021, the Company granted an option to the Company’s directors to purchase a total of 705,500 shares of the Company’s common stock with an exercise price of $2.66 and vesting as follows: 50% shall vest on the one-year anniversary of the grant date and 50% shall vest on the two-year anniversary of the grant date, subject to our directors’ continued service to the Company. On February 12, 2021, the Company granted an option to the Company’s employees to purchase a total of 420,000 shares of the Company’s common stock with an exercise price of $2.66 and vesting as follows: 25% shall vest on the one-year anniversary of the vesting commencement date, and 1/48th of the shares subject to the option shall vest each month thereafter on the same day of the month as the vesting commencement date. On March 5, 2021, the Company granted an option to the Company’s president to purchase a total of 575,100 shares of the Company’s common stock with an exercise price of $1.52 and vesting as follows: 25% shall vest on the one-year anniversary of the vesting commencement date, and 1/48th of the shares subject to the option shall vest each month thereafter on the same day of the month as the vesting commencement date. On March 5, 2021, the Company granted an option to a director of the Company to purchase 30,000 shares of the Company’s common stock with an exercise price of $1.52 and vesting as follows: one third shall vest on the one-year anniversary of the vesting commencement date, one third shall vest on the two-year anniversary of the vesting commencement date and one third shall vest on the three-year anniversary of the vesting commencement date, subject to this director’s continued service to the Company. On July 16, 2021, the Company granted options to certain directors of the Company to purchase a total of 70,000 shares of the Company’s common stock with an exercise price of $1.00 and vesting on the earlier of the one-year anniversary of the vesting commencement date or the date prior to the date of the Company’s annual meeting following the vesting commencement date. The vesting commencement date is July 16, 2021. Option granted during the year ended August 31, 2020 On December 2, 2019, 22,250 shares of common stock previously granted to a director of the Company in the form of a stock option were cancelled upon the resignation of the director from the board of directors. On December 6, 2019, the Company granted 10,000 shares of common stock to a director of the Company in the form of a stock option valued at $24. The exercise price per share is $2.65 and the stock options expire on December 6, 2029. The shares vest 1/24th monthly over a period of two years from the grant date. On December 6, 2019, the Company granted 40,000 shares of common stock to a director of the Company in the form of a stock option valued at $98. The exercise price per share is $2.65 and the stock options expire on December 6, 2029. The shares vest 1/48th monthly over a period of four years from the grant date. Option forfeited during the year ended August 31, 2021 On July 20, 2021, a member of the Company’s Board of Directors (the “Participant”) ceased to be a service provider to the Company upon his death. Effective immediately, the Participant forfeited 177,750 unvested stock options. In accordance with the Company’s stock option plan, the Participant’s estate may exercise up to 23,750 vested stock options prior to July 20, 2022, at which time all unexercised options will be forfeited. Valuation The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: Four months ended December 31, Year ended August 31, Year ended August 31, 2021 2021 2020 Expected term 6 - 6.25 years 5 years 5 years Expected average volatility 144 - 158 % 151 - 157 % 155 % Expected dividend yield - - - Risk-free interest rate 1.13 - 1.15 % 0.36 - 0.79 % 1.67 % During the four months ended December 31, 2021, the Company granted 2,149,800 options valued at $1,170. During the four months ended December 31, 2021, the Company recognized stock option expense of $934, of which $811 was to related parties, and as of December 31, 2021, $4,489 remains unamortized, of which $3,717 is with related parties. The intrinsic value of the 5,008,984 options outstanding as of December 31, 2021, is $0. During the year ended August 31, 2021, the Company granted 2,755,100 options valued at $5,760. During the year ended August 31, 2021, the Company recognized stock option expense of $1,497, of which $1,340 was to related parties, and as of August 31, 2021, $4,263 remains unamortized, of which $3,664 is with related parties. The intrinsic value of the 2,859,184 options outstanding as of August 31, 2021, is $37. During the year ended August 31, 2020, the Company granted 74,000 options valued at $190. During the year ended August 31, 2020, $336 was expensed, of which $289 was to related parties, and as of August 31, 2020, $409 remained unamortized, of which $318 is with related parties. The intrinsic value of the 281,834 options outstanding as of August 31, 2020, is $0. The following is a summary of stock option activity during the four months ended December 31, 2021, and the years ended August 31, 2021, and 2020: Options Outstanding Weighted Average Number of Options Weighted Average Exercise Price Remaining life (years) Outstanding, August 31, 2019 234,000 $ 3.88 9.78 Granted 74,000 2.48 10.00 Exercised - - - Forfeited/canceled (26,166 ) (3.31 ) (9.58 ) Outstanding, August 31, 2020 281,834 $ 3.57 8.90 Granted 2,755,100 2.28 10.00 Exercised - - - Forfeited/canceled (177,750 ) (2.57 ) (8.33 ) Outstanding, August 31, 2021 2,859,184 $ 2.39 9.27 Granted 2,149,800 0.63 10.00 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2021 5,008,984 $ 1.63 9.36 Exercisable options, December 31, 2021 342,350 $ 3.29 7.58 Restricted stock awards The Company recorded stock-based compensation expense for members of our Board of Directors totaling $0 and $14, $34 and $42 during the four months ended December 31, 2021, and 2020, and the years ended August 31, 2021, and 2020, respectively. The stock-based compensation is related to restricted stock awards issued in 2017. The stock-based compensation was fully amortized as of August 31, 2021. |
INCOME TAXES
INCOME TAXES | 4 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 5 - INCOME TAXES The Company has not made provision for income taxes for the four months ended December 31, 2021, and 2020 and the years ended August 31, 2021, and 2020, since the Company has the benefit of net operating losses in these periods. Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax assets as of December 31, 2021. The Company has incurred a net operating loss of $17,566, the net operating loss carry forwards will begin to expire in varying amounts from year 2034 subject to its eligibility as determined by respective tax regulating authorities. The Company’s net operating loss carry forwards may be subject to annual limitations, which could eliminate, reduce or defer the utilization of the losses because of an ownership change as defined in Section 382 of the Internal Revenue Code U.S. federal tax returns are closed by statute for years through 2013. The status of state and non-U.S. tax examinations varies due to the numerous legal entities and jurisdictions in which the Company operates. Net deferred tax assets consist of the following components as of: December 31, August 31, August 31, 2021 2021 2020 NOL Carryover $ 3,689 $ 3,038 $ 1,798 Valuation allowance (3,689 ) (3,038 ) (1,798 ) Net deferred tax asset $ - $ - $ - |
INTANGIBLE ASSET
INTANGIBLE ASSET | 4 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE ASSET | |
INTANGIBLE ASSET | NOTE 6 – INTANGIBLE ASSET The Company has capitalized the costs associated with acquiring the exclusive worldwide license to develop and commercialize products comprising or containing the compound NEO1940 as an intangible asset at a value of $2,039 as of December 31, 2021, August 31, 2021, and 2020. The amount capitalized consisted of a $1,500 payment and the fair value of 61,297 shares of common stock of $539. During the four months ended December 31, 2021, and the years ended August 31, 2021, and 2020, no additional costs met the criteria for capitalization as an intangible asset. |
LEASE
LEASE | 4 Months Ended |
Dec. 31, 2021 | |
LEASE | |
LEASE | NOTE 7 - LEASE On May 12, 2021, the Company entered into a lease arrangement for office space with Beckman/Lomas LLC, an entity controlled by a close family member of a director. The following summarizes right-of use asset and lease information about the Company’s operating lease as of December 31, 2021, and August 31, 2021: Four months ended December 31, Years ended August 31, 2021 2021 Lease costs: Operating lease cost $ 10 $ 7 Other information Cash paid for operating cash flows from operating leases $ 7 $ 2 Right-of-use assets obtained in exchange for new operating lease liability $ - $ 97 Weighted-average remaining lease term — operating leases (years) 2.67 3.00 Weighted-average discount rate — operating leases 3.00 % 3.00 % Future minimum lease payments under the operating lease liability has non-cancelable lease payments at December 31, 2021 as follows: Total Year Ended December 31, 2022 33 2023 34 2024 24 Thereafter - 91 Less: Imputed interest (3 ) Operating lease liabilities 88 Operating lease liability - current 31 Operating lease liability - non-current $ 57 |
COMMITMENTS AND CONTENGENCIES
COMMITMENTS AND CONTENGENCIES | 4 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTENGENCIES | |
COMMITMENTS AND CONTENGENCIES | NOTE 8 – COMMITMENTS AND CONTENGENCIES The Company has certain financial commitments in relation to Research and Development contracts as of December 31, 2021, as follows: • The Company is invoiced monthly and quarterly in relation to several Research and Development contracts. • The Company may be obligated to make additional payments related to Research and Development contracts entered into, dependent on the progress and milestones achieved through the programs. • Our principal executive office is currently located at 505 Lomas Santa Fe, Suite 160, Solana Beach, California 92075, USA. Our United Kingdom subsidiary, Artelo Biosciences Limited maintains an office at the biohub located at Mereside, Alderly Park, Alderly Edge, Cheshire, SK10 4TG, UK. We do not currently own any properties, laboratories, or manufacturing facilities. The leases for the subsidiaries’ office spaces are month-to-month. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no events have occurred that require recognition or disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. All amounts in these financial statements, notes and tables have been rounded to the nearest thousand dollars, except share and per share amounts, unless otherwise indicated. |
Basis of Consolidation | The financial statements have been prepared on a consolidated basis, with the Company’s wholly owned subsidiaries, Trinity Reliant Ventures Limited, Artelo Biosciences Limited and Artelo Biosciences Corporation. All intercompany transactions and balances have been eliminated. |
Property and equipment | Property and equipment are stated at cost. Depreciation is computed on the straight-line method. Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were recorded during the four months ended December 31, 2021, and 2020 and the years ended August 31, 2021, and 2020. |
Research and Development ("R&D") | Research and Development (“R&D”) R&D expenses consist primarily of costs related to clinical studies and outside services, personnel expenses, and other R&D expenses. Clinical studies and outside services costs relate primarily to services performed by clinical research organizations and related clinical or development manufacturing costs, materials, and supplies, filing fees, regulatory support, and other third-party fees. Personnel expenses relate primarily to salaries and benefits. R&D expenditures are charged to operations as incurred. The Company recognizes R&D tax credits receivable from the United Kingdom government for spending on R&D as an offset of R&D expenses. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. |
Cash and Cash Equivalents | Cash and cash equivalents include cash in banks, money market funds, commercial paper, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $12,162 and $6,629 and $2,142 in cash and cash equivalents at December 31, 2021, August 31, 2021, and 2020, respectively. Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $250 per institution. The amount in excess of the FDIC insurance as of December 31, 2021, was approximately $11,662. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. |
Marketable Securities | Our investments in debt securities are carried at fair value. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Realized and unrealized gains and losses on trading debt securities are recorded in profit or loss and urealized gains and losses on available-for-sale debt securities are included in other comprehensive income. The marketable securities held by the Company, classified as trading securities, had an outstanding balance of $11,951, $3,436 and $0 as of December 31, 2021, and August 31, 2021, and 2020, respectively. The Company’s holdings in US Treasury instruments, classified as available-for-sale investments had an outstanding balance of $1,519, $0 and $0 as of December 31, 2021, August 31, 2021, and 2020, respectively. |
Intangible Assets | The Company capitalizes certain costs related to the acquisition of intangible assets; if such assets are determined to have a finite useful life they are amortized on a straight-line basis over the estimated useful life. The Company tests its intangible assets for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others and without limitation: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the Company’s segments; unanticipated competition; and slower growth rates. |
Foreign Currency Transactions | The Company has operations outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arises from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included as other comprehensive income. |
Financial Instruments | The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Derivative Financial Instruments | The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in consolidated the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Concentrations of Credit Risk | The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. |
Share-based Expenses | ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Share-based expenses were $934 and $70, and $1,531 and $381 for the four months ended December 31, 2021, and 2020, and the years ended August 31, 2021, and 2020, respectively. |
Deferred Income Taxes and Valuation Allowance | The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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 those 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 income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
Net Loss per Share of Common Stock | Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options and warrants. For the four months ended December 31, 2021, and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. December 31, December 31, 2021 2020 Stock options 5,008,984 401,834 Warrants 4,433,412 12,454,937 9,442,396 12,856,771 For the years ended August 31, 2021, and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. August 31, 2021 August 31, 2020 Stock options 2,859,184 281,834 Warrants 4,433,412 2,334,937 7,292,596 2,616,771 |
Related Parties | The Company follows ASC 850, Related Party Disclosures, |
Commitments and Contingencies | The Company follows ASC 450-20 , “Loss Contingencies |
Recent Accounting Pronouncements | In November 2021, the FASB issued ASU 2021-10, “ Government Assistance (Topic 832) |
EQUITY (Tables)
EQUITY (Tables) | 4 Months Ended |
Dec. 31, 2021 | |
EQUITY | |
Schedule of activity warrants outstanding | Number of shares Weighted Average Exercise Price Weighted Average Life (years) Outstanding, August 31, 2019 2,334,937 $ 8.12 4.14 Granted - - - Forfeited - - - Exercised - - - Outstanding, August 31, 2020 2,334,937 $ 8.12 3.30 Granted 10,120,000 0.75 5.00 Forfeited - - - Exercised (8,021,525 ) (0.75 ) (4.68 ) Outstanding, August 31, 2021 4,433,412 $ 4.63 3.16 Granted - - - Forfeited - - - Exercised - - - Outstanding, December 31, 2021 4,433,412 $ 4.63 2.83 |
Schedule of stock option assumptions | Four months ended December 31, Year ended August 31, Year ended August 31, 2021 2021 2020 Expected term 6 - 6.25 years 5 years 5 years Expected average volatility 144 - 158 % 151 - 157 % 155 % Expected dividend yield - - - Risk-free interest rate 1.13 - 1.15 % 0.36 - 0.79 % 1.67 % |
Schedule of stock option activity | Options Outstanding Weighted Average Number of Options Weighted Average Exercise Price Remaining life (years) Outstanding, August 31, 2019 234,000 $ 3.88 9.78 Granted 74,000 2.48 10.00 Exercised - - - Forfeited/canceled (26,166 ) (3.31 ) (9.58 ) Outstanding, August 31, 2020 281,834 $ 3.57 8.90 Granted 2,755,100 2.28 10.00 Exercised - - - Forfeited/canceled (177,750 ) (2.57 ) (8.33 ) Outstanding, August 31, 2021 2,859,184 $ 2.39 9.27 Granted 2,149,800 0.63 10.00 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2021 5,008,984 $ 1.63 9.36 Exercisable options, December 31, 2021 342,350 $ 3.29 7.58 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 4 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of net deferred tax assets | December 31, August 31, August 31, 2021 2021 2020 NOL Carryover $ 3,689 $ 3,038 $ 1,798 Valuation allowance (3,689 ) (3,038 ) (1,798 ) Net deferred tax asset $ - $ - $ - |
LEASE (Tables)
LEASE (Tables) | 4 Months Ended |
Dec. 31, 2021 | |
LEASE | |
Schedule of right-of use asset and lease information | Total Year Ended December 31, 2022 33 2023 34 2024 24 Thereafter - 91 Less: Imputed interest (3 ) Operating lease liabilities 88 Operating lease liability - current 31 Operating lease liability - non-current $ 57 |
Schedule of future minimum lease payments | Four months ended December 31, Years ended August 31, 2021 2021 Lease costs: Operating lease cost $ 10 $ 7 Other information Cash paid for operating cash flows from operating leases $ 7 $ 2 Right-of-use assets obtained in exchange for new operating lease liability $ - $ 97 Weighted-average remaining lease term — operating leases (years) 2.67 3.00 Weighted-average discount rate — operating leases 3.00 % 3.00 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 4 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of fair value on measured on recurring basis | December 31, 2021 Level 1 Level 2 Level 3 Total Marketable securities Commercial paper $ - $ 10,486 $ - $ 10,486 Asset-backed securities - 1,165 - 1,165 Corporate debt securities - 300 - 300 - 11,951 - 11,951 Available-for sale securities US Treasury - 1,519 - 1,519 - 1,519 - 1,519 - 13,470 - 13,470 August 31, 2021 Level 1 Level 2 Level 3 Total Marketable securities Commercial paper $ - $ 2,724 $ - $ 2,724 Asset-backed securities - 409 - 409 Corporate debt securities - 303 - 303 - 3,436 - 3,436 |
Schedule of computation of diluted net loss per share | December 31, December 31, 2021 2020 Stock options 5,008,984 401,834 Warrants 4,433,412 12,454,937 9,442,396 12,856,771 August 31, 2021 August 31, 2020 Stock options 2,859,184 281,834 Warrants 4,433,412 2,334,937 7,292,596 2,616,771 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Narrative) $ in Thousands | 4 Months Ended |
Dec. 31, 2021USD ($) | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
Net loss | $ 4,035 |
Net proceeds from issuance initial public offering | $ 18,262 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2021 | Aug. 31, 2021 |
Marketable securities | $ 11,951,000 | |
Totals marketable securities | 13,470,000 | $ 3,436,000 |
Availableforsale Securities [Member] | ||
Marketable securities | 1,519,000 | |
Asset Backed Securities [Member] | ||
Marketable securities | 1,165,000 | 409,000 |
Corporate Debt Securities [Member] | ||
Marketable securities | 300,000 | |
U S Treasury Securities [Member] | ||
Marketable securities | 1,519,000 | |
Commercial Paper [Member] | ||
Marketable securities | 10,486,000 | 2,724,000 |
Fair Value Inputs Level2 [Member] | ||
Marketable securities | 11,951,000 | |
Totals marketable securities | 13,470,000 | 3,436,000 |
Fair Value Inputs Level2 [Member] | Availableforsale Securities [Member] | ||
Marketable securities | 1,519,000 | |
Fair Value Inputs Level2 [Member] | Asset Backed Securities [Member] | ||
Marketable securities | 1,165,000 | 409,000 |
Fair Value Inputs Level2 [Member] | Corporate Debt Securities [Member] | ||
Marketable securities | 300,000 | 303,000 |
Fair Value Inputs Level2 [Member] | U S Treasury Securities [Member] | Availableforsale Securities [Member] | ||
Marketable securities | 1,519,000 | |
Fair Value Inputs Level2 [Member] | Commercial Paper [Member] | ||
Marketable securities | 10,486,000 | 2,724,000 |
Fair Value Inputs Level3 [Member] | ||
Marketable securities | 0 | |
Totals marketable securities | 0 | 0 |
Fair Value Inputs Level3 [Member] | Availableforsale Securities [Member] | ||
Marketable securities | 0 | |
Fair Value Inputs Level3 [Member] | Asset Backed Securities [Member] | ||
Marketable securities | 0 | 0 |
Fair Value Inputs Level3 [Member] | Corporate Debt Securities [Member] | ||
Marketable securities | 0 | 0 |
Fair Value Inputs Level3 [Member] | U S Treasury Securities [Member] | Availableforsale Securities [Member] | ||
Marketable securities | 0 | |
Fair Value Inputs Level3 [Member] | Commercial Paper [Member] | ||
Marketable securities | 0 | 0 |
Fair Value Inputs Level1 [Member] | ||
Totals marketable securities | 0 | 0 |
Fair Value Inputs Level1 [Member] | Availableforsale Securities [Member] | ||
Marketable securities | 0 | |
Fair Value Inputs Level1 [Member] | Asset Backed Securities [Member] | ||
Marketable securities | 0 | 0 |
Fair Value Inputs Level1 [Member] | Corporate Debt Securities [Member] | ||
Marketable securities | 0 | 0 |
Fair Value Inputs Level1 [Member] | U S Treasury Securities [Member] | Availableforsale Securities [Member] | ||
Marketable securities | 0 | |
Fair Value Inputs Level1 [Member] | Commercial Paper [Member] | ||
Marketable securities | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares shares in Thousands | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Total | 9,442,396 | 12,856,771 | 7,292,596 | 2,616,771 |
Warrants [Member] | ||||
Warrents | 4,433,412 | 12,454,937 | 4,433,412 | 2,334,937 |
Stock Option [Member] | ||||
Warrents | 5,008,984 | 401,834 | 2,859,184 | 281,834 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 | |
Marketable Securities | $ 11,951 | $ 3,436 | $ 0 | ||
Stock based compensation | 934 | $ 70 | 1,531 | 381 | |
CashAndCashEquivalentsAtCarryingValue | 12,162 | $ 5,783 | 6,629 | 2,142 | $ 4,424 |
Federally insured limit amount | 250 | ||||
Amount in excess of FDIC insurance amount | 11,662 | ||||
U S Treasury Securities [Member] | |||||
Marketable Securities | $ 1,519 | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Professional services | $ 26,000 | |||
Outstanding balance | 5 | |||
Executive Vice President [Member] | ||||
Outstanding balance | 5 | $ 5 | $ 5 | |
Consulting services | 20,000 | $ 60,000 | $ 20,000 | $ 64,000 |
Director Of A Subsidiary [Member] | ||||
Professional services | 46,000 | |||
Outstanding balance | $ 11 |
EQUITY (Details)
EQUITY (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
EQUITY | |||
Number of shares Outstanding | 4,433,412,000 | 4,433,412,000 | 2,334,937,000 |
Number of warrant granted | 10,120,000,000 | 10,120,000 | |
Number of warrant exercised | (8,021,525) | ||
Weighted Average Exercise Price, Outstanding | $ 4.63 | $ 4.63 | $ 8.12 |
Weighted Average Exercise Price Granted | $ 0 | $ 750 | $ 0 |
Weighted Average Exercise Price Forfeited | 0 | 0 | 0 |
Weighted Average Exercise Price Exercised | $ 0 | $ (750) | $ 0 |
Weighted Average Life (years), Outstanding, Beginning | 4.14 | ||
Weighted Average Life (years), Granted | 0 | 5.00 | 0 |
Weighted Average Life (years), Forfeited | 0 | 0 | |
Weighted Average Life (years), Exercised | 0 | 4.68 | 0 |
Weighted Average Life (years), Outstanding, Ending | 2.83 | 3.16 | 3.30 |
EQUITY (Details 1)
EQUITY (Details 1) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Expected term | 5 years | 5 years | |
Expected volatility | 155.00% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk free interest rate | 1.67% | ||
Minimum [Member] | |||
Expected term | 6 years | ||
Expected volatility | 144.00% | 151.00% | |
Risk free interest rate | 1.13% | 0.36% | |
Maximum [Member] | |||
Expected term | 6 years 3 months | ||
Expected volatility | 158.00% | 157.00% | |
Risk free interest rate | 1.15% | 0.79% |
EQUITY (Details 2)
EQUITY (Details 2) - $ / shares | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 | |
EQUITY | ||||
Number of Options Outstanding | 5,008,984,000 | 2,859,184,000 | 281,834,000 | |
Number of shares granted during period | 2,149,800,000 | 2,755,100 | 74,000,000 | |
Number of Options Forfeited/canceled | (177,750,000) | (26,166,000) | ||
Number of Options Outstanding, Exercisable | 342,350,000 | |||
Weighted Average Exercise Price, Outstanding | $ 1.63 | $ 2.39 | $ 3.57 | $ 3.88 |
Weighted Average Exercise Price, Outstanding | 1.63 | 2.39 | 3.57 | |
Weighted Average Exercise Price, Granted | 0.63 | 2.28 | 2.48 | |
Weighted Average Exercise Price, Exercised | 0 | 0 | 0 | |
Weighted Average Exercise Price, Forfeited/canceled | 0 | $ (2.57) | $ (3.31) | |
Weighted Average Exercise Price, Exercisable | $ 3.29 | |||
Weighted Average Remaining Contractual life (in years), Beginning | 9.78 | |||
Weighted Average Remaining Contractual life (in years), Granted | 10.00 | 10.00 | 10.00 | |
Weighted Average Remaining Contractual life (in years), Forfeited/canceled | 0 | 8.33 | 9.58 | |
Weighted Average Remaining Contractual life (in years), Ending | 9.36 | 9.27 | 8.90 | |
Weighted Average Remaining Contractual life (in years), Exercisable options | 7.58 |
EQUITY (Detail Narrative)
EQUITY (Detail Narrative) | Feb. 15, 2022shares | Mar. 05, 2021$ / sharesshares | Feb. 12, 2021$ / sharesshares | Jun. 19, 2020shares | Dec. 06, 2019USD ($)$ / sharesshares | Dec. 02, 2019shares | Jul. 21, 2021$ / sharesshares | Nov. 30, 2020$ / sharesshares | Aug. 17, 2018shares | Dec. 31, 2021USD ($)integer$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 31, 2021USD ($)$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Feb. 18, 2022shares | Sep. 01, 2021shares | Dec. 03, 2020$ / sharesshares | Oct. 14, 2020shares | Oct. 10, 2020shares | Jan. 01, 2020$ / shares |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | 18,750,000,000 | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred stock, shares authorized | 6,250,000 | 6,250,000 | 6,250,000 | 6,250,000 | |||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||||||||||||||
Common shares issued for settlement of debt | $ | $ 100,000 | ||||||||||||||||||
Number of purchase common stock shares | integer | 10,120,000 | ||||||||||||||||||
Common stock shares issued during period | 17,774,310 | ||||||||||||||||||
Common stock, average price per share | $ / shares | $ 1.06 | ||||||||||||||||||
Proceeds from commission and fees | $ | $ 18,262 | ||||||||||||||||||
Number of shares issued under options | 425,000,000 | 375,000,000 | 748,738,000 | ||||||||||||||||
Options exercisable description | Options may be exercisable (“vest”) immediately or in increments based on time and/or performance criteria as determined by the administrator. The term of any option may not exceed 10 years (five years for any incentive stock option granted to a 10% stockholder), and unless otherwise determined by the administrator, each option must terminate no later than three months after the termination of the optionee’s employment (one year in the event of death or disability). Subject to a few minor exceptions, options may not be transferred other than by will or by the laws of descent and distribution. | ||||||||||||||||||
Number of warrant granted | 10,120,000,000 | 10,120,000 | |||||||||||||||||
Expiration date under plan | Aug. 17, 2028 | ||||||||||||||||||
Intrinsic value of the warrants | $ | $ 0 | $ 338 | $ 0 | ||||||||||||||||
Number of shares granted during period | 2,149,800,000 | 2,755,100 | 74,000,000 | ||||||||||||||||
Common shares issued for cash | $ | $ 18,262,000 | $ 6,578,000 | $ 8,103,000 | $ 1,978,000 | |||||||||||||||
Common stock, shares issued | 42,301,013 | 24,526,703 | 4,991,587 | ||||||||||||||||
Represents information of officer and director. | |||||||||||||||||||
Common shares issued for cash (in shares) | 45,834,000 | ||||||||||||||||||
Valuation [Member] | |||||||||||||||||||
Options Granted | 2,149,800 | 2,755,100 | 74,000 | ||||||||||||||||
Option Granted, Value | $ | $ 1,170 | $ 5,760 | $ 190 | ||||||||||||||||
Stock option expense | $ | 934 | 1,497 | 336 | ||||||||||||||||
Stock option expense, Related parties | $ | 811 | 1,340 | 289 | ||||||||||||||||
Stock option expense, Unamortized | $ | 4,489 | 4,263 | 409 | ||||||||||||||||
Stock option expense, Unamortized, Related parties | $ | $ 3,717 | $ 3,664 | $ 318 | ||||||||||||||||
Options Outstanding | 5,008,984 | 2,859,184 | 281,834 | ||||||||||||||||
Options Outstanding, intrinsic value | $ | $ 0 | $ 37 | $ 0 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Common shares issued for settlement of debt | $ | $ 11,000 | ||||||||||||||||||
Common stock shares issued during period | 7,373,000 | ||||||||||||||||||
Common shares issued for cash (in shares) | 1,564,188,000 | ||||||||||||||||||
Common shares issued for cash | $ | $ 1,978,000 | ||||||||||||||||||
Common stock, shares issued | 19,535,116 | ||||||||||||||||||
Expenses payable | $ | $ 6,579 | ||||||||||||||||||
Common stock , shares issued for exercise of warrants | 8,021,525 | ||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 6,016 | ||||||||||||||||||
Offering costs | $ | $ 96 | $ 1,923 | |||||||||||||||||
Common stock, shares issued during period | 1,393,591 | ||||||||||||||||||
Net proceeds | $ | $ 1,524 | ||||||||||||||||||
Average price | $ / shares | $ 1.20 | ||||||||||||||||||
Commission fee | $ | $ 51 | ||||||||||||||||||
Gross sales price per share of common stock percentage | 3.00% | 2.00% | |||||||||||||||||
Number of issuance of common shares | 1,644,221,000 | ||||||||||||||||||
Common shares issued for acquisition of license (in shares) | 61,297,000 | ||||||||||||||||||
Common shares issued for settlement of debt (in shares) | 11,363,000 | ||||||||||||||||||
Restricted Stock Awards [Member] | |||||||||||||||||||
Stock-based compensation expense | $ | $ 0 | $ 14 | $ 34 | $ 42 | |||||||||||||||
Director [Member] | |||||||||||||||||||
Common shares issued for cash | $ | $ 55,000 | ||||||||||||||||||
Reversed expense | $ | $ 2 | ||||||||||||||||||
Number of cancelled common shares | 6,250,000 | ||||||||||||||||||
Represents as a equity incentive plan. | Director [Member] | |||||||||||||||||||
Expiration date under plan | Dec. 6, 2029 | ||||||||||||||||||
Number of shares granted during period | 10,000,000 | 22,250,000 | |||||||||||||||||
Exercise price | $ / shares | $ 2.65 | ||||||||||||||||||
Stock option value | $ | $ 24 | ||||||||||||||||||
Information about equity incentive plan. | Director [Member] | |||||||||||||||||||
Expiration date under plan | Dec. 6, 2029 | ||||||||||||||||||
Number of shares granted during period | 40,000,000 | ||||||||||||||||||
Exercise price | $ / shares | $ 2.65 | ||||||||||||||||||
Stock option value | $ | $ 98 | ||||||||||||||||||
2018 Equity Incentive Plan | |||||||||||||||||||
Common stock reserved for future issuance | 2,000,000 | 2,115,051 | 3,674,097 | ||||||||||||||||
Common stock, shares available to be issued | 2,213,851 | 4,586,554 | |||||||||||||||||
Common stock, shares issuable | 7,222,835 | ||||||||||||||||||
2018 Equity Incentive Plan | Subsequent Event [Member] | |||||||||||||||||||
Shares returned to option pool | 257,652 | ||||||||||||||||||
Common stock reserved for future issuance | 2,115,051 | ||||||||||||||||||
Common stock, shares available to be issued | 4,586,554 | ||||||||||||||||||
2018 Equity Incentive Plan | Employees Directors And Consultants [Member] | |||||||||||||||||||
Options granted | 794,800 | ||||||||||||||||||
Options granted exercise price | $ / shares | $ 0.63 | ||||||||||||||||||
Options granted term | ten (10) years | ||||||||||||||||||
Options issued to non-employees vesting percentage | 33.00% | ||||||||||||||||||
Options issued to non-employees vesting period | 24-month | ||||||||||||||||||
Options issued to employees vesting period | 36-month | ||||||||||||||||||
2018 Equity Incentive Plan | Principal Executive Officer [Member] | |||||||||||||||||||
Options granted | 1,355,000 | ||||||||||||||||||
Options granted exercise price | $ / shares | $ 0.63 | ||||||||||||||||||
Options granted term | ten (10) years | ||||||||||||||||||
Options issued to non-employees vesting percentage | 25.00% | ||||||||||||||||||
Options issued to non-employees vesting period | 24-month | ||||||||||||||||||
Options issued to employees vesting period | 36-month | ||||||||||||||||||
Options granted in fiscal year 2021 [Member] | |||||||||||||||||||
Options issued to non-employees vesting percentage | 25.00% | 50.00% | |||||||||||||||||
Exercise price | $ / shares | $ 1.52 | $ 2.66 | $ 1 | $ 0.6035 | |||||||||||||||
Options granted to purchase shares of common stock | 575,100 | 834,500 | 70,000 | ||||||||||||||||
Options Granted | 120,000 | ||||||||||||||||||
Options grant description | The Company anticipates the compensation to be $15 to $20 per year for the first year and $20 to $30 for the second year and thereafter, subject to formal approval by the Board. | ||||||||||||||||||
Options granted in fiscal year 2021 [Member] | Options 2 [Member] | |||||||||||||||||||
Options issued to non-employees vesting percentage | 25.00% | ||||||||||||||||||
Exercise price | $ / shares | $ 2.66 | ||||||||||||||||||
Options granted to purchase shares of common stock | 420,000 | ||||||||||||||||||
Options granted in fiscal year 2021 [Member] | Options 1 [Member] | |||||||||||||||||||
Options issued to non-employees vesting percentage | 50.00% | ||||||||||||||||||
Exercise price | $ / shares | $ 1.52 | $ 2.66 | |||||||||||||||||
Options granted to purchase shares of common stock | 30,000 | 705,500 | |||||||||||||||||
Options forfeited in fiscal year 2021 [Member] | |||||||||||||||||||
Unvested stock options | 177,750 | ||||||||||||||||||
Vested stock options | 23,750 | ||||||||||||||||||
Underwriting Agreement [Member] | Ladenburg Thalmann [Member] | Over-Allotment Option [Member] | |||||||||||||||||||
Number of warrants sold | 1,320,000,000 | 1,320,000,000 | |||||||||||||||||
January 1, 2020 | Represents as a equity incentive plan. | |||||||||||||||||||
Expiration date under plan | Dec. 13, 2029 | ||||||||||||||||||
Number of shares granted during period | 24,000 | ||||||||||||||||||
Exercise price | $ / shares | $ 2.12 | ||||||||||||||||||
Stock option value | $ | $ 68 | ||||||||||||||||||
Common shares issued for cash (in shares) | 1,518,354,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 |
INCOME TAXES | |||
NOL Carryover | $ 3,689,000 | $ 3,038,000 | $ 1,798,000 |
Valuation allowance | 3,689,000 | 3,038,000 | 1,798,000 |
Net deferred tax asset | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Detail Narrative)
INCOME TAXES (Detail Narrative) $ in Thousands | Dec. 31, 2021USD ($) |
INCOME TAXES | |
Net operating losses carry forward | $ 17,566 |
INTANGIBLE ASSET (Detail Narrat
INTANGIBLE ASSET (Detail Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
INTANGIBLE ASSET | |||
Intangible asset | $ 2,039,000 | $ 2,039,000 | $ 2,039,000 |
Payments to acquire intangible assets | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 |
Number of common stock payable recorded | 61,297,000 | 61,297,000 | 61,297,000 |
Amount of stock options exercise to develop product | $ 539,000 |
LEASE (Details)
LEASE (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Lease costs | |||
Operating lease costs | $ 31,000 | $ 28,000 | $ 0 |
Cash paid for operating cash flows from operating leases | $ 57,000 | $ 67,000 | $ 0 |
Right-of use asset [Member] | |||
Lease costs | |||
Weighted-average remaining lease term - operating lease (year) | 2 years 8 months 1 day | 3 years | |
Operating lease costs | $ 10,000 | $ 7,000 | |
Cash paid for operating cash flows from operating leases | 7,000 | 2,000 | |
Right-of-use assets obtained in exchange for new operating lease liability | $ 0 | $ 97,000 | |
Weighted-average discount rate - operating lease | 3.00% | 3.00% |
LEASE (Details 1)
LEASE (Details 1) - USD ($) | Dec. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 |
Operating lease liabilities | $ 57,000 | $ 67,000 | $ 0 |
Operating lease liability - current | 31,000 | $ 28,000 | $ 0 |
Operating Lease Liability [Member] | |||
2022 | 33,000 | ||
2023 | 34,000 | ||
2024 | 24,000 | ||
Thereafter | 0 | ||
Total | 91,000 | ||
Less: Imputed interest | (3,000) | ||
Operating lease liabilities | 88,000 | ||
Operating lease liability - current | 31,000 | ||
Operating lease liability - non-current | $ 57,000 |