Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2018 | Feb. 18, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | BIOTRICITY INC. | |
Entity Central Index Key | 1,630,113 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 30,127,176 | |
Trading Symbol | BTCY | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 25,738 | $ 843,643 |
Accounts receivable, no allowance | 123,837 | |
Inventory, net | 126,092 | |
Harmonized sales tax recoverable | 55,862 | 35,737 |
Deposits and other receivables | 108,569 | 17,046 |
Total current assets | 440,098 | 896,426 |
Deposits and other receivables | 33,000 | 33,000 |
TOTAL ASSETS | 473,098 | 929,426 |
CURRENT LIABILITIES | ||
Bank indebtedness | 18,152 | |
Accounts payable and accrued liabilities [Note 4] | 1,305,677 | 756,179 |
TOTAL LIABILITIES | 1,323,829 | 756,179 |
STOCKHOLDERS' (DEFICIENCY) EQUITY | ||
Preferred stock, $0.001 par value, 10,000,000 authorized as at December 31, 2018 and March 31, 2018, respectively, 1 share issued and outstanding as at December 31, 2018 and March 31, 2018, respectively [Note 7] | 1 | 1 |
Common stock, $0.001 par value, 125,000,000 authorized as at December 31, 2018 and March 31, 2018, respectively. Issued and outstanding common shares: 29,534,343 as at December 31, 2018 and 23,713,602 as at March 31, 2018, respectively, and exchangeable shares of 4,868,464 and 8,143,937 outstanding as at December 31, 2018 and March 31, 2018, respectively [Note 7] | 34,403 | 31,858 |
Shares to be issued [Note 7] | 147,350 | 69,963 |
Additional paid-in-capital | 32,595,145 | 27,161,984 |
Accumulated other comprehensive loss | (410,695) | (643,129) |
Accumulated deficit | (33,216,935) | (26,447,430) |
Total stockholders' (deficiency) equity | (850,731) | 173,247 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY | 473,098 | 929,426 |
Commitments and contingencies [Note 9] | ||
Subsequent Events [Note 10] |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 29,534,343 | 23,713,602 |
Common stock, shares outstanding | 29,534,343 | 23,713,602 |
Common stock, exchangeable shares outstanding | 4,868,464 | 8,143,937 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||
REVENUE | $ 117,640 | $ 220,060 | ||
Cost of revenue | 27,504 | 84,422 | ||
NET REVENUE | 90,136 | 135,638 | ||
EXPENSES | ||||
General and administrative expenses [Notes 7, 8 and 9] | 1,861,113 | 1,717,666 | 6,015,942 | 3,825,602 |
Research and development expenses | 401,271 | 377,924 | 889,201 | 1,106,658 |
TOTAL OPERATING EXPENSES | 2,262,384 | 2,095,590 | 6,905,143 | 4,932,260 |
Accretion expense [Note 5] | 879,416 | |||
Change in fair value of derivative liabilities [Note 6] | (20,588) | |||
NET LOSS BEFORE INCOME TAXES | (2,172,248) | (2,095,590) | (6,769,505) | (5,832,264) |
Income taxes | ||||
NET LOSS | (2,172,248) | (2,095,590) | (6,769,505) | (5,832,264) |
Translation adjustment | 222,217 | (23,424) | 232,434 | (193,771) |
COMPREHENSIVE LOSS | $ (1,950,031) | $ (2,119,014) | $ (6,537,071) | $ (6,026,035) |
LOSS PER SHARE, BASIC AND DILUTED | $ (0.064) | $ (0.068) | $ (0.206) | $ (0.186) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 33,892,765 | 30,799,342 | 32,884,003 | 31,374,911 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | $ (2,172,248) | $ (2,095,590) | $ (6,769,505) | $ (5,832,264) | |
Adjustments to reconcile net loss to net cash used in operations | |||||
Stock based compensation | 1,100,686 | 646,970 | |||
Issuance of shares for services | 1,025,958 | 1,325,128 | |||
Issuance of warrants for services, at fair value | 376,136 | 272,630 | |||
Accretion expense | 879,416 | ||||
Change in fair value of derivative liabilities | 20,588 | ||||
Fair value of warrants issued | |||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (123,836) | ||||
Inventory | (126,092) | ||||
Harmonized sales tax recoverable | (20,125) | (27,052) | |||
Deposits and other receivables | (91,524) | (14,977) | |||
Accounts payable and accrued liabilities | 564,927 | (507,365) | |||
Net cash used in operating activities | (4,063,375) | (3,236,926) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Issuance of shares, net | 2,959,480 | 4,860,970 | |||
Proceeds from exercise of warrants | 50,835 | 428,311 | |||
Bank indebtedness | 18,723 | ||||
Net cash provided by financing activities | 3,029,038 | 5,289,281 | |||
Effect of foreign currency translation | 216,432 | 5,039 | |||
Net (decrease) increase in cash during the period | (1,034,337) | 2,052,355 | |||
Cash, beginning of period | 843,643 | 424,868 | $ 424,868 | ||
Cash, end of period | $ 25,738 | $ 2,482,262 | $ 25,738 | $ 2,482,262 | $ 843,643 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. NATURE OF OPERATIONS Biotricity Inc. (formerly MetaSolutions, Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (“iMedical”), a wholly-owned subsidiary of the Company, was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada. The Company, through its wholly-owned subsidiary iMedical, is engaged in research and development activities within the remote monitoring segment of preventative care. Our efforts to date have been devoted in building technology that enables access to this market through the development of a tangible product. On February 2, 2016, the Company entered into an exchange agreement with 1061806 BC LTD. (“Callco”), a British Columbia corporation and wholly owned subsidiary (incorporated on February 2, 2016), 1062024 B.C. LTD., a company existing under the laws of the Province of British Columbia (“Exchangeco”), iMedical, and the former shareholders of iMedical (the “Exchange Agreement”), whereby Exchangeco acquired 100% of the outstanding common shares of iMedical, taking into account certain shares pursuant to the Exchange Agreement. These subsidiaries were solely used for the issuance of exchangeable shares in the reverse takeover transaction and have no other transactions or balances. After giving effect to this transaction, the Company acquired all of iMedical’s assets and liabilities and commenced operations through iMedical. As a result of the Share Exchange, iMedical is a wholly-owned subsidiary of the Company. This transaction has been accounted for as a reverse merger. Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements for the periods prior to February 2, 2016 are those of iMedical and are recorded at the historical cost basis. After February 2, 2016, the Company’s consolidated financial statements include the assets and liabilities of both iMedical and the Company and the historical operations of both after that date as one entity. |
Basis of Presentation, Measurem
Basis of Presentation, Measurement and Consolidation | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Measurement and Consolidation | 2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with Biotricity’s audited financial statements for the years ended March 31, 2018 and 2017 and their accompanying notes. The accompanying unaudited condensed consolidated financial statements are expressed in United States dollars (“USD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the nine months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the year ending March 31, 2019. The Company’s fiscal year-end is March 31. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated. Liquidity and Basis of Presentation The Company is an emerging growth entity that is in the early stages of commercializing its first product and is concurrently in development mode, operating a research and development program in order to develop, obtain regulatory approval for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as at December 31, 2018, has an accumulated deficit of $33,216,935 and a working capital deficit of $883,731. During the nine months ended December 31, 2018, the Company launched its first commercial sales program, having already hired an experienced professional in-house sales team. Management anticipates the Company will improve its liquidity through continued business development and additional equity or debt capitalization. The Company has developed and continues to pursue sources of funding that management believes if successful would be sufficient to support the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for one year from the date these condensed consolidated financial statements are issued. As an example of this, the Company filed a shelf registration statement under which it conducted its first registered direct sale of shares during December 2017, which raised gross proceeds of $2,475,901. In June 2018, the Company conducted a further registered direct sale of shares which raised gross proceeds of $500,000. The investor, a private equity fund also entered into agreements with the Company to commit themselves to purchase up to $25 million in additional shares of the Company at the direction and sole discretion of the Company, subject to certain conditions (see Note 7 – Stockholders’ Equity (Deficiency) The Company’s operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise additional debt and equity financing, the planned repayment dates of outstanding operating liabilities, and the state of the general economic environment in which the Company operates. There can be no assurance that these assumptions will prove to be accurate in all material respects, or that the Company will be able to successfully execute its operating plan. In the absence of additional financing, the Company may have to modify its operating plan to slow down the pace for development and commercialization of its proposed products. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606. The Bioflux mobile cardiac telemetry device, a wearable device, is worn by patients for a monitoring period up to 30 days. The cardiac data that the device monitors and collects is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned with respect to this device are comprised of device sales revenues and technology fee revenues (software as a service). The device, together with its licensed software, is available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized. Inventory Inventory is stated at the lower of cost or net realizable value, cost being determined on a weighted average cost basis, and market being determined as the lower of cost or net realizable value. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: allowance for doubtful accounts, valuation of inventory, deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options and warrants, as well as assumptions used by management in its assessment of liquidity. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at December 31, 2018 and 2017. Cash Cash includes cash on hand and balances with banks. As at December 31, 2018, bank indebtedness represented outstanding cheques. Foreign Currency Translation The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the period. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Accounts Receivable Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 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 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, due to stockholders, accounts receivable, deposits and other receivables, convertible promissory notes, derivative liabilities, and accounts payable. The Company’s cash and derivative liabilities, which are carried at fair value, are classified as a Level 1 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Operating Leases The Company leases office space and certain office equipment under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved . Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. Convertible Notes Payable and Derivative Instruments The Company has adopted the provisions of ASU 2017-11, which addresses the accounting for (I) certain financial instruments with down round features and (II) replacement of the indefinite deferral for mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests with a scope exception. The main provisions of Part I of ASU 2017-11 “change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.” Under previous US GAAP, warrants with a down round feature are not being considered indexed to the entity’s own stock, which results in classification of the warrant as a derivative liability. Under ASU 2017-11, the down round feature qualifies for a scope exception from derivative treatment. ASU 2017-11 is effective for public companies as of December 15, 2018 and interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period, with adjustments reflected as of the beginning of the fiscal year. The Company has issued financial instruments with down round features. The Company opted to adopt ASU 2017-11 in its three-month interim period ended December 31, 2017, which is effective from April 1, 2017, with adjustments reflected in the accumulated deficit of stockholders’ deficiency as of April 1, 2017. Please refer to Note 6. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company’s financial statements. In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the consolidated financial statements, including potential early adoption. On April 1, 2018, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted this pronouncement on a modified retrospective basis. On January 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined financial position and/or results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance revises the accounting related to leases by requiring lessees to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions. This ASU is effective for annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company does not believe the guidance will have a material impact on its consolidated financial statements. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at December 31, 2018 As at March 31, 2018 $ $ Accounts payable 971,719 547,858 Accrued liabilities 333,958 208,321 1,305,677 756,179 Accounts payable as at December 31, 2018, and March 31, 2018 include $306,568 and $161,481, respectively, due to a shareholder and executive of the Company, primarily owing as a result of that individual’s capacity as an employee. These amounts are unsecured, non-interest bearing and payable on demand. |
Convertible Promissory Notes
Convertible Promissory Notes | 9 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 5. CONVERTIBLE PROMISSORY NOTES Prior to April 1, 2016, pursuant to a term sheet offering of up to $2,000,000, the Company issued convertible promissory notes to various accredited investors amounting to $1,368,978 in face value. These notes had a maturity date of 24 months and carried an annual interest rate of 11%. The note holders had the right to convert any outstanding and unpaid principal portion of the note, and accrued interest, into fully paid and non-assessable shares of common stock any time until the note was fully paid. The notes had a conversion price initially set at $1.78. Upon any future financings completed by the Company, the conversion price was to reset to 75% of the future financing pricing. These notes did not contain prepayment penalties upon redemption. These notes were secured by all of the present and after acquired property of the Company. However, the Company could force conversion of these notes, if during the term of the agreement, the Company completed a public listing and the common share price exceeded the conversion price for at least 20 consecutive trading days. At the closing of the notes, the Company paid cash (7%) and issued warrants (7% of the number of common shares into which the notes may be converted) to a broker. The broker received 3% in cash and warrants for those investors introduced by the Company. The warrants had a term of 24 months and a similar reset provision based on future financings. Pursuant to the conversion provisions, in August 2016, promissory notes in the aggregate face value of $1,368,978 were converted into 912,652 shares of common stock as detailed below. The fair value of the common shares was $2,907,912 and $1,538,934 was allocated to the related derivative liabilities (see note 6) and the balance to the carrying value of the notes. $ Accreted value of convertible promissory notes as at December 31, 2015 783,778 Face value of convertible promissory notes issued during March 2016 175,000 Discount recognized at issuance due to embedded derivatives (74,855 ) Accretion expense for three months March 31, 2016 73,572 Accreted value of convertible promissory notes as at March 31, 2016 957,495 Accretion expense - including loss on conversion of $88,530 411,483 Conversion of the notes transferred to equity (1,368,978 ) Accreted value of convertible promissory notes at December 31, 2018 and March 31, 2018 - In March 2016, the Company commenced a bridge offering of up to an aggregate of $2,500,000 of convertible promissory notes. Up to March 31, 2017, the Company issued, to various investors, a new series of convertible notes (“Bridge Notes”) in the aggregate face value of $2,455,000 (December 31, 2016 – $2,230,000). The Bridge Notes had a maturity date of 12 months from issuance and carried an annual interest rate of 10%. The Bridge Notes principal and all outstanding accrued interest were convertible into common stock based on the average of the lowest 3 trading days volume weighted average price over the last 10 trading days plus an embedded warrant at maturity. However, all the outstanding principal and accrued interest would convert into units/securities upon the consummation of a qualified financing, based upon the lesser of: (i) $1.65 per units/securities and (ii) the quotient obtained by dividing (x) the balance on the forced conversion date multiplied by 1.20 by (y) the actual price per unit/security in the qualified financing. Upon the maturity date of the notes, the Company also has an obligation to issue warrants exercisable into a number of shares of the Company securities equal to (i) in the case of a qualified financing, the number of shares issued upon conversion of the note and (ii) in all other cases, the number of shares of the Company’s common stock equal to the quotient obtained by dividing the outstanding balance by 2.00. In connection with the Bridge Notes offering, the accreted value of this offering was as follows as at March 31, 2017: As at March 31, 2017 $ Face value of Bridge Notes issued 2,455,000 Day one derivative loss recognized during the year 35,249 Discount recognized at issuance due to embedded derivatives (1,389,256 ) Cash financing costs (174,800 ) Accretion expense 630,797 Accreted value of Bridge Notes 1,556,990 On May 31, 2017, all Bridge Notes, having a face value of $2,436,406, were converted into Units of a private placement offering of the Company’s common stock: $ Accreted value of Bridge Note as of March 31, 2017 1,556,990 Accretion expense 879,416 Conversion of Bridge Notes transferred to equity (Note 7, c) (2,436,406 ) Face value of Bridge Notes as of December 31, 2018 and March 31, 2018 - The embedded conversion features and reset feature in the notes and broker warrants were initially accounted for as a derivative liability based on FASB guidance that was current at that time (see Note 6). |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 6. DERIVATIVE LIABILITIES The Accounting Pronouncements Balance Sheet Impacts Under ASU 2017-11 As of April 1, 2017 Accumulated Deficit $ 483,524 Derivative Liabilities (483,524 ) The impact on the unaudited June 30, 2017 Balance Sheet and Statement of Operations is as follows: Balance Sheet Impacts Under ASU 2017-11 As of June 30, 2017 Derivative Liabilities $ (4,074,312 ) Additional Paid in Capital 3,569,248 Accumulated Deficit 483,524 Income Statement Impacts Under ASU 2017-11 As of June 30, 2017 Reversal of change in fair value of derivative liabilities $ 21,540 In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase its common stock. In certain circumstances, these options or warrants have previously been classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. Previously, the Company’s derivative instrument liabilities were re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occurred. For options, warrants and bifurcated embedded derivative features that were accounted for as derivative instrument liabilities, the Company estimated fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. The details of derivative liabilities (pre and post adoption of ASU 2017-11) were as follows: Total $ Derivative liabilities as at March 31, 2017 2,163,884 Derivative fair value at issuance 3,569,249 Transferred to equity upon conversion of notes (Notes 5 and 7) (1,700,949 ) Change in fair value of derivatives 42,128 Derivative liabilities as at June 30, 2017 (pre-adoption) 4,074,312 Adjustments relating to adoption of ASU 2017-11 Reversal of fair value (21,540 ) Transferred to accumulated deficit (483,524 ) Transferred to additional paid-in-capital (3,569,248 ) Derivative liabilities as at December 31, 2018 and March 31, 2018 (post adoption) - The lattice methodology was used to value the derivative components, using the following assumptions: Assumptions Dividend yield 0.00 % Risk-free rate for term 0.62% – 1.14 % Volatility 103% – 118 % Remaining terms (Years) 0.01 – 1.0 Stock price ($ per share) $ 2.50 and $2.70 The projected annual volatility curve for valuation at issuance and period end was based on the comparable company’s annual volatility. The Company used market trade stock prices at issuance and period end date. |
Stockholders' Equity (Deficienc
Stockholders' Equity (Deficiency) | 9 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity (Deficiency) | 7. STOCKHOLDERS’ EQUITY (DEFICIENCY) a) Authorized stock As at December 31, 2018, the Company is authorized to issue 125,000,000 (March 31, 2018 – 125,000,000) shares of common stock ($0.001 par value) and 10,000,000 (March 31, 2018 – 10,000,000) shares of preferred stock ($0.001 par value). At December 31, 2018, there were 29,534,343 (March 31, 2018 – 23,713,602) shares of common stock issued and outstanding. Additionally, at December 31, 2018, there were 4,868,464 (March 31, 2018 – 8,143,937) outstanding exchangeable shares. There is currently one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement. b) Exchange Agreement As initially described in Note 1 above, on February 2, 2016: ● The Company issued approximately 1.197 shares of its common stock in exchange for each common share of iMedical held by the iMedical shareholders who in general terms, are not residents of Canada (for the purposes of the Income Tax Act (Canada). Accordingly, the Company issued 13,376,947 shares; ● Shareholders of iMedical who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) received approximately 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of iMedical held. Accordingly, the Company issued 9,123,031 Exchangeable Shares; ● Each outstanding option to purchase common shares in iMedical (whether vested or unvested) was exchanged, without any further action or consideration on the part of the holder of such option, for approximately 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1; ● Each outstanding warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each warrant, with an inverse adjustment to the exercise price of the warrants to reflect the exchange ratio of approximately 1.197:1 ● Each outstanding advisor warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each advisor warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1; and ● The outstanding 11% secured convertible promissory notes of iMedical were adjusted, in accordance with the adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of the Company at a 25% discount to purchase price per share in Biotricity’s next offering. Issuance of common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. During the nine months ended December 31, 2018, shareholders holding 3,275,478 exchangeable shares with voting rights and other attributes corresponding to the Company’s common stock (but with the additional right to cashlessly exchange on a one-for-one basis into common stock) retracted and exchanged their exchangeable shares for the corresponding number of shares of common stock. c) Share issuances Share issuances during the year ended March 31, 2018 During the year ended March 31, 2018, the Company sold to accredited investors a further total of 1,282,767 Units, (each Unit consisting of one share of common stock one-half of one warrant to purchase a share of common stock) for gross proceeds of $2,244,845 (net proceeds of $1,926,780). During the year ended March 31, 2018, prior to closing its private placement offering on or about July 31, 2017, the Company sold to accredited investors a further total of 263,188 Units for gross proceeds of $460,579 (net proceeds of $413,629). Cash issuance costs of $46,950 have been adjusted against additional paid in capital. In connection with this private placement, the Company also issued 21,055 broker warrants and 131,594 warrants to investors (refer to warrant issuances). During the year ended March 31, 2018, the Company completed a registered offering, which raised net proceeds of $2,520,561 million through the issuance of 450,164 common shares. Cash issuance costs of $320,355 relating to the above private placements have been adjusted against additional paid in capital. In connection with the above private placements and conversion of notes as detailed in Note 5, the Company issued broker warrants and warrants to investors having fair values of $385,635 and $3,183,614, respectively, which were initially classified as derivative liabilities with corresponding debit to additional paid in capital. The raising of a total of $3,000,000 in aggregate proceeds from the common share offering would qualify that offering as a Qualified Financing that would allow the Company, at its discretion, to convert the principal amount of the Bridge Notes (discussed in Note 5), along with accrued interest thereon, into units of the common share offering. Conversion would be based upon the price that is the lesser of: (i) $1.60 per share and (ii) the quotient obtained by dividing (x) the Outstanding Balance on the conversion date multiplied by 1.20 by (y) the actual price per share in the Qualified Financing. The notes and the warrants were further subject to a “most-favored nation” clause in the event the Company, prior to maturity of the notes, consummates a financing that is not a Qualified Financing. Upon completion of a Qualified Financing, in connection with the conversion of the Bridge Notes, the Company would also pay the Placement Agent up to 8% in cashless broker warrants with an exercise price of $3.00 and an expiry date of two years from the date of issuance. Based on achieving this milestone, on May 31, 2017, the Company converted Bridge Notes with the aggregate principal amount of $2,455,000 plus accrued interest thereon, into a further 1,823,020 Units of its common share offering (each of which corresponded to one share and half of one warrant). During the year ended March 31, 2018, the Company issued an aggregate of 527,941 shares of common stock and has recognized its obligation to issue a further 20,250 shares of common stock (see paragraph d, below), to various consultants. The fair value of these shares amounted to $1,908,481 were recognized as general and administrative and research and development expenses, as applicable, in the statement of operations, with a corresponding credit to additional paid-in-capital. During the year ended March 31, 2018, the Company also issued an aggregate of 252,798 shares of its common stock upon exercise of warrants and received $428,311 of exercise cash proceeds. In addition, during this year, the Company issued 58,795 shares of common stock to brokers who opted to perform cashless exercise of their 108,799 warrants. See paragraph e, below Share issuances during the nine months ended December 31, 2018 During the nine months ended December 31, 2018, the Company entered into an agreement with a private equity investment fund (the “Investor”) to establish a committed equity purchase facility, which allows the Company, at its sole option, subject to certain conditions, to direct the Investor to make multiple common share purchases that in aggregate can be up to $25 million (the “Aggregate Amount”) during the term of the facility, which will be up to 36 months. As part of the initial closing of this transaction, the Investor purchased 128,750 shares of common stock of the Company, at a price of $4,00 per share, for gross proceeds of $515,000 and paid the Investor $15,000 in issuance costs. As compensation for providing this equity purchase facility, the Company also issued to the Investor an additional 121,344 shares (representing a dollar value equal to 1.6% of the aggregate amount, or $400,000, at a price per share that was equal to the average of the closing sale prices of the common shares for the ten (10) consecutive business days prior to the closing date of the transaction). The size and purchase price for each future drawdown under this agreement is governed by the purchase facilities agreement and is predicated on trading volumes as well as the average trading and closing prices of the common stock on the day of drawdown and the prior ten (10) trading days, such that the purchase price is always fixed and know at the time the Company elects to sell shares to the Investor. During the nine months ended December 31, 2018, the Company sold a further 1,694,760 shares under this facility and raised aggregate gross proceeds of $2,524,480. During the nine months ended December 31, 2018, the Company issued an aggregate of 372,999 shares of common stock to various advisors, contractors and consultants, including 62,500 shares of common stock to non-executive directors of its Board as part of their annual compensation program. Not including 14,000 shares, that were accounted for as common shares to be issued in relation to issuance obligations as at March 31, 2018, the fair value of the remaining 358,999 shares amounted to $875,879 and has been expensed to general and administrative expenses in the condensed consolidated statement of operations, with a corresponding credit to additional paid-in-capital. During the nine months ended December 31, 2018, the Company issued 164,574 shares of common stock upon the exercise of options of its legacy 2015 equity incentive plan; during the same period the Company also issued 62,838 shares of its common stock upon exercise of warrants and received $50,835 of exercise cash proceeds. d) Shares to be issued Common stock to be issued of 211,666 shares ($147,350) is comprised of: ● 152,916 shares of common stock issued to consultants in connection with services rendered during the quarter with a fair value of $73,400 and 40,000 shares of common stock issued to non-executive directors of the Company with a fair value of $19,200; and ● 18,750 shares of common stock to be issued to a consultant, which represents an obligation recognized in prior periods, with a fair value of $54,750. The fair value of these shares was determined by using the market price of the common stock as at the date of issuance obligation. As disclosed in Note 10 to the interim condensed consolidated financial statements, 186,666 of the 211,666 shares were subsequently issued. e) Warrant issuances Warrant issuances during the year ended March 31, 2018 During December 2017, 112,798 broker warrants were exercised at exercises price of between $1.04 and $1.49, such that the Company received cash proceeds of $124,718. Also during December 2017, 140,000 consultant warrants were exercised at exercise prices between $2.00 and 2.58, for cash proceeds to the Company of $303,200. During March 2018, 108,799 broker warrants were exercised into 58,795 common shares through the cashless exercise. The holder may, in its sole discretion, exercise all or any part of this warrant in a “cashless” or “net-issue” (or cashless) exercise and receive a number of shares calculated by using the following formula: X = Y (A - B)/A with: X = the number of shares to be issued to the holder Y = the number of shares with respect to which the warrant is being exercised A = the fair value per share of common stock on the date of exercise of the warrant B = the then-current exercise price of the warrant. Warrant issuances during the nine months ended December 31, 2018 During the nine months ended December 31, 2018, the Company issued 508,333 warrants as compensation for advisor and consultant services, which were fair valued at $376,136 and expensed in general and administrative expenses, with a corresponding credit to additional paid in capital. Their fair value has been estimated using a multi-nomial lattice model with an expected life of 3 years, a risk free rate ranging from 2.13% to 2.81%, stock price of $0.48 to $4.15 and expected volatility of 97.8% to 138.27%. Warrant issuances, exercises and expirations or cancellations during the three months ended December 31, 2018 and preceding periods resulted in warrants outstanding at the end of those respective periods as follows: Broker Warrants Consultant Warrants Warrants Issued on Conversion of Convertible Notes Private Placement Warrants Total As at March 31, 2017 380,682 916,466 - 390,744 1,687,892 Less: Exercised (222,690 ) (140,000 ) - - (362,690 ) Less: Expired/cancelled (19,935 ) (380,300 ) - - (400,235 ) Add: Issued 246,095 273,806 2,734,530 772,978 4,027,409 As at March 31, 2018 384,152 669,972 * 2,734,530 1,163,722 4,952,376 Less: Exercised (62,838 ) - - - (62,838 ) Less: Expired/cancelled - (31,250 ) - - (31,250 ) Add: Issued - 65,000 - - 65,000 As at June 30, 2018 321,314 703,722 * 2,734,530 1,163,722 4,923,288 Less: Exercised - - - - - Less: Expired/cancelled - - - - Add: Issued - 393,333 - - 393,333 As at September 30 2018 321,314 1,097,055 * 2,734,530 1,163,722 5,316,621 Less: Exercised - - - - - Less: Expired/cancelled - (126,250 )** - - (126,250 ) Add: Issued - 50,000 - - 50,000 As at December 31, 2018 321,314 1,020,805 * 2,734,530 1,163,722 5,240,371 Exercise Price $ 0.78-$3.00 $ 0.48-$7.59 2.00 3.00 Expiration Date October 2019 to July 2022 February 2019 to September 2021 March 2020 to November 2022 April 2020 to July 2020 *Consultant Warrants as at December 31, 2018 include an aggregate of 238,806 warrants provided to an officer of the Company as compensation while he was not a member of any Company options plan. ** Subsequent to December 31, 2018, 84,166 consultant warrants expired unexercised. f) Warrant exercises During the nine months ended December 31, 2018, 62,838 warrants were exercised at an average exercise price of approximately $0.7839. The Company received $50,835 of cash proceeds. g) Stock-based compensation 2015 Equity Incentive Plan On March 30, 2015, iMedical approved its Directors, Officers and Employees Stock Option Plan, under which it authorized and issued 3,000,000 options. This plan was established to enable the iMedical to attract and retain the services of highly qualified and experience directors, officers, employees and consultants and to give such person an interest in the success of the Company. This is a legacy option plan established and utilized prior to the Company’s reorganization (see note 7b) Exchange Agreement The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) Granted 3,591,000 0.0001 Exercised (3,390,503 ) 0.0001 Outstanding as of December 31, 2015 200,497 0.0001 Cancelled during 2016 (35,907 ) 0.0001 Outstanding as of March 31, 2018 164,590 0.0001 Exercised (164,590 ) 0.0001 Outstanding as of December 31, 2018 - The fair value of options at the issuance date were determined at $2,257,953 which were fully expensed during the twelve months ended December 31, 2015 based on vesting period and were included in general and administrative expenses with corresponding credit to additional paid-in-capital. During the twelve months ended December 31, 2015, 3,390,503 (2,832,500 Pre-exchange Agreement) options were exercised by those employees who met the vesting conditions; 50% of the grants either vest immediately or at the time of U.S. Food and Drug Administration (FDA) filing date and 50% will vest upon Liquidity Trigger. Liquidity Trigger means the day on which the board of directors resolve in favor of i) the Company is able to raise a certain level of financing; ii) a reverse takeover transaction that results in the Company being a reporting issuer, and iii) initial public offering that results in the Company being a reporting issuer. 2016 Equity Incentive Plan On February 2, 2016, the Board of Directors of the Company approved 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards. The Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan shall be equal to 3,750,000 shares; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 15% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase. During July 2016, the Company granted an officer options to purchase an aggregate of 2,499,998 shares of common stock at an exercise price of $2.20 subject to a 3 year vesting period, with the fair value of the options being expensed over a 3 year period. Two additional employees were also granted 175,000 options to purchase shares of common stock at an exercise price of $2.24 with a 1 year vesting period, with the fair value of the options being expensed over a 1 year period. One additional employee was also granted 35,000 options to purchase shares of common stock at an exercise price of $2.24 with a 2 year vesting period, with the fair value of the options expensed over a 2 year period. During the year ended March 31, 2018, an additional 1,437,500 stock options were granted with a weighted average remaining contractual life from 2.76 to 9.51 years. During the nine months ended December 31, 2018, as part of their approved compensation, the Company granted its non-executive directors options to purchase an aggregate of 62,500 shares of common stock at an exercise price of $2.00, with an aggregate fair value of $31,959, subject to a 1-year vesting period. Six employees were also granted 95,000 options to purchase shares of common stock at exercise prices ranging from $1.40 to $1.84 per share, subject to a 3 year graded vesting period, with fair value of the options of $41,825 being expensed over that respective period. The Company also issued an additional 100,000 options, with a fair value of $81,688, to an employee to purchase shares of common stock at an exercise price of $1.75 with a 1-year vesting period, with the fair value of the options being expensed over a 1-year period. As of December 31, 2018, the cumulative grant-date fair value of the options granted under the Plan was $3,945,501 (December 31, 2017 - $2,439,493). The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) Granted 4,147,498 3.2306 Exercised - - Outstanding as of June 30 and March 31, 2018 4,147,498 3.2306 Granted 257,500 1.8000 Exercised - - Outstanding as of December 31, 2018 4,404,998 3.1470 During the three and nine months ended December 31, 2018, the Company recorded stock-based compensation of $372,523 and $1,100,686, respectively, in connection with the 2016 equity incentive plan (December 31, 2017 – $204,815 and $646,971, respectively) under general and administrative expenses with a corresponding credit to additional paid in capital. The fair value of each option granted is estimated at the time of grant using multi-nomial lattice model using the following assumptions: 2017-2018 2016-2017 2015-2016 Exercise price ($) 1.24-7.59 2.00 – 2.58 0.0001 Risk free interest rate (%) 1.98-2.81 0.45 - 1.47 0.04 - 1.07 Expected term (Years) 3.0 1.0 - 3.0 10.0 Expected volatility (%) 97.8-145.99 101 – 105 94 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 0.60 0.88 0.74 Expected forfeiture (attrition) rate (%) 0.00 0.00 – 5.00 5.00 - 20.00 |
Related Party Transactions and
Related Party Transactions and Balances | 9 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | 8. RELATED PARTY TRANSACTIONS AND BALANCES The Company’s transactions with related parties were carried out on normal commercial terms and in the course of the Company’s business. Other than those disclosed elsewhere in the financial statements, related party transactions are as follows: Three Months Ended December 31, 2018 Three Months Ended December 31, 2017 Nine Months Ended December 31, 2018 Nine Months Ended December 31, 2017 $ $ $ $ Salary and allowance* 180,333 165,052 544,106 435,156 Stock based compensation** 316,544 183,981 1,060,712 558,453 Total 496,877 349,033 1,604,818 993,609 The above expenses were recorded under general and administrative expenses. * Salary and allowance include salary, car allowance, vacation pay, bonus and other allowances paid or payable to key management of the Company. ** Stock based compensation represent the fair value of the options, warrants and equity incentive plan for directors and key management of the Company. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES On January 8, 2016, the Company entered into a 40-month lease agreement for its office premises in California, USA. The monthly rent from the date of commencement to the 12th month is $16,530, from the 13th to the 24th month is $17,026, from the 25th to the 36th month is $17,536, whereas the final 3 months is $18,062. There are no claims against the company that were assessed as significant, which were outstanding as at December 31, 2018 and, consequently, no provision for such has been recognized in the consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to February 19, 2019, the date the condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: On January 9, 2019, pursuant to two purchase agreements, the Company sold to two accredited investors a total of $400,000 in principal amount of notes. The notes are non- convertible, bear an interest rate of 10% per year and mature on January 9, 2020. During the period of January 1, 2019 through February 18, 2019, the Company issued an aggregate of 324,500 common shares under its common share finance facility with a private equity firm (the “Investor”). The size and purchase price for each drawdown is governed by the purchase facilities agreement and is predicated on trading volumes as well as the average trading and closing prices of the common stock on the day of drawdown and the prior ten (10) trading days, such that the purchase price is always fixed and known at the time the Company elects to sell shares to the Investor. On January 23, 2019, the Company issued 186,666 shares to partially satisfy its obligations to issue the shares that were classified as shares to be issued as at December 31, 2018. On February 18, 2019, the Company also a further issued 41,667 shares as compensation to an officer of the Company and 40,000 as compensation to a consultant. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606. The Bioflux mobile cardiac telemetry device, a wearable device, is worn by patients for a monitoring period up to 30 days. The cardiac data that the device monitors and collects is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned with respect to this device are comprised of device sales revenues and technology fee revenues (software as a service). The device, together with its licensed software, is available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, cost being determined on a weighted average cost basis, and market being determined as the lower of cost or net realizable value. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: allowance for doubtful accounts, valuation of inventory, deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options and warrants, as well as assumptions used by management in its assessment of liquidity. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at December 31, 2018 and 2017. |
Cash | Cash Cash includes cash on hand and balances with banks. As at December 31, 2018, bank indebtedness represented outstanding cheques. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the period. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 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 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, due to stockholders, accounts receivable, deposits and other receivables, convertible promissory notes, derivative liabilities, and accounts payable. The Company’s cash and derivative liabilities, which are carried at fair value, are classified as a Level 1 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
Operating Leases | Operating Leases The Company leases office space and certain office equipment under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. |
Research and Development | Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved . |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Convertible Notes Payable and Derivative Instruments | Convertible Notes Payable and Derivative Instruments The Company has adopted the provisions of ASU 2017-11, which addresses the accounting for (I) certain financial instruments with down round features and (II) replacement of the indefinite deferral for mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests with a scope exception. The main provisions of Part I of ASU 2017-11 “change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.” Under previous US GAAP, warrants with a down round feature are not being considered indexed to the entity’s own stock, which results in classification of the warrant as a derivative liability. Under ASU 2017-11, the down round feature qualifies for a scope exception from derivative treatment. ASU 2017-11 is effective for public companies as of December 15, 2018 and interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period, with adjustments reflected as of the beginning of the fiscal year. The Company has issued financial instruments with down round features. The Company opted to adopt ASU 2017-11 in its three-month interim period ended December 31, 2017, which is effective from April 1, 2017, with adjustments reflected in the accumulated deficit of stockholders’ deficiency as of April 1, 2017. Please refer to Note 6. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company’s financial statements. In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the consolidated financial statements, including potential early adoption. On April 1, 2018, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted this pronouncement on a modified retrospective basis. On January 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined financial position and/or results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance revises the accounting related to leases by requiring lessees to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions. This ASU is effective for annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company does not believe the guidance will have a material impact on its consolidated financial statements. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | As at December 31, 2018 As at March 31, 2018 $ $ Accounts payable 971,719 547,858 Accrued liabilities 333,958 208,321 1,305,677 756,179 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | $ Accreted value of convertible promissory notes as at December 31, 2015 783,778 Face value of convertible promissory notes issued during March 2016 175,000 Discount recognized at issuance due to embedded derivatives (74,855 ) Accretion expense for three months March 31, 2016 73,572 Accreted value of convertible promissory notes as at March 31, 2016 957,495 Accretion expense - including loss on conversion of $88,530 411,483 Conversion of the notes transferred to equity (1,368,978 ) Accreted value of convertible promissory notes at December 31, 2018 and March 31, 2018 - |
Schedule of Accreted Value of Bridge Notes | In connection with the Bridge Notes offering, the accreted value of this offering was as follows as at March 31, 2017: As at March 31, 2017 $ Face value of Bridge Notes issued 2,455,000 Day one derivative loss recognized during the year 35,249 Discount recognized at issuance due to embedded derivatives (1,389,256 ) Cash financing costs (174,800 ) Accretion expense 630,797 Accreted value of Bridge Notes 1,556,990 |
Schedule of Face value of Bridge Notes | $ Accreted value of Bridge Note as of March 31, 2017 1,556,990 Accretion expense 879,416 Conversion of Bridge Notes transferred to equity (Note 7, c) (2,436,406 ) Face value of Bridge Notes as of December 31, 2018 and March 31, 2018 - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Schedule of Impact on Derivatives Balance Sheet and Statement of Operations | Balance Sheet Impacts Under ASU 2017-11 As of April 1, 2017 Accumulated Deficit $ 483,524 Derivative Liabilities (483,524 ) The impact on the unaudited June 30, 2017 Balance Sheet and Statement of Operations is as follows: Balance Sheet Impacts Under ASU 2017-11 As of June 30, 2017 Derivative Liabilities $ (4,074,312 ) Additional Paid in Capital 3,569,248 Accumulated Deficit 483,524 Income Statement Impacts Under ASU 2017-11 As of June 30, 2017 Reversal of change in fair value of derivative liabilities $ 21,540 |
Schedule of Derivative Liabilities at Fair Value | The details of derivative liabilities (pre and post adoption of ASU 2017-11) were as follows: Total $ Derivative liabilities as at March 31, 2017 2,163,884 Derivative fair value at issuance 3,569,249 Transferred to equity upon conversion of notes (Notes 5 and 7) (1,700,949 ) Change in fair value of derivatives 42,128 Derivative liabilities as at June 30, 2017 (pre-adoption) 4,074,312 Adjustments relating to adoption of ASU 2017-11 Reversal of fair value (21,540 ) Transferred to accumulated deficit (483,524 ) Transferred to additional paid-in-capital (3,569,248 ) Derivative liabilities as at December 31, 2018 and March 31, 2018 (post adoption) - |
Schedule of Derivative Components Valuation Assumptions | The lattice methodology was used to value the derivative components, using the following assumptions: Assumptions Dividend yield 0.00 % Risk-free rate for term 0.62% – 1.14 % Volatility 103% – 118 % Remaining terms (Years) 0.01 – 1.0 Stock price ($ per share) $ 2.50 and $2.70 |
Stockholders' Equity (Deficie_2
Stockholders' Equity (Deficiency) (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Warrant issuances, exercises and expirations or cancellations during the three months ended December 31, 2018 and preceding periods resulted in warrants outstanding at the end of those respective periods as follows: Broker Warrants Consultant Warrants Warrants Issued on Conversion of Convertible Notes Private Placement Warrants Total As at March 31, 2017 380,682 916,466 - 390,744 1,687,892 Less: Exercised (222,690 ) (140,000 ) - - (362,690 ) Less: Expired/cancelled (19,935 ) (380,300 ) - - (400,235 ) Add: Issued 246,095 273,806 2,734,530 772,978 4,027,409 As at March 31, 2018 384,152 669,972 * 2,734,530 1,163,722 4,952,376 Less: Exercised (62,838 ) - - - (62,838 ) Less: Expired/cancelled - (31,250 ) - - (31,250 ) Add: Issued - 65,000 - - 65,000 As at June 30, 2018 321,314 703,722 * 2,734,530 1,163,722 4,923,288 Less: Exercised - - - - - Less: Expired/cancelled - - - - Add: Issued - 393,333 - - 393,333 As at September 30 2018 321,314 1,097,055 * 2,734,530 1,163,722 5,316,621 Less: Exercised - - - - - Less: Expired/cancelled - (126,250 )** - - (126,250 ) Add: Issued - 50,000 - - 50,000 As at December 31, 2018 321,314 1,020,805 * 2,734,530 1,163,722 5,240,371 Exercise Price $ 0.78-$3.00 $ 0.48-$7.59 2.00 3.00 Expiration Date October 2019 to July 2022 February 2019 to September 2021 March 2020 to November 2022 April 2020 to July 2020 *Consultant Warrants as at December 31, 2018 include an aggregate of 238,806 warrants provided to an officer of the Company as compensation while he was not a member of any Company options plan. ** Subsequent to December 31, 2018, 84,166 consultant warrants expired unexercised. |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each option granted is estimated at the time of grant using multi-nomial lattice model using the following assumptions: 2017-2018 2016-2017 2015-2016 Exercise price ($) 1.24-7.59 2.00 – 2.58 0.0001 Risk free interest rate (%) 1.98-2.81 0.45 - 1.47 0.04 - 1.07 Expected term (Years) 3.0 1.0 - 3.0 10.0 Expected volatility (%) 97.8-145.99 101 – 105 94 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 0.60 0.88 0.74 Expected forfeiture (attrition) rate (%) 0.00 0.00 – 5.00 5.00 - 20.00 |
2015 Equity Incentive Plan [Member] | |
Schedule of Stock Option Activities | The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) Granted 3,591,000 0.0001 Exercised (3,390,503 ) 0.0001 Outstanding as of December 31, 2015 200,497 0.0001 Cancelled during 2016 (35,907 ) 0.0001 Outstanding as of March 31, 2018 164,590 0.0001 Exercised (164,590 ) 0.0001 Outstanding as of December 31, 2018 - |
2016 Equity Incentive Plan [Member] | |
Schedule of Stock Option Activities | The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) Granted 4,147,498 3.2306 Exercised - - Outstanding as of June 30 and March 31, 2018 4,147,498 3.2306 Granted 257,500 1.8000 Exercised - - Outstanding as of December 31, 2018 4,404,998 3.1470 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company’s transactions with related parties were carried out on normal commercial terms and in the course of the Company’s business. Other than those disclosed elsewhere in the financial statements, related party transactions are as follows: Three Months Ended December 31, 2018 Three Months Ended December 31, 2017 Nine Months Ended December 31, 2018 Nine Months Ended December 31, 2017 $ $ $ $ Salary and allowance* 180,333 165,052 544,106 435,156 Stock based compensation** 316,544 183,981 1,060,712 558,453 Total 496,877 349,033 1,604,818 993,609 The above expenses were recorded under general and administrative expenses. * Salary and allowance include salary, car allowance, vacation pay, bonus and other allowances paid or payable to key management of the Company. ** Stock based compensation represent the fair value of the options, warrants and equity incentive plan for directors and key management of the Company. |
Nature of Operations (Details N
Nature of Operations (Details Narrative) | 9 Months Ended | |
Dec. 31, 2018 | Feb. 02, 2016 | |
Entity incorporation, state country name | Nevada | |
Entity incorporation, date of incorporation | Aug. 29, 2012 | |
Exchange Agreement [Member] | IMedical Innovations Inc [Member] | ||
Commmon shares acquisition percentage | 100.00% |
Basis of Presentation, Measur_2
Basis of Presentation, Measurement and Consolidation (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Apr. 02, 2017 | |
Accumulated deficit | $ (33,216,935) | $ (26,447,430) | $ 483,524 | $ 483,524 | ||
Working capital deficit | 883,731 | |||||
Proceeds from sale of shares | $ 500,000 | $ 2,475,901 | ||||
Investors [Member] | ||||||
Aggregate purchase price of common stock | $ 25,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Potentially dilutive shares outstanding |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 306,568 | $ 161,481 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 971,719 | $ 547,858 |
Accrued liabilities | 333,958 | 208,321 |
Accounts payable and accrued liabilities | $ 1,305,677 | $ 756,179 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) | May 31, 2017USD ($)shares | Aug. 31, 2016USD ($)shares | Mar. 31, 2016USD ($)Integer | Dec. 31, 2018USD ($)Integer$ / shares | Mar. 31, 2018USD ($)$ / shares | Mar. 31, 2018USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) | Apr. 02, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt conversion into shares, value | $ 2,436,406 | $ 2,436,406 | ||||||||
Derivative liabilities | $ 4,074,312 | $ 483,524 | ||||||||
Term Sheet Offering [Member] | ||||||||||
Proceeds from convertible notes payable | 2,000,000 | |||||||||
Debt face value | $ 1,368,978 | $ 1,368,978 | ||||||||
Debt instrument maturity date, description | 24 months | |||||||||
Debt interest rate | 11.00% | 11.00% | ||||||||
Conversion price per share | $ / shares | $ 1.78 | $ 1.78 | ||||||||
Conversion price percentage | 75.00% | |||||||||
Trading days | Integer | 20 | |||||||||
Debt conversion description | The Company paid cash (7%) and issued warrants (7% of the number of common shares into which the notes may be converted) to a broker. The broker received 3% in cash and warrants for those investors introduced by the Company. | |||||||||
Warrants term | 24 months | 24 months | ||||||||
Debt conversion into shares, value | $ 1,368,978 | $ 1,368,978 | $ 1,368,978 | |||||||
Debt conversion into shares | shares | 912,652 | |||||||||
Fair value of common stock | $ 2,907,912 | |||||||||
Derivative liabilities | $ 1,538,934 | |||||||||
Bridge Offering [Member] | ||||||||||
Proceeds from convertible notes payable | $ 2,500,000 | |||||||||
Debt face value | $ 2,455,000 | $ 2,230,000 | ||||||||
Debt instrument maturity date, description | 12 months | |||||||||
Debt interest rate | 10.00% | |||||||||
Trading days | Integer | 10 | |||||||||
Debt conversion description | The Bridge Notes principal and all outstanding accrued interest were convertible into common stock based on the average of the lowest 3 trading days volume weighted average price over the last 10 trading days plus an embedded warrant at maturity. However, all the outstanding principal and accrued interest would convert into units/securities upon the consummation of a qualified financing, based upon the lesser of: (i) $1.65 per units/securities and (ii) the quotient obtained by dividing (x) the balance on the forced conversion date multiplied by 1.20 by (y) the actual price per unit/security in the qualified financing. Upon the maturity date of the notes, the Company also has an obligation to issue warrants exercisable into a number of shares of the Company securities equal to (i) in the case of a qualified financing, the number of shares issued upon conversion of the note and (ii) in all other cases, the number of shares of the Company's common stock equal to the quotient obtained by dividing the outstanding balance by 2.00. | |||||||||
Debt conversion into shares, value | $ 2,436,406 | $ 2,436,406 | ||||||||
Bridge Notes [Member] | ||||||||||
Debt face value | $ 2,436,406 | |||||||||
Conversion price per share | $ / shares | $ 1.60 | $ 1.60 | ||||||||
Debt conversion into shares, value | $ 2,455,000 | |||||||||
Debt conversion into shares | shares | 1,823,020 |
Convertible Promissory Notes -
Convertible Promissory Notes - Schedule of Convertible Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | 33 Months Ended | |||
Aug. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | |
Accretion expense for three months March 31, 2016 | $ 879,416 | ||||||||
Conversion of the notes transferred to equity | (2,436,406) | $ (2,436,406) | |||||||
Term Sheet Offering [Member] | |||||||||
Accreted value of convertible promissory notes, beginning balance | $ 783,778 | $ 957,495 | $ 957,495 | ||||||
Face value of convertible promissory notes issued during March 2016 | 175,000 | ||||||||
Discount recognized at issuance due to embedded derivatives | (74,855) | ||||||||
Accretion expense for three months March 31, 2016 | 73,572 | ||||||||
Accretion expense - including loss on conversion of $88,530 | 411,483 | 411,483 | |||||||
Conversion of the notes transferred to equity | $ (1,368,978) | (1,368,978) | (1,368,978) | ||||||
Accreted value of convertible promissory notes, ending balance | $ 957,495 |
Convertible Promissory Notes _2
Convertible Promissory Notes - Schedule of Accreted Value of Bridge Notes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Accretion expense | $ 879,416 | |||||
Bridge Offering [Member] | ||||||
Face value of bridge notes issued | $ 2,455,000 | |||||
Day one derivative loss recognized during the year | 35,249 | |||||
Discount recognized at issuance due to embedded derivatives | (1,389,256) | |||||
Cash financing costs | (174,800) | |||||
Accretion expense | $ 879,416 | 630,797 | ||||
Accreted value of bridge notes | $ 1,556,990 | $ 1,556,990 | $ 1,556,990 |
Convertible Promissory Notes _3
Convertible Promissory Notes - Schedule of Face value of Bridge Notes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Accretion expense | $ 879,416 | |||||
Conversion of bridge notes transferred to equity (note 7, c) | (2,436,406) | $ (2,436,406) | ||||
Bridge Offering [Member] | ||||||
Accreted value of bridge note as of march 31, 2017 | 1,556,990 | 1,556,990 | $ 1,556,990 | |||
Accretion expense | 879,416 | $ 630,797 | ||||
Conversion of bridge notes transferred to equity (note 7, c) | (2,436,406) | (2,436,406) | ||||
Face value of bridge notes as of december 31, 2018 and march 31, 2018 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Apr. 02, 2017USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Cumulative effect of accumulated deficit | $ 483,524 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Impact on Derivatives Balance Sheet and Statement of Operations (Details) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Apr. 02, 2017 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Accumulated deficit | $ (33,216,935) | $ (26,447,430) | $ 483,524 | $ 483,524 |
Derivative liabilities | (4,074,312) | $ (483,524) | ||
Additional paid in capital | $ 32,595,145 | $ 27,161,984 | 3,569,248 | |
Reversal of change in fair value of derivative liabilities | $ 21,540 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2018 | Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative liabilities, balance beginning | $ 2,163,884 | $ 4,074,312 | |
Derivative fair value at issuance | 3,569,249 | ||
Transferred to equity upon conversion of notes (Notes 5 and 7) | (1,700,949) | ||
Change in fair value of derivatives | 42,128 | ||
Reversal of fair value | (21,540) | (21,540) | |
Transferred to accumulated deficit | (483,524) | (483,524) | |
Transferred to additional paid-in-capital | (3,569,248) | (3,569,248) | |
Derivative liabilities, balance ending | $ 4,074,312 |
Derivative Liabilities - Sche_3
Derivative Liabilities - Schedule of Derivative Components Valuation Assumptions (Details) - $ / shares | 9 Months Ended | |||
Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Stock price | $ 0.60 | $ 0.88 | $ 0.74 | |
Minimum [Member] | ||||
Stock price | $ 2.50 | |||
Maximum [Member] | ||||
Stock price | $ 2.70 | |||
Dividend Yield [Member] | ||||
Fair value assumptions, percentage | 0.00% | |||
Risk-Free Rate for Term [Member] | Minimum [Member] | ||||
Fair value assumptions, percentage | 0.62% | |||
Risk-Free Rate for Term [Member] | Maximum [Member] | ||||
Fair value assumptions, percentage | 1.14% | |||
Volatility [Member] | Minimum [Member] | ||||
Fair value assumptions, percentage | 103.00% | |||
Volatility [Member] | Maximum [Member] | ||||
Fair value assumptions, percentage | 118.00% | |||
Remaining Terms (Years) [Member] | Minimum [Member] | ||||
Fair value assumptions, remaining term (Years) | 4 days | |||
Remaining Terms (Years) [Member] | Maximum [Member] | ||||
Fair value assumptions, remaining term (Years) | 1 year |
Stockholders' Equity (Deficie_3
Stockholders' Equity (Deficiency) (Details Narrative) - USD ($) | May 31, 2017 | Feb. 02, 2016 | Feb. 02, 2016 | Mar. 30, 2015 | Dec. 31, 2017 | Jul. 31, 2016 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | |
Common stock, shares authorized | 125,000,000 | 125,000,000 | 125,000,000 | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares issued | 29,534,343 | 29,534,343 | 23,713,602 | ||||||||||||||
Common stock, shares outstanding | 29,534,343 | 29,534,343 | 23,713,602 | ||||||||||||||
Exchangeable shares outstanding | 4,868,464 | 4,868,464 | 8,143,937 | ||||||||||||||
Number of shares issued | 211,666 | ||||||||||||||||
Number of units sold | 1,694,760 | ||||||||||||||||
Proceeds from sale of units | $ 2,524,480 | ||||||||||||||||
Stock issuance costs | $ 320,355 | ||||||||||||||||
Proceeds from issuance of common stock | 2,959,480 | $ 4,860,970 | |||||||||||||||
Debt converted into shares, value | $ 2,436,406 | $ 2,436,406 | |||||||||||||||
Number of shares issuable | 14,000 | ||||||||||||||||
Proceeds from exercise of warrants | $ 50,835 | 428,311 | |||||||||||||||
Number of shares issuable, value | $ (147,350) | ||||||||||||||||
Number of warrants exercised | 62,838 | ||||||||||||||||
Warrants exercise price per share | $ 0.7839 | $ 0.7839 | |||||||||||||||
Expected life | 3 years | 10 years | |||||||||||||||
Stock price | $ 0.60 | $ 0.88 | $ 0.74 | ||||||||||||||
Expected volatility | 0.00% | 0.00% | 0.00% | ||||||||||||||
Number of options granted | 1,437,500 | ||||||||||||||||
Stock based compensation | $ 1,100,686 | 646,970 | |||||||||||||||
Minimum [Member] | |||||||||||||||||
Expected life | 1 year | ||||||||||||||||
Risk free rate | 1.98% | 0.45% | 0.04% | ||||||||||||||
Stock price | 2.50 | $ 2.50 | |||||||||||||||
Weighted average remaining contractual life | 2 years 9 months 3 days | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Expected life | 3 years | ||||||||||||||||
Risk free rate | 2.81% | 1.47% | 1.07% | ||||||||||||||
Stock price | 2.70 | $ 2.70 | |||||||||||||||
Weighted average remaining contractual life | 9 years 6 months 3 days | ||||||||||||||||
2015 Equity Incentive Plan [Member] | |||||||||||||||||
Exchange ratio | 1.1969:1 | ||||||||||||||||
Number of shares issued for exercise of warrants | 62,838 | ||||||||||||||||
Number of shares issued for exercise of options | 164,590 | 3,390,503 | 3,390,503 | ||||||||||||||
Number of options authorized to issue | 3,000,000 | ||||||||||||||||
Number of options vested | 164,590 | ||||||||||||||||
Number of options non-vested | 137,500 | 164,590 | |||||||||||||||
Options exercise price | $ 0.0001 | 0.0001 | $ 0.0001 | ||||||||||||||
Number of options cancelled | 35,907 | ||||||||||||||||
Fair value of options | $ 2,257,953 | ||||||||||||||||
Vesting description | Options were exercised by those employees who met the vesting conditions; 50% of the grants either vest immediately or at the time of U.S. Food and Drug Administration (FDA) filing date and 50% will vest upon Liquidity Trigger. Liquidity Trigger means the day on which the board of directors resolve in favor of i) the Company is able to raise a certain level of financing; ii) a reverse takeover transaction that results in the Company being a reporting issuer, and iii) initial public offering that results in the Company being a reporting issuer. | ||||||||||||||||
Number of options granted | 3,591,000 | ||||||||||||||||
Number of options granted, exercise price | $ 0.0001 | $ 0.0001 | |||||||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||||||
Number of shares issued for exercise of options | |||||||||||||||||
Number of options authorized to issue | 3,750,000 | 3,750,000 | |||||||||||||||
Options exercise price | $ 3.1470 | $ 3.2306 | $ 3.1470 | $ 3.2306 | |||||||||||||
Fair value of options | $ 3,945,501 | 2,439,493 | |||||||||||||||
Plan description | The maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 15% of the Company's outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase. | ||||||||||||||||
Number of options granted | 4,147,498 | 257,500 | 4,147,498 | ||||||||||||||
Number of options granted, exercise price | $ 3.2306 | $ 1.8000 | $ 3.2306 | ||||||||||||||
Stock based compensation | $ 372,523 | $ 204,815 | $ 1,100,686 | 646,971 | |||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||
Number of shares issued | 358,999 | ||||||||||||||||
Number of shares issued, value | $ 875,879 | ||||||||||||||||
Stock based compensation | [1],[2] | $ 316,544 | $ 183,981 | $ 1,060,712 | $ 558,453 | ||||||||||||
Accredited Investors [Member] | |||||||||||||||||
Number of units sold | 1,282,767 | ||||||||||||||||
Proceeds from sale of units | $ 2,244,845 | ||||||||||||||||
Net proceeds from sale of units | $ 1,926,780 | ||||||||||||||||
Accredited Investors [Member] | Private Placement [Member] | |||||||||||||||||
Number of units sold | 263,188 | ||||||||||||||||
Proceeds from sale of units | $ 460,579 | ||||||||||||||||
Net proceeds from sale of units | 413,629 | ||||||||||||||||
Stock issuance costs | $ 46,950 | ||||||||||||||||
Consultants [Member] | |||||||||||||||||
Number of shares issued | 527,941 | ||||||||||||||||
Number of shares issuable | 18,750 | 20,250 | |||||||||||||||
Number of shares issued, value | $ 1,908,481 | ||||||||||||||||
Number of shares issuable, value | $ 54,750 | ||||||||||||||||
Number of shares issued for services | 152,916 | ||||||||||||||||
Number of shares issued for services, value | $ 73,400 | ||||||||||||||||
Brokers [Member] | |||||||||||||||||
Number of shares issued | 58,795 | ||||||||||||||||
Cashless exercise of warrants | 108,799 | ||||||||||||||||
Investors [Member] | |||||||||||||||||
Number of shares issued | 128,750 | ||||||||||||||||
Stock issuance costs | $ 15,000 | ||||||||||||||||
Proceeds from issuance of common stock | 515,000 | ||||||||||||||||
Aggregate purchase price of common stock | $ 25,000,000 | ||||||||||||||||
Shares issued price per share | $ 4 | $ 4 | |||||||||||||||
Investors One [Member] | |||||||||||||||||
Number of shares issued | 121,344 | ||||||||||||||||
Number of shares issued, value | $ 400,000 | ||||||||||||||||
Advisors, Contractors and Consultants [Member] | |||||||||||||||||
Number of shares issued | 372,999 | ||||||||||||||||
Non-Executive Directors [Member] | |||||||||||||||||
Number of shares issued | 62,500 | ||||||||||||||||
Number of shares issued for services | 40,000 | ||||||||||||||||
Number of shares issued for services, value | $ 19,200 | ||||||||||||||||
Non-Executive Directors [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||||
Fair value of options | $ 31,959 | ||||||||||||||||
Number of options granted | 62,500 | ||||||||||||||||
Number of options granted, exercise price | $ 2 | ||||||||||||||||
Options vesting period | 1 year | ||||||||||||||||
Advisor and Consultant [Member] | |||||||||||||||||
Number of warrants issued | 508,333 | 508,333 | |||||||||||||||
Fair value of warrants | $ 376,136 | ||||||||||||||||
Officer [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||||
Number of options granted | 2,499,998 | ||||||||||||||||
Number of options granted, exercise price | $ 2.20 | ||||||||||||||||
Options vesting period | 3 years | ||||||||||||||||
Two Employees [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||||
Number of options granted | 175,000 | ||||||||||||||||
Number of options granted, exercise price | $ 2.24 | ||||||||||||||||
Options vesting period | 1 year | ||||||||||||||||
One Employee [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||||
Number of options granted | 35,000 | ||||||||||||||||
Number of options granted, exercise price | $ 2.24 | ||||||||||||||||
Options vesting period | 2 years | ||||||||||||||||
Six Employees [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||||
Fair value of options | $ 41,825 | ||||||||||||||||
Number of options granted | 95,000 | ||||||||||||||||
Options vesting period | 3 years | ||||||||||||||||
Six Employees [Member] | 2016 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||
Number of options granted, exercise price | $ 1.40 | ||||||||||||||||
Six Employees [Member] | 2016 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||
Number of options granted, exercise price | $ 1.84 | ||||||||||||||||
Employee [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||||
Fair value of options | $ 81,688 | ||||||||||||||||
Number of options granted | 100,000 | ||||||||||||||||
Number of options granted, exercise price | $ 1.75 | ||||||||||||||||
Options vesting period | 1 year | ||||||||||||||||
Bridge Notes [Member] | |||||||||||||||||
Debt conversion description | Conversion would be based upon the price that is the lesser of: (i) $1.60 per share and (ii) the quotient obtained by dividing (x) the Outstanding Balance on the conversion date multiplied by 1.20 by (y) the actual price per share in the Qualified Financing. The notes and the warrants were further subject to a "most-favored nation" clause in the event the Company, prior to maturity of the notes, consummates a financing that is not a Qualified Financing. Upon completion of a Qualified Financing, in connection with the conversion of the Bridge Notes, the Company would also pay the Placement Agent up to 8% in cashless broker warrants with an exercise price of $3.00 and an expiry date of two years from the date of issuance. | ||||||||||||||||
Conversion price per share | $ 1.60 | ||||||||||||||||
Debt converted into shares, value | $ 2,455,000 | ||||||||||||||||
Debt converted into shares | 1,823,020 | ||||||||||||||||
Bridge Notes [Member] | Common Share Offering [Member] | |||||||||||||||||
Proceeds from issuance of common stock | $ 3,000,000 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Fair value of warrants | $ 3,183,614 | ||||||||||||||||
Number of shares issued for exercise of warrants | 252,798 | ||||||||||||||||
Proceeds from exercise of warrants | $ 428,311 | ||||||||||||||||
Warrant [Member] | Accredited Investors [Member] | Private Placement [Member] | |||||||||||||||||
Number of warrants issued | 131,594 | ||||||||||||||||
Warrant [Member] | Advisor and Consultant [Member] | |||||||||||||||||
Expected life | 3 years | ||||||||||||||||
Warrant [Member] | Advisor and Consultant [Member] | Minimum [Member] | |||||||||||||||||
Risk free rate | 2.13% | ||||||||||||||||
Stock price | $ 0.48 | $ 0.48 | |||||||||||||||
Expected volatility | 97.80% | ||||||||||||||||
Warrant [Member] | Advisor and Consultant [Member] | Maximum [Member] | |||||||||||||||||
Risk free rate | 2.81% | ||||||||||||||||
Stock price | 4.15 | $ 4.15 | |||||||||||||||
Expected volatility | 138.27% | ||||||||||||||||
Broker Warrants [Member] | |||||||||||||||||
Fair value of warrants | $ 385,635 | ||||||||||||||||
Proceeds from exercise of warrants | $ 124,718 | ||||||||||||||||
Cashless exercise of warrants | 58,795 | ||||||||||||||||
Number of warrants exercised | 112,798 | 108,799 | |||||||||||||||
Broker Warrants [Member] | Minimum [Member] | |||||||||||||||||
Warrants exercise price per share | $ 1.04 | 0.78 | $ 1.04 | $ 0.78 | $ 1.04 | ||||||||||||
Broker Warrants [Member] | Maximum [Member] | |||||||||||||||||
Warrants exercise price per share | $ 1.49 | 3 | 1.49 | $ 3 | 1.49 | ||||||||||||
Broker Warrants [Member] | Accredited Investors [Member] | Private Placement [Member] | |||||||||||||||||
Number of warrants issued | 21,055 | ||||||||||||||||
Registered Offering [Member] | |||||||||||||||||
Number of shares issued | 450,164 | ||||||||||||||||
Proceeds from issuance of common stock | $ 2,520,561 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Number of shares issuable | 186,666 | ||||||||||||||||
Common Stock One [Member] | |||||||||||||||||
Number of shares issuable | 211,666 | ||||||||||||||||
Consultant Warrants [Member] | |||||||||||||||||
Proceeds from exercise of warrants | $ 303,200 | ||||||||||||||||
Number of warrants exercised | 140,000 | ||||||||||||||||
Consultant Warrants [Member] | Minimum [Member] | |||||||||||||||||
Warrants exercise price per share | $ 2 | 0.48 | 2 | $ 0.48 | 2 | ||||||||||||
Consultant Warrants [Member] | Maximum [Member] | |||||||||||||||||
Warrants exercise price per share | $ 2.58 | $ 7.59 | $ 2.58 | $ 7.59 | $ 2.58 | ||||||||||||
Exchange Agreement [Member] | IMedical Innovations Inc [Member] | |||||||||||||||||
Common stock exchange description | 1.197 shares of its common stock in exchange for each common share1.197 shares of its common stock in exchange for each common share | ||||||||||||||||
Number of shares issued | 13,376,947 | ||||||||||||||||
Exchange Agreement [Member] | IMedical Innovations Inc [Member] | 11% Secured Convertible Promissory Notes [Member] | |||||||||||||||||
Conversion description | The adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of the Company at a 25% discount to purchase price per share in Biotricity's next offering. | ||||||||||||||||
Exchange Agreement [Member] | IMedical Innovations Inc [Member] | Warrant [Member] | |||||||||||||||||
Common stock exchange description | 1.197 shares of the common stock of the Company for each warrant, with an inverse adjustment to the exercise price of the warrants to reflect the exchange ratio of approximately 1.197:1 | ||||||||||||||||
Exchange ratio | 1.197:1 | ||||||||||||||||
Exchange Agreement [Member] | IMedical Innovations Inc [Member] | Advisor Warrant [Member] | |||||||||||||||||
Common stock exchange description | The terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each advisor warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1 | ||||||||||||||||
Exchange ratio | 1.197:1 | ||||||||||||||||
Exchange Agreement [Member] | IMedical Innovations Inc [Member] | Options [Member] | |||||||||||||||||
Common stock exchange description | 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1 | ||||||||||||||||
Exchange ratio | 1.197:1 | ||||||||||||||||
Exchange Agreement [Member] | Exchangeco [Member] | |||||||||||||||||
Common stock exchange description | 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of iMedical held. 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of iMedical held. | Shareholders holding 3,275,478 exchangeable shares with voting rights and other attributes corresponding to the Company's common stock (but with the additional right to cashlessly exchange on a one-for-one basis into common stock) retracted and exchanged their exchangeable shares for the corresponding number of shares of common stock. | |||||||||||||||
Number of exchangeable shares issued | 9,123,031 | ||||||||||||||||
Pre-Exchange Agreement [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||||||||
Number of shares issued for exercise of options | 2,832,500 | ||||||||||||||||
[1] | Salary and allowance include salary, car allowance, vacation pay, bonus and other allowances paid or payable to key management of the Company. | ||||||||||||||||
[2] | Stock based compensation represent the fair value of the options, warrants and equity incentive plan for directors and key management of the Company. |
Stockholders' Equity (Deficie_4
Stockholders' Equity (Deficiency) - Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |||||
Warrants outstanding, Beginning balance | 5,316,621 | 4,923,288 | 4,952,376 | 1,687,892 | |||||
Warrants outstanding, Exercised | (62,838) | (362,690) | |||||||
Warrants outstanding, Expired/cancelled | (126,250) | (31,250) | (400,235) | ||||||
Warrants outstanding, Issued | 50,000 | 393,333 | 65,000 | 4,027,409 | |||||
Warrants outstanding, Ending balance | 5,240,371 | 5,316,621 | 4,923,288 | 4,952,376 | |||||
Exercise Price | $ 0.7839 | ||||||||
Broker Warrants [Member] | |||||||||
Warrants outstanding, Beginning balance | 321,314 | 321,314 | 384,152 | 380,682 | |||||
Warrants outstanding, Exercised | (62,838) | (222,690) | |||||||
Warrants outstanding, Expired/cancelled | (19,935) | ||||||||
Warrants outstanding, Issued | 246,095 | ||||||||
Warrants outstanding, Ending balance | 321,314 | 321,314 | 321,314 | 384,152 | |||||
Broker Warrants [Member] | Minimum [Member] | |||||||||
Exercise Price | $ 0.78 | $ 1.04 | |||||||
Expiration Date | Oct. 31, 2019 | ||||||||
Broker Warrants [Member] | Maximum [Member] | |||||||||
Exercise Price | $ 3 | 1.49 | |||||||
Expiration Date | Jul. 31, 2022 | ||||||||
Consultant Warrants [Member] | |||||||||
Warrants outstanding, Beginning balance | 1,097,055 | [1] | 703,722 | [1] | 669,972 | [1] | 916,466 | ||
Warrants outstanding, Exercised | (140,000) | ||||||||
Warrants outstanding, Expired/cancelled | (126,250) | [2] | (31,250) | (380,300) | |||||
Warrants outstanding, Issued | 50,000 | 393,333 | 65,000 | 273,806 | |||||
Warrants outstanding, Ending balance | [1] | 1,020,805 | 1,097,055 | 703,722 | 669,972 | ||||
Consultant Warrants [Member] | Minimum [Member] | |||||||||
Exercise Price | $ 0.48 | 2 | |||||||
Expiration Date | Feb. 28, 2019 | ||||||||
Consultant Warrants [Member] | Maximum [Member] | |||||||||
Exercise Price | $ 7.59 | $ 2.58 | |||||||
Expiration Date | Sep. 30, 2021 | ||||||||
Warrants Issued on Conversion of Convertible Notes [Member] | |||||||||
Warrants outstanding, Beginning balance | 2,734,530 | 2,734,530 | 2,734,530 | ||||||
Warrants outstanding, Exercised | |||||||||
Warrants outstanding, Expired/cancelled | |||||||||
Warrants outstanding, Issued | 2,734,530 | ||||||||
Warrants outstanding, Ending balance | 2,734,530 | 2,734,530 | 2,734,530 | 2,734,530 | |||||
Exercise Price | $ 2 | ||||||||
Warrants Issued on Conversion of Convertible Notes [Member] | Minimum [Member] | |||||||||
Expiration Date | Mar. 31, 2020 | ||||||||
Warrants Issued on Conversion of Convertible Notes [Member] | Maximum [Member] | |||||||||
Expiration Date | Nov. 30, 2022 | ||||||||
Private Placement Warrants [Member] | |||||||||
Warrants outstanding, Beginning balance | 1,163,722 | 1,163,722 | 1,163,722 | 390,744 | |||||
Warrants outstanding, Exercised | |||||||||
Warrants outstanding, Expired/cancelled | |||||||||
Warrants outstanding, Issued | 772,978 | ||||||||
Warrants outstanding, Ending balance | 1,163,722 | 1,163,722 | 1,163,722 | 1,163,722 | |||||
Exercise Price | $ 3 | ||||||||
Private Placement Warrants [Member] | Minimum [Member] | |||||||||
Expiration Date | Apr. 30, 2020 | ||||||||
Private Placement Warrants [Member] | Maximum [Member] | |||||||||
Expiration Date | Jul. 31, 2020 | ||||||||
[1] | Consultant Warrants as at December 31, 2018 include an aggregate of 238,806 warrants provided to an officer of the Company as compensation while he was not a member of any Company options plan. | ||||||||
[2] | Subsequent to December 31, 2018, 84,166 consultant warrants expired unexercised. |
Stockholders' Equity (Deficie_5
Stockholders' Equity (Deficiency) - Schedule of Stockholders' Equity Note, Warrants or Rights (Details) (Parenthetical) - Consultant Warrants [Member] | 9 Months Ended |
Dec. 31, 2018USD ($)shares | |
Officer compensation | $ | $ 238,806 |
Warrants expired unexercised | shares | 84,166 |
Stockholders' Equity (Deficie_6
Stockholders' Equity (Deficiency) - Schedule of Stock Option Activities (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2015 | Mar. 31, 2018 | Mar. 31, 2016 | Dec. 31, 2015 | |
Number of options outstanding, Granted | 1,437,500 | |||||
2015 Equity Incentive Plan [Member] | ||||||
Number of options outstanding, Beginning balance | 164,590 | 164,590 | ||||
Number of options outstanding, Granted | 3,591,000 | |||||
Number of options outstanding, Exercised | (164,590) | (3,390,503) | (3,390,503) | |||
Number of options outstanding, Cancelled | (35,907) | |||||
Number of options outstanding, Ending balance | 200,497 | 164,590 | 200,497 | |||
Weighted average exercise price, Granted | $ 0.0001 | $ 0.0001 | ||||
Weighted average exercise price, Exercised | 0.0001 | $ 0.0001 | ||||
Weighted average exercise price, Cancelled | $ 0.0001 | |||||
Weighted average exercise price, Ending balance | $ 0.0001 | |||||
2016 Equity Incentive Plan [Member] | ||||||
Number of options outstanding, Beginning balance | 4,147,498 | 4,147,498 | ||||
Number of options outstanding, Granted | 4,147,498 | 257,500 | 4,147,498 | |||
Number of options outstanding, Exercised | ||||||
Number of options outstanding, Ending balance | 4,147,498 | 4,404,998 | 4,147,498 | |||
Weighted average exercise price, Beginning balance | $ 3.2306 | $ 3.2306 | ||||
Weighted average exercise price, Granted | 3.2306 | 1.8000 | $ 3.2306 | |||
Weighted average exercise price, Exercised | ||||||
Weighted average exercise price, Ending balance | $ 3.2306 | $ 3.1470 | $ 3.2306 |
Stockholders' Equity (Deficie_7
Stockholders' Equity (Deficiency) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2018 | |
Exercise price | $ 0.0001 | |||
Expected term (Years) | 3 years | 10 years | ||
Expected volatility | 94.00% | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Fair value of option | $ 0.60 | $ 0.88 | $ 0.74 | |
Expected forfeiture (attrition) rate | 0.00% | |||
Minimum [Member] | ||||
Exercise price | $ 1.24 | $ 2 | ||
Risk free interest rate | 1.98% | 0.45% | 0.04% | |
Expected term (Years) | 1 year | |||
Expected volatility | 97.80% | 101.00% | ||
Fair value of option | $ 2.50 | |||
Expected forfeiture (attrition) rate | 0.00% | 5.00% | ||
Maximum [Member] | ||||
Exercise price | $ 7.59 | $ 2.58 | ||
Risk free interest rate | 2.81% | 1.47% | 1.07% | |
Expected term (Years) | 3 years | |||
Expected volatility | 145.99% | 105.00% | ||
Fair value of option | $ 2.70 | |||
Expected forfeiture (attrition) rate | 5.00% | 20.00% |
Related Party Transactions an_3
Related Party Transactions and Balances - Schedule of Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Stock based compensation | $ 1,100,686 | $ 646,970 | |||
General and Administrative Expense [Member] | |||||
Salary and allowance | [1] | $ 180,333 | $ 165,052 | 544,106 | 435,156 |
Stock based compensation | [1],[2] | 316,544 | 183,981 | 1,060,712 | 558,453 |
Total | $ 496,877 | $ 349,033 | $ 1,604,818 | $ 993,609 | |
[1] | Stock based compensation represent the fair value of the options, warrants and equity incentive plan for directors and key management of the Company. | ||||
[2] | Salary and allowance include salary, car allowance, vacation pay, bonus and other allowances paid or payable to key management of the Company. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Dec. 31, 2018USD ($) | |
Upto 12th Month [Member] | |
Monthly rent | $ 16,530 |
13th to 24th Month [Member] | |
Monthly rent | 17,026 |
25th to 36th Month [Member] | |
Monthly rent | 17,536 |
Final 3 Month [Member] | |
Monthly rent | $ 18,062 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 18, 2019 | Jan. 23, 2019 | Jan. 09, 2019 | Feb. 18, 2019 | Dec. 31, 2018 |
Number of shares issued | 211,666 | ||||
Number of shares issuable | 14,000 | ||||
Subsequent Event [Member] | |||||
Number of shares issued | 324,500 | ||||
Number of shares issuable | 186,666 | ||||
Subsequent Event [Member] | Officer [Member] | |||||
Number of share based compensation shares issued | 41,667 | ||||
Subsequent Event [Member] | Consultant [Member] | |||||
Number of share based compensation shares issued | 40,000 | ||||
Subsequent Event [Member] | Two Purchase Agreements [Member] | Two Accredited Investors [Member] | Non-Convertible Notes Payable [Member] | |||||
Notes, principal amount | $ 400,000 | ||||
Notes, interest rate | 10.00% | ||||
Notes, maturity date | Jan. 9, 2020 |