Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2019 | Feb. 13, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | BIOTRICITY INC. | |
Entity Central Index Key | 0001630113 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,593,769 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 4,353,762 | $ 63,647 |
Accounts receivable, net | 628,530 | 208,099 |
Inventory, net | 98,254 | 24,604 |
Harmonized sales tax recoverable | 72,421 | 59,925 |
Deposits and other receivables | 29,379 | 101,385 |
Total current assets | 5,182,346 | 457,660 |
NON-CURRENT ASSETS | ||
Deposits and other receivables | 33,000 | 33,000 |
Operating lease right-of-use asset [Note 9] | 314,060 | |
TOTAL ASSETS | 5,529,406 | 490,660 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities [Note 4] | 2,069,476 | 1,400,642 |
Convertible promissory notes and short-term loans [Note 5] | 4,261,810 | 867,699 |
Operating lease obligation, current [Note 9] | 206,287 | |
Total current liabilities | 6,537,573 | 2,268,341 |
NON-CURRENT LIABILITIES | ||
Derivative liabilities [Note 6] | 791,626 | |
Operating lease obligation, long term [Note 9] | 112,708 | |
TOTAL LIABILITIES | 7,441,907 | 2,268,341 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock value | 1 | 1 |
Common stock, $0.001 par value, 125,000,000 authorized as at December 31 and March 31, 2019, respectively. Issued and outstanding common shares: 32,410,330 and 31,048,571 as at December 31 and March 31, 2019, respectively, and exchangeable shares of 3,881,423 and 4,313,085 as at December 31 and March 31, 2019, respectively [Note 7] | 36,292 | 35,362 |
Shares to be issued (102,578 and 62,085 shares of common stock as at December 31 and March 31, 2019, respectively) [Note 7] | 64,312 | 91,498 |
Additional paid-in-capital | 40,547,471 | 33,889,916 |
Accumulated other comprehensive loss | (1,028,698) | (754,963) |
Accumulated deficit | (41,531,886) | (35,039,495) |
TOTAL STOCKHOLDERS' DEFICIENCY | (1,912,502) | (1,777,681) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 5,529,406 | 490,660 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock value | $ 6 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Mar. 31, 2019 |
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 | 32,410,330 | 31,048,571 |
Common stock, shares outstanding | 32,410,330 | 31,048,571 |
Common stock, exchangeable shares outstanding | 3,881,423 | 4,313,085 |
Common stock, shares to be issued | 102,578 | 62,085 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | |
Preferred stock, shares issued | 6,000 | |
Preferred stock, shares outstanding | 6,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
REVENUE | $ 381,899 | $ 117,640 | $ 1,054,805 | $ 220,060 |
Cost of revenue | 100,782 | 27,504 | 327,084 | 84,422 |
NET REVENUE | 281,117 | 90,136 | 727,721 | 135,638 |
EXPENSES | ||||
General and administrative expenses [Notes 7, 8 and 9] | 2,179,928 | 1,861,113 | 6,292,225 | 6,015,942 |
Research and development expenses | 447,639 | 401,271 | 879,661 | 889,201 |
TOTAL OPERATING EXPENSES | 2,627,567 | 2,262,384 | 7,171,886 | 6,905,143 |
Accretion expense [Note 5] | 26,058 | 26,058 | ||
Change in fair value of derivative liabilities [Note 6] | (1,503) | (1,503) | ||
NET LOSS BEFORE INCOME TAXES | (2,371,005) | (2,172,248) | (6,468,720) | (6,769,505) |
Income taxes | ||||
NET LOSS BEFORE DIVIDENDS | (2,371,005) | (2,172,248) | (6,468,719) | (6,769,505) |
Less: Preferred stock dividends (Note 7) | 23,671 | 23,671 | ||
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | (2,394,676) | (2,172,248) | (6,492,391) | (6,769,505) |
Translation adjustment | (234,820) | 222,217 | (273,735) | 232,434 |
COMPREHENSIVE LOSS | $ (2,629,496) | $ (1,950,031) | $ (6,766,126) | $ (6,537,071) |
LOSS PER SHARE, BASIC AND DILUTED | $ (0.066) | $ (0.064) | $ (0.181) | $ (0.206) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 36,176,520 | 33,892,765 | 35,826,398 | 32,884,003 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Preferred Stock [Member] | ||||||
Balance | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |
Balance, shares | 1 | 1 | 1 | 1 | 1 | |
Issuance of preferred stock [Note 7] | $ 6 | $ 6 | ||||
Issuance of preferred stock [Note 7], shares | 6,000 | 6,000 | ||||
Issuance of shares for private placement [Note 7] | ||||||
Issuance of shares for private placement [Note 7], shares | ||||||
Issuance of shares for services [Note 7] | ||||||
Issuance of shares for services [Note 7], shares | ||||||
Exercise of options for cash [Note 7] | ||||||
Exercise of options for cash [Note 7], shares | ||||||
Exercise of warrants for cash [Note 7] | ||||||
Exercise of warrants for cash [Note 7], shares | ||||||
Issuance of warrants for services [Note 7] | ||||||
Issuance of warrants pursuant to promissory notes [Notes 5 and 7] | ||||||
Stock based compensation - ESOP [Note 7] | ||||||
Cash issuance costs [Note 7] | ||||||
Translation adjustment | ||||||
Derivative liabilities adjustment | ||||||
Net loss for the period | ||||||
Balance | $ 7 | $ 1 | $ 1 | $ 7 | $ 1 | $ 1 |
Balance, shares | 6,001 | 1 | 1 | 6,001 | 1 | 1 |
Common Stock [Member] | ||||||
Balance | $ 36,092 | $ 33,331 | $ 35,362 | $ 31,858 | $ 31,858 | |
Balance, shares | 36,091,753 | 33,330,607 | 35,361,656 | 31,857,546 | 31,857,546 | |
Issuance of preferred stock [Note 7] | ||||||
Issuance of preferred stock [Note 7], shares | ||||||
Issuance of shares for private placement [Note 7] | $ 1,026 | $ 48 | $ 1,945 | |||
Issuance of shares for private placement [Note 7], shares | 1,025,534 | 47,585 | 1,944,853 | 641,329 | ||
Issuance of shares for services [Note 7] | $ 200 | $ 47 | $ 883 | $ 373 | ||
Issuance of shares for services [Note 7], shares | 200,000 | 46,666 | 882,512 | 372,996 | ||
Exercise of options for cash [Note 7] | $ 165 | |||||
Exercise of options for cash [Note 7], shares | 164,574 | |||||
Exercise of warrants for cash [Note 7] | $ 63 | |||||
Exercise of warrants for cash [Note 7], shares | 62,838 | |||||
Issuance of warrants for services [Note 7] | ||||||
Issuance of warrants pursuant to promissory notes [Notes 5 and 7] | ||||||
Stock based compensation - ESOP [Note 7] | ||||||
Cash issuance costs [Note 7] | ||||||
Translation adjustment | ||||||
Derivative liabilities adjustment | ||||||
Net loss for the period | ||||||
Balance | $ 36,292 | $ 34,403 | $ 33,331 | $ 36,292 | $ 34,403 | $ 35,362 |
Balance, shares | 36,291,753 | 34,402,807 | 33,330,607 | 36,291,753 | 34,402,807 | 35,361,656 |
Shares to be Issued [Member] | ||||||
Balance | $ 3,625 | $ 80,216 | $ 91,497 | $ 69,963 | $ 69,963 | |
Balance, shares | 6,250 | 32,083 | 62,085 | 20,250 | 20,250 | |
Issuance of preferred stock [Note 7] | ||||||
Issuance of preferred stock [Note 7], shares | ||||||
Issuance of shares for private placement [Note 7] | ||||||
Issuance of shares for private placement [Note 7], shares | ||||||
Issuance of shares for services [Note 7] | $ 60,687 | $ 67,134 | $ (27,186) | $ 77,387 | ||
Issuance of shares for services [Note 7], shares | 96,328 | 179,583 | 40,493 | 191,416 | ||
Exercise of options for cash [Note 7] | ||||||
Exercise of options for cash [Note 7], shares | ||||||
Exercise of warrants for cash [Note 7] | ||||||
Issuance of warrants for services [Note 7] | ||||||
Issuance of warrants pursuant to promissory notes [Notes 5 and 7] | ||||||
Stock based compensation - ESOP [Note 7] | ||||||
Cash issuance costs [Note 7] | ||||||
Translation adjustment | ||||||
Derivative liabilities adjustment | ||||||
Net loss for the period | ||||||
Balance | $ 64,312 | $ 147,350 | $ 80,216 | $ 64,312 | $ 147,350 | $ 91,497 |
Balance, shares | 102,578 | 211,666 | 32,083 | 102,578 | 211,666 | 62,085 |
Additional paid in capital [Member] | ||||||
Balance | $ 34,993,295 | $ 30,935,575 | $ 33,889,917 | $ 27,161,985 | $ 27,161,985 | |
Issuance of preferred stock [Note 7] | 5,999,994 | 5,999,994 | ||||
Issuance of shares for private placement [Note 7] | 1,218,511 | 28,518 | 3,037,535 | |||
Issuance of shares for services [Note 7] | 97,800 | 60,752 | 579,151 | 948,197 | ||
Exercise of options for cash [Note 7] | (165) | |||||
Exercise of warrants for cash [Note 7] | 50,772 | |||||
Issuance of warrants for services [Note 7] | 25,752 | 7,784 | 125,376 | 376,136 | ||
Issuance of warrants pursuant to promissory notes [Notes 5 and 7] | 68,057 | 68,057 | ||||
Stock based compensation - ESOP [Note 7] | 155,702 | 372,523 | 649,587 | 1,100,685 | ||
Cash issuance costs [Note 7] | (80,000) | |||||
Translation adjustment | ||||||
Derivative liabilities adjustment | (793,129) | (793,129) | ||||
Net loss for the period | ||||||
Balance | 40,547,471 | 32,595,145 | $ 30,935,575 | 40,547,471 | 32,595,145 | 33,889,917 |
Accumulated Other Comprehensive (Loss) Income [Member] | ||||||
Balance | (793,878) | (632,912) | (754,963) | (643,129) | (643,129) | |
Issuance of preferred stock [Note 7] | ||||||
Issuance of shares for private placement [Note 7] | ||||||
Issuance of shares for services [Note 7] | ||||||
Exercise of options for cash [Note 7] | ||||||
Exercise of warrants for cash [Note 7] | ||||||
Issuance of warrants for services [Note 7] | ||||||
Issuance of warrants pursuant to promissory notes [Notes 5 and 7] | ||||||
Stock based compensation - ESOP [Note 7] | ||||||
Cash issuance costs [Note 7] | ||||||
Translation adjustment | (234,820) | 222,216 | (273,735) | 232,433 | ||
Derivative liabilities adjustment | ||||||
Net loss for the period | ||||||
Balance | (1,028,698) | (410,696) | (632,912) | (1,028,698) | (410,696) | (754,963) |
Accumulated deficit [Member] | ||||||
Balance | (39,137,210) | (31,044,687) | (35,039,496) | (26,447,430) | (26,447,430) | |
Issuance of preferred stock [Note 7] | ||||||
Issuance of shares for private placement [Note 7] | ||||||
Issuance of shares for services [Note 7] | ||||||
Exercise of options for cash [Note 7] | ||||||
Exercise of warrants for cash [Note 7] | ||||||
Issuance of warrants for services [Note 7] | ||||||
Issuance of warrants pursuant to promissory notes [Notes 5 and 7] | ||||||
Stock based compensation - ESOP [Note 7] | ||||||
Cash issuance costs [Note 7] | ||||||
Translation adjustment | ||||||
Derivative liabilities adjustment | ||||||
Net loss for the period | (2,394,676) | (2,172,248) | (6,492,391) | (6,769,505) | ||
Balance | (41,531,886) | (33,216,935) | (31,044,687) | (41,531,886) | (33,216,935) | (35,039,496) |
Balance | (4,898,075) | (628,476) | (1,777,681) | 173,247 | 173,247 | |
Issuance of preferred stock [Note 7] | 6,000,000 | 6,000,000 | ||||
Issuance of shares for private placement [Note 7] | 1,219,537 | 28,566 | 3,039,480 | |||
Issuance of shares for services [Note 7] | 158,687 | 127,933 | 552,848 | 1,025,957 | ||
Exercise of options for cash [Note 7] | ||||||
Exercise of warrants for cash [Note 7] | 50,835 | |||||
Issuance of warrants for services [Note 7] | 25,752 | 7,784 | 125,376 | 376,136 | ||
Issuance of warrants pursuant to promissory notes [Notes 5 and 7] | 68,057 | 68,057 | ||||
Stock based compensation - ESOP [Note 7] | 155,702 | 372,523 | 649,587 | 1,100,685 | ||
Cash issuance costs [Note 7] | (80,000) | |||||
Translation adjustment | (234,820) | 222,216 | 222,217 | (273,735) | 232,434 | |
Derivative liabilities adjustment | (793,129) | (793,129) | ||||
Net loss for the period | (2,394,676) | (2,172,248) | (2,172,248) | (6,492,391) | (6,769,505) | |
Balance | $ (1,912,502) | $ (850,731) | $ (628,476) | $ (1,912,502) | $ (850,731) | $ (1,777,681) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | $ (2,394,676) | $ (2,172,248) | $ (6,492,391) | $ (6,769,505) | |
Adjustments to reconcile net loss to net cash used in operations | |||||
Stock based compensation | 649,587 | 1,100,686 | |||
Issuance of shares for services | 552,848 | 1,025,958 | |||
Issuance of warrants for services, at fair value | 125,376 | 376,136 | |||
Accretion expense | 26,058 | 26,058 | |||
Change in fair value of derivative liabilities | (1,503) | ||||
Preferred stock dividends | 23,671 | 23,671 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (420,431) | (123,836) | |||
Inventory | (73,651) | (126,092) | |||
Harmonized sales tax recoverable | (10,545) | (20,125) | |||
Deposits and other receivables | 72,006 | (91,524) | |||
Accounts payable and accrued liabilities | 639,079 | 564,927 | |||
Net cash used in operating activities | (4,909,896) | (4,063,375) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Issuance of common shares, net | 28,565 | 2,959,480 | |||
Issuance of preferred shares, net | 6,000,000 | ||||
Proceeds from exercise of warrants | 50,835 | ||||
Issuance of convertible promissory notes and short-term loans | 3,436,110 | ||||
Bank indebtedness | 18,723 | ||||
Net cash provided by financing activities | 9,464,675 | 3,029,038 | |||
Effect of foreign currency translation | (264,664) | 216,432 | |||
Net increase (decrease) in cash during the period | 4,554,779 | (1,034,337) | |||
Cash, beginning of period | 63,647 | 843,643 | $ 843,643 | ||
Cash, end of period | $ 4,353,762 | $ 25,738 | 4,353,762 | 25,738 | $ 63,647 |
Supplementary Cash Flow Information | |||||
Interest paid | 335,752 | 4,854 | |||
Taxes paid |
Nature of Operations
Nature of Operations | 9 Months Ended |
Dec. 31, 2019 | |
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. The Company is engaged in research and development activities within the remote monitoring segment of preventative care. The Company is focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, the Company’s 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 Innovations, Inc. (“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 as further explained in Note 7 to the unaudited condensed consolidated financial statements. 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 iMedical’s assets and liabilities and commenced operations through iMedical. As a result of the share exchange, iMedical became 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. iMedical was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada. |
Basis of Presentation, Measurem
Basis of Presentation, Measurement and Consolidation | 9 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 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, 2019 are not necessarily indicative of the results that may be expected for the year ending March 31, 2020. 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 commercializing its first product, while concurrently in development mode; it is 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, 2019, has an accumulated deficit of $41,531,886 and a working capital deficiency of $1,355,227. During the year ended March 31, 2019, the Company launched its first commercial sales program, using an experienced professional in-house sales team. The Company has developed and continues to pursue sources of funding that management believes, if successful, will be sufficient in supporting 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 unaudited condensed consolidated financial statements are issued. As an example of this, pursuant to previously disclosed plans, the Company issued $6 million in preferred stock during the three months ended December 31, 2019. The Company has also issued promissory note and other net short-term funding, $4,261,810 of which was outstanding as at December 31, 2019 (Note 7). Since commencing commercialization of its first product, the Company has also demonstrated in each successive reporting period that the technology fee revenues earned through commercialization of this product recur and grow, on the basis of continued and growing market penetration of its sales, and growing and recurring utilization of its technology services. 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 financing 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 appropriate financing, the Company may have to modify its operating plan or slow down the pace of development and commercialization of its proposed products. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the unaudited 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 deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options, and assumptions used in the going concern assessment. 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, 2019 and 2018. 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, accounts receivable, deposits and other receivables, convertible promissory notes and short-term loans, accounts payable, accrued liabilities, and derivative liabilities. The Company’s cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 2, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Leases On April 1, 2019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner like previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The Company determines the lease term by agreement with lessor. As our lease does not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 9 for further discussion. 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 has completed the assessment and there is no significant impact on the consolidated financial statements. On April 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 July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), which addressed 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 September 30, 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. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in this Update should be applied using a retrospective transition method to each period presented. Management does not expect to have a significant impact of this ASU on the Company’s unaudited interim condensed consolidated financial statements. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at As at Accounts payable 1,245,940 878,453 Accrued liabilities 823,536 522,189 2,069,476 1,400,642 Accounts payable as at December 31, 2019, and March 31, 2019 include 203,719 and 277,278, respectively, due to a shareholder and executive of the Company, primarily as a result of that individual’s role 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, 2019 | |
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 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 promissory notes existing at that time, 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 earlier convertible promissory notes at December 31 and March 31, 2019 - 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, 2019 and March 31, 2019 - 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). During the nine months ended December 31, 2019, the Company borrowed $2,231,652, in promissory notes from certain of its accredited investors, in addition to $867,699 borrowed during the fiscal year ended March 31, 2019. These notes are generally for a 1-year term at interest rates of between 10%, and 12% with allowance for the Company to repay early, and the possibility to convert into equity on the basis of mutual consent. Management has evaluated the terms of these notes in accordance with the guidance provided by ASC 470 and ASC 815 and concluded that there is no derivative or beneficial conversion feature attached to these notes. Pursuant to certain promissory notes issuance, warrants to purchase the Company’s shares of common stock were granted, and the Company has determined the fair value of those warrants and bifurcated $68,057 from the proceeds received during the nine months ended December 31, 2019 with a credit to additional paid-in capital. (Note 7). For the nine months ended December 31, 2019, accretion of interest in the amount of $26,058 was charged to the statement of operations. On December 31, 2019, the Company has also borrowed $1,204,458 from certain of its investors on a short-term basis pending issuance of additional convertible promissory notes, doing so at interest rates between zero and 10%. General and administrative expenses include interest expense on the above notes of $113,781 and $211,963, respectively, for the three and nine months ended December 31, 2019 (nil for the corresponding periods of 2018). |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Dec. 31, 2019 | |
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 March 31, 2019 (post ASU 2017-11 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. As explained in Note 7, during the three months ended December 31, 2019, pursuant to issuance of shares of its Series A preferred stock, the Company analyzed the compound features of variable conversion and redemption embedded in this instrument, for potential derivative accounting treatment on the basis of ASC 820–10–35–37 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities) and Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity instrument and treated as a derivative liability, to be measured at fair value. Total $ Derivative liabilities as at issuance of Series A preferred stock 793,129 Change in fair value of derivatives (1,053 ) Derivative liabilities as at December 31, 2019 791,626 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 118.8% – 120.0 % Remaining terms (Years) 0.01 – 1.0 Stock price ($ per share) $ 0.6301 to $0.745 |
Stockholders' Deficiency
Stockholders' Deficiency | 9 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficiency | 7. STOCKHOLDERS’ DEFICIENCY a) Authorized stock As at December 31, 2019, the Company is authorized to issue 125,000,000 (March 31, 2019 – 125,000,000) shares of common stock ($0.001 par value), and 10,000,000 (March 31, 2019 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31, 2019 – nil) are designated shares of Series A preferred stock ($0.001 par value). At December 31, 2019, there were 32,410,330 (March 31, 2019 – 31,048,571) shares of common stock issued and outstanding. Additionally, at December 31, 2019, there were 3,881,423 (March 31, 2019 – 4,313,085) outstanding exchangeable shares. There is currently also 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. In December 2019, the Company issued 6,000 shares of Series A preferred stock, which was outstanding as at December 31, 2019. 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. c) Share issuances Share issuances during the year ended March 31, 2019 During the year ended March 31, 2019, the Company issued common shares as part of series of closings under a registered offering, which raised gross proceeds of $3,718,010 through the issuance of 2,635,353 common shares. Issuance costs pursuant to this offering amounted to $80,000. During the year ended March 31, 2019, the Company also issued an aggregate of 641,329 common stock and has recognized its obligation to issue a further 41,835 shares of common stock (see paragraph d, below), to various consultants. The fair value of these shares determined by using the market price of the common stock as at the date of issuance amounted to $1,145,455 were recognized as general and administrative and research and development expenses, as applicable, in the statement of operations, with corresponding credit to common shares, shares to be issued and additional paid-in-capital, respectively. During the year ended March 31, 2019, the Company also issued an aggregate of 227,428 shares of its common stock upon exercise of employee stock options and warrants; it received $50,835 of exercise cash proceeds. Share issuances during the three and nine months ended December 31, 2019 In December 2019, the Company issued 6,000 shares of Series A preferred stock in a private placement for gross proceeds of $6,000,000 (also refer to Note 6). The shares are convertible into common stock of the Company at a conversion price equal to the greater of $0.001 or a 15% discount to the 5-day volume weighted price at the time of conversion. The conversion rights commence 24 months after issuance, but conversion is limited to 5% of the aggregate purchase price of the holder on a monthly basis thereafter. Alternatively, the shares are convertible into common stock at a 15% discount to any qualified future common stock financing conducted by the Company. The Company may redeem the shares after 1 year for 110% of the purchase price plus accrued dividends. The company has accrued preferred stock dividends in amount of $23,761 for period ended December 31, 2019. During the three and nine months ended December 31, 2019, the Company issued common shares as part of a series of closings under a registered offering, for gross proceeds of nil and $28,566, respectively, through the issuance of nil and 47,585 common shares during those respective periods. During the three and nine months ended December 31, 2019, the Company also issued an aggregate of 200,000 and 882,512 shares of its common stock, respectively, as compensation. The fair value of these shares, in amount of $158,687 and $552,848, was determined by using the market price of the common stock as at the date of issuance and the Company has recognized the expenses with corresponding credit to common shares and additional paid-in-capital for the three and nine months ended December 31, 2019 respectively. d) Shares to be issued At December 31, 2019, the Company had recognized its obligation to issue a total of 102,578 shares of its common stock to a consultant and two sales and production advisors as compensation. The fair value of these shares amounted to $64,312 and has been expensed to research and development expenses and share-based compensation in the unaudited condensed consolidated statement of operations, with a corresponding credit to additional paid-in-capital. The fair value of these shares was determined by using the market price of the common stock as at the date of issuance. e) Warrant issuances and exercises Warrant issuances during the year ended March 31, 2019 During the year ended March 31, 2019, the Company issued 849,601 warrants as compensation for advisor and consultant services, which were fair valued at $467,411 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-nominal lattice model with an expected life of 2 to 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 141.1%. Warrant issuances during the three and nine months ended December 31, 2019 During the three and nine months ended December 31, 2019, the Company issued 568,000 and 963,100 warrants, respectively, as compensation for advisor and consultant services and certain promissory noteholders (Note 5), which were fair valued at $93,809 and $193,433, respectively. Warrants issued to advisors and consultants were expensed in general and administrative expenses and amounted to $25,752 and $125,376, respectively, for the three and nine months ended December 31, 2019. Warrants issued to promissory notes holders were credited to additional paid-in capital in amount of $68,057 (Note 5). Their fair value has been estimated using a multi-nomial lattice model with an expected life of 2 to 3 years, risk free rates of 1.39% to 1.59%, stock price of $0.55 to $0.60 and expected volatility of 116.5% to 129.4%. Warrant exercises during the year ended March 31, 2019 During the year ended March 31, 2019, 62,838 warrants issued to consultants and advisors were exercised at an average exercise price of $0.81, such that the Company received cash proceeds of $50,835. Warrant exercises during the three and nine months ended December 31, 2019 No warrants were exercised during the three and nine months ended December 31, 2019. Warrant issuances, exercises and expirations or cancellations during the three months ended December 31, 2019 and preceding periods resulted in warrants outstanding at the end of those respective periods as follows: Broker Consultant and Noteholder Warrants Private Total 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 Less: Exercised - - - - - Less: Expired/cancelled - (184,916 ) - - (184,916 ) Add: Issued - 341,268 - - 341,268 As at March 31, 2019 321,314 1,177,157 * 2,734,530 1,163,722 5,396,723 Less: Exercised - - - - - Less: Expired/cancelled - (5,000 ) - - (5,000 ) Add: Issued - 83,750 - - 83,750 As at June 30, 2019 321,314 1,255,907 * 2,734,530 1,163,722 5,475,473 Less: Exercised - - - - - Less: Exercised - - - - - Less: Expired/cancelled - (10,000 ) - - (10,000 ) Add: Issued - 311,350 - - 311,350 As at September 30, 2019 321,314 1,557,257 * 2,734,530 1,163,722 5,776,823 Less: Expired/cancelled - (35,000 ) - - (35,000 ) Add: Issued - 568,000 - - 568,000 As at December 31, 2019 321,314 2,090,257 * 2,734,530 1,163,722 6,309,823 Exercise Price $ 0.78-$3.00 $ 0.48-$7.59 2.00 3.00 Expiration Date March 2022 to July 2022 January2020 to December 2022 March 2020 to November 2022 April 2020 to July 2020 *Consultant Warrants include warrants issued to certain noteholders, as well as directors and officers of the Company who were not members of the Company’s options plan at the time of issuance. As at December 31, 2019, Consultant Warrants include an aggregate of 538,806 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, 2019, 25,000 warrants issued to consultants expired unexercised. f) Stock-based compensation 2015 Equity Incentive Plan On March 30, 2015, iMedical approved a Directors, Officers and Employees Stock Option Plan, under which it authorized and issued 3,000,000 options. This plan was established to enable the Company 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. As of March 31, 2018, and March 31, 2017, there were no outstanding vested options and 137,500 unvested options at an exercise price of $.0001 under this plan. These options now represent the right to purchase shares of the Company’s common stock using the same exchange ratio of approximately 1.1969:1, thus there were 164,590 (35,907 had been cancelled) adjusted unvested options as at March 31, 2018. These remaining 164,590 options were exercised during the year ended March 31, 2019. No other grants will be made under this plan. The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) 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 and March 31, 2019 - 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 the 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 is 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, 2019, 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 year ended March 31, 2019, an additional 270,521 stock options were granted with a weighted average remaining contractual life from 2.76 to 9.51 years. During the year ended March 31, 2019, the Company recorded stock-based compensation of $1,451,261 in connection with ESOP 2016 Plan (March 31, 2018 - $1,002,201) under general and administrative expenses with corresponding credit to additional paid in capital. During the three and nine months ended December 31, 2019, the Company granted 39,000 and 44,000 options, respectively, to employees, as performance-based compensation. The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) Granted 4,418,019 3.1436 Exercised - - Outstanding as of June 30 and March 31, 2019 4,418,019 3.1436 Granted 44,000 0.6100 Exercised - - Outstanding as of December 31, 2019 4,462,019 3.1186 During the three and nine months ended December 31, 2019, the Company recorded stock-based compensation of $155,702 and $649,587, respectively, in connection with the 2016 equity incentive plan ($372,523 and $1,100,686 for the three and nine months ended December 31, 2018) under general and administrative expenses with a corresponding credit to additional paid in capital. The fair value of each option granted is estimated at the time of grant using multi-nomial lattice model using the following assumptions: 2019 2017-2018 2016-2017 2015-2016 Exercise price ($) 0.55-0.63 1.24-7.59 2.00 – 2.58 0.0001 Risk free interest rate (%) 1.39-2.5 1.98-2.81 0.45 - 1.47 0.04 - 1.07 Expected term (Years) 3 3 1 - 3 10 Expected volatility (%) 114.3 to 129.4 97.8-145.99 101 – 105 94 Expected dividend yield (%) 0 0 0 0 Fair value of option ($) 0.217 0.6 0.88 0.74 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 – 5.00 5.00 - 20.00 |
Related Party Transactions and
Related Party Transactions and Balances | 9 Months Ended |
Dec. 31, 2019 | |
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 unaudited condensed financial statements, related party transactions are as follows: Three Months Ended December 31, 2019 Three Months Ended December 31, 2018 Nine Months Ended December 31, 2019 Nine Months Ended December 31, 2018 $ $ $ $ Salary and allowance* 144,139 180,333 423,330 544,106 Stock based compensation** 124,774 316,544 558,303 1,060,712 Total 268,913 496,877 981,633 1,604,818 The above expenses were recorded under general and administrative expenses. * Salary and allowance include salary, car allowance, vacation pay, bonus, allowances and other compensation paid or payable to a key executive and shareholder of the Company. ** Stock based compensation represent the fair value of the options, warrants and equity incentive plans for a key executive and shareholder of the Company. |
Right-of-Use Assets and Lease O
Right-of-Use Assets and Lease Obligations | 9 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Right-of-Use Assets and Lease Obligations | 9. RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS The Company has one operating lease primarily for office and administration. The Company adopted ASC 842 – Leases using the modified retrospective cumulative catch-up approach beginning on April 1, 2019. Under this approach, the Company did not restate its comparative amounts and recognized a right-of-use asset equal to the present value of the future lease payments. The Company elected to apply the practical expedient to only transition contracts which were previously identified as leases and elected to not recognize right-of-use assets and lease obligations for leases of low value assets. When measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate at April 1, 2019. The weighted-average-rate applied is 10%. $ Operating lease right-of-use asset - initial recognition 413,236 Amortization for the nine-month period (99,176 ) Balance as of December 31, 2019 314,060 Operating lease obligation - initial recognition 413,236 Repayment (94,242 ) Balance as of December 31, 2019 318,994 Current portion of operating lease obligation 206,286 Noncurrent portion of operating lease obligation 112,708 The operating lease expense was $57,735 and $116,642 for the three and nine months ended December 31, 2019 and included in the General and administrative expenses. The following table represents the contractual undiscounted cash flows for lease obligations as at December 31, 2019. $ Less than one year 226,767 Beyond one year 115,059 Total undiscounted lease obligations 341,826 |
Contingencies
Contingencies | 9 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 10. CONTINGENCIES There are no unrecorded claims against the company that were assessed as significant, which were outstanding as at December 31, 2019. Consequently, no provision for such has been recognized in the unaudited condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to February 13, 2020, the date the unaudited condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: In January 2020, the Company and holders of certain promissory notes entered into agreements pursuant to which approximately $1.8 million in promissory notes from long-term private investors were exchanged for the Company’s Series A preferred shares, bringing the invested dollar value of the cumulative 7,780 preferred shares issued to approximately $7.8 million. In January and February 2020, the Company issued 183,439 shares of common stock to consultants, and included in the issuance, 93,961 shares were converted from exchangeable shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the unaudited 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 deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options, and assumptions used in the going concern assessment. 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, 2019 and 2018. |
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, accounts receivable, deposits and other receivables, convertible promissory notes and short-term loans, accounts payable, accrued liabilities, and derivative liabilities. The Company’s cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 2, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
Leases | Leases On April 1, 2019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner like previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The Company determines the lease term by agreement with lessor. As our lease does not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 9 for further discussion. |
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 has completed the assessment and there is no significant impact on the consolidated financial statements. On April 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 July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), which addressed 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 September 30, 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. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in this Update should be applied using a retrospective transition method to each period presented. Management does not expect to have a significant impact of this ASU on the Company’s unaudited interim condensed consolidated financial statements. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | As at As at Accounts payable 1,245,940 878,453 Accrued liabilities 823,536 522,189 2,069,476 1,400,642 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | 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 earlier convertible promissory notes at December 31 and March 31, 2019 - |
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 | 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, 2019 and March 31, 2019 - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Schedule of Derivative Liabilities | As explained in Note 7, during the three months ended December 31, 2019, pursuant to issuance of shares of its Series A preferred stock, the Company analyzed the compound features of variable conversion and redemption embedded in this instrument, for potential derivative accounting treatment on the basis of ASC 820–10–35–37 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities) and Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity instrument and treated as a derivative liability, to be measured at fair value. Total $ Derivative liabilities as at issuance of Series A preferred stock 793,129 Change in fair value of derivatives (1,053 ) Derivative liabilities as at December 31, 2019 791,626 |
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 118.8% – 120.0 % Remaining terms (Years) 0.01 – 1.0 Stock price ($ per share) $ 0.6301 to $0.745 |
Accounting Standards Update 2017-11 [Member] | |
Schedule of Impact on Derivatives Balance Sheet and Statement of Operations | Adoption is effective as of April 1, 2017, the beginning of the Company’s current fiscal year. The cumulative effect of this accounting standard update adjusted accumulated deficit as of April 1, 2017 by $483,524, with a corresponding adjustment to derivative liabilities: 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 | 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 March 31, 2019 (post ASU 2017-11 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' Deficiency (Table
Stockholders' Deficiency (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Schedule of Warrants Outstanding | Warrant issuances, exercises and expirations or cancellations during the three months ended December 31, 2019 and preceding periods resulted in warrants outstanding at the end of those respective periods as follows: Broker Consultant and Noteholder Warrants Private Total 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 Less: Exercised - - - - - Less: Expired/cancelled - (184,916 ) - - (184,916 ) Add: Issued - 341,268 - - 341,268 As at March 31, 2019 321,314 1,177,157 * 2,734,530 1,163,722 5,396,723 Less: Exercised - - - - - Less: Expired/cancelled - (5,000 ) - - (5,000 ) Add: Issued - 83,750 - - 83,750 As at June 30, 2019 321,314 1,255,907 * 2,734,530 1,163,722 5,475,473 Less: Exercised - - - - - Less: Exercised - - - - - Less: Expired/cancelled - (10,000 ) - - (10,000 ) Add: Issued - 311,350 - - 311,350 As at September 30, 2019 321,314 1,557,257 * 2,734,530 1,163,722 5,776,823 Less: Expired/cancelled - (35,000 ) - - (35,000 ) Add: Issued - 568,000 - - 568,000 As at December 31, 2019 321,314 2,090,257 * 2,734,530 1,163,722 6,309,823 Exercise Price $ 0.78-$3.00 $ 0.48-$7.59 2.00 3.00 Expiration Date March 2022 to July 2022 January2020 to December 2022 March 2020 to November 2022 April 2020 to July 2020 *Consultant Warrants include warrants issued to certain noteholders, as well as directors and officers of the Company who were not members of the Company’s options plan at the time of issuance. As at December 31, 2019, Consultant Warrants include an aggregate of 538,806 warrants provided to an officer of the Company as compensation while he was not a member of any Company options plan. Subsequent to December 31, 2019, 25,000 warrants issued to consultants expired unexercised. |
Schedule of Fair Value of Option Granted using Valuation Assumptions | The fair value of each option granted is estimated at the time of grant using multi-nomial lattice model using the following assumptions: 2019 2017-2018 2016-2017 2015-2016 Exercise price ($) 0.55-0.63 1.24-7.59 2.00 – 2.58 0.0001 Risk free interest rate (%) 1.39-2.5 1.98-2.81 0.45 - 1.47 0.04 - 1.07 Expected term (Years) 3 3 1 - 3 10 Expected volatility (%) 114.3 to 129.4 97.8-145.99 101 – 105 94 Expected dividend yield (%) 0 0 0 0 Fair value of option ($) 0.217 0.6 0.88 0.74 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 – 5.00 5.00 - 20.00 |
2015 Equity Incentive Plan [Member] | |
Schedule of Stock Option Activities | The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) 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 and March 31, 2019 - |
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 4,418,019 3.1436 Exercised - - Outstanding as of June 30 and March 31, 2019 4,418,019 3.1436 Granted 44,000 0.6100 Exercised - - Outstanding as of December 31, 2019 4,462,019 3.1186 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
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 unaudited condensed financial statements, related party transactions are as follows: Three Months Ended December 31, 2019 Three Months Ended December 31, 2018 Nine Months Ended December 31, 2019 Nine Months Ended December 31, 2018 $ $ $ $ Salary and allowance* 144,139 180,333 423,330 544,106 Stock based compensation** 124,774 316,544 558,303 1,060,712 Total 268,913 496,877 981,633 1,604,818 The above expenses were recorded under general and administrative expenses. * Salary and allowance include salary, car allowance, vacation pay, bonus, allowances and other compensation paid or payable to a key executive and shareholder of the Company. ** Stock based compensation represent the fair value of the options, warrants and equity incentive plans for a key executive and shareholder of the Company. |
Right-of-Use Assets and Lease_2
Right-of-Use Assets and Lease Obligations (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Obligations | When measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate at April 1, 2019. The weighted-average-rate applied is 10%. $ Operating lease right-of-use asset - initial recognition 413,236 Amortization for the nine-month period (99,176 ) Balance as of December 31, 2019 314,060 Operating lease obligation - initial recognition 413,236 Repayment (94,242 ) Balance as of December 31, 2019 318,994 Current portion of operating lease obligation 206,286 Noncurrent portion of operating lease obligation 112,708 |
Schedule of Contractual Undiscounted Cash Flows for Lease Obligations | The following table represents the contractual undiscounted cash flows for lease obligations as at December 31, 2019. $ Less than one year 226,767 Beyond one year 115,059 Total undiscounted lease obligations 341,826 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) | 9 Months Ended | |
Dec. 31, 2019 | 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 ($) | 3 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2019 | |
Accumulated deficit | $ (41,531,886) | $ (35,039,495) |
Working capital deficit | 1,355,227 | |
Promissory Note and Other Net Short-Term Funding [Member] | ||
Issuance value of debt, outstanding | 4,261,810 | |
Preferred Stock [Member] | ||
Proceeds from equity fund | $ 6,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Potentially dilutive shares outstanding |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 203,719 | $ 277,278 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,245,940 | $ 878,453 |
Accrued liabilities | 823,536 | 522,189 |
Accounts payable and accrued liabilities | $ 2,069,476 | $ 1,400,642 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 36 Months Ended | 45 Months Ended | ||||||||
Aug. 31, 2016USD ($)shares | Mar. 31, 2016USD ($)Integer$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Mar. 31, 2016USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2016USD ($)Integer$ / shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | May 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Proceeds from convertible notes payable | $ 3,436,110 | |||||||||||||
Accretion of interest | $ 26,058 | 26,058 | ||||||||||||
General and administrative expenses | 2,179,928 | $ 1,861,113 | 6,292,225 | 6,015,942 | ||||||||||
Term Sheet Offering [Member] | ||||||||||||||
Proceeds from convertible notes payable | $ 2,000,000 | |||||||||||||
Debt face value | $ 1,368,978 | $ 1,368,978 | $ 1,368,978 | |||||||||||
Debt instrument term | 24 months | |||||||||||||
Debt interest rate | 11.00% | 11.00% | 11.00% | |||||||||||
Conversion price per share | $ / shares | $ 1.78 | $ 1.78 | $ 1.78 | |||||||||||
Conversion price percentage | 0.75 | |||||||||||||
Debt instrument consecutive trading days | Integer | 20 | |||||||||||||
Debt conversion description | The Company issued cash (7%) and 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 | 24 months | |||||||||||
Debt conversion into shares, value | $ 1,368,978 | $ 1,368,978 | ||||||||||||
Fair value of common stock | $ 2,907,912 | |||||||||||||
Derivative liabilities | 1,538,934 | |||||||||||||
Accretion of interest | $ 73,572 | |||||||||||||
Term Sheet Offering [Member] | Promissory Notes [Member] | ||||||||||||||
Debt conversion into shares, value | $ 1,368,978 | |||||||||||||
Debt conversion into shares | shares | 912,652 | |||||||||||||
Bridge Notes [Member] | ||||||||||||||
Proceeds from convertible notes payable | $ 2,500,000 | |||||||||||||
Debt face value | $ 2,455,000 | $ 2,455,000 | $ 2,455,000 | $ 2,436,406 | $ 2,230,000 | |||||||||
Debt instrument term | 12 months | |||||||||||||
Debt interest rate | 10.00% | 10.00% | 10.00% | |||||||||||
Conversion price per share | $ / shares | $ 1.65 | $ 1.65 | $ 1.65 | |||||||||||
Debt instrument consecutive trading days | Integer | 10 | |||||||||||||
Debt conversion description | The Bridge Notes principal and all outstanding accrued interest may be converted 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. | |||||||||||||
Promissory Notes [Member] | Interest Expense [Member] | ||||||||||||||
Accretion of interest | $ 113,781 | 211,963 | ||||||||||||
Promissory Notes [Member] | Accredited Investors [Member] | ||||||||||||||
Proceeds from convertible notes payable | $ 2,231,652 | $ 867,699 | ||||||||||||
Debt instrument term | 1 year | |||||||||||||
Debt interest rate | 10.00% | 10.00% | 12.00% | 12.00% | 10.00% | |||||||||
Proceeds from issuance of warrants | $ 68,057 | |||||||||||||
Accretion of interest | 26,058 | |||||||||||||
General and administrative expenses | 125,376 | |||||||||||||
Promissory Notes [Member] | Certain Investors [Member] | ||||||||||||||
Proceeds from convertible notes payable | $ 1,204,458 | |||||||||||||
Promissory Notes [Member] | Certain Investors [Member] | Minimum [Member] | ||||||||||||||
Debt interest rate | 0.00% | 0.00% | 0.00% | |||||||||||
Promissory Notes [Member] | Certain Investors [Member] | Maximum [Member] | ||||||||||||||
Debt interest rate | 10.00% | 10.00% | 10.00% |
Convertible Promissory Notes -
Convertible Promissory Notes - Schedule of Convertible Debt (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 36 Months Ended | 45 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accretion expense | $ 26,058 | $ 26,058 | |||||
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 | 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) | |||||
Accreted value of convertible promissory notes, ending balance | $ 957,495 |
Convertible Promissory Notes _2
Convertible Promissory Notes - Schedule of Convertible Debt (Details) (Parenthetical) | 45 Months Ended |
Dec. 31, 2019USD ($) | |
Term Sheet Offering [Member] | |
Loss on conversion convertible promissory notes | $ 88,530 |
Convertible Promissory Notes _3
Convertible Promissory Notes - Schedule of Accreted Value of Bridge Notes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | 33 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accretion expense | $ 26,058 | $ 26,058 | |||||
Bridge Notes 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 | 630,797 | $ 879,416 | $ 879,416 | ||||
Accreted value of bridge notes | $ 1,556,990 | $ 1,556,990 | $ 1,556,990 |
Convertible Promissory Notes _4
Convertible Promissory Notes - Schedule of Face value of Bridge Notes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | 33 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accretion expense | $ 26,058 | $ 26,058 | |||||
Bridge Notes Offering [Member] | |||||||
Accreted value of Bridge Note as of March 31, 2017 | $ 1,556,990 | $ 1,556,990 | $ 1,556,990 | ||||
Accretion expense | $ 630,797 | 879,416 | 879,416 | ||||
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, 2019 and March 31, 2019 |
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, 2019 | Mar. 31, 2019 | Jun. 30, 2017 | Apr. 02, 2017 |
Accumulated deficit | $ (41,531,886) | $ (35,039,495) | ||
Additional paid in capital | $ 40,547,471 | $ 33,889,916 | ||
Adoption of ASU 2017-11 [Member] | ||||
Accumulated deficit | $ 483,524 | $ 483,524 | ||
Derivative liabilities | (4,074,312) | $ (483,524) | ||
Additional paid in capital | 3,569,248 | |||
Reversal of change in fair value of derivative liabilities | $ 21,540 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 21 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2017 | Mar. 31, 2019 | |
Derivative liabilities, beginning balance | $ 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) | ||
Derivative liabilities as at issuance of Series A preferred stock | $ 793,129 | ||
Change in fair value of derivatives | (1,053) | 42,128 | |
Derivative liabilities, ending balance | $ 791,626 | $ 4,074,312 | |
Adoption of ASU 2017-11 [Member] | |||
Reversal of fair value | (21,540) | ||
Transferred to accumulated deficit | (483,524) | ||
Transferred to additional paid-in-capital | (3,569,248) | ||
Derivative liabilities, ending balance |
Derivative Liabilities - Sche_3
Derivative Liabilities - Schedule of Derivative Components Valuation Assumptions (Details) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019$ / shares | Mar. 31, 2019$ / shares | |
Minimum [Member] | ||
Stock price | $ 0.6301 | $ 2.50 |
Maximum [Member] | ||
Stock price | $ 0.745 | $ 2.70 |
Dividend Yield [Member] | ||
Derivative liability, measurement input | 0 | 0 |
Risk-Free Rate for Term [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 0.62 | 0.62 |
Risk-Free Rate for Term [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 1.14 | 1.14 |
Volatility [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 118.8 | 103 |
Volatility [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 120 | 118 |
Remaining Terms (Years) [Member] | Minimum [Member] | ||
Fair value assumptions, remaining term (Years) | 4 days | 4 days |
Remaining Terms (Years) [Member] | Maximum [Member] | ||
Fair value assumptions, remaining term (Years) | 1 year | 1 year |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Feb. 02, 2016 | Feb. 02, 2016 | Dec. 31, 2019 | Jul. 31, 2016 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2019 | Mar. 30, 2015 |
Common stock, shares authorized | 125,000,000 | 125,000,000 | 125,000,000 | 125,000,000 | |||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Common stock, shares issued | 32,410,330 | 32,410,330 | 32,410,330 | 31,048,571 | |||||||||||||||
Common stock, shares outstanding | 32,410,330 | 32,410,330 | 32,410,330 | 31,048,571 | |||||||||||||||
Exchangeable shares outstanding | 3,881,423 | 3,881,423 | 3,881,423 | 4,313,085 | |||||||||||||||
General and administrative and research and development expenses | $ 2,179,928 | $ 1,861,113 | $ 6,292,225 | $ 6,015,942 | |||||||||||||||
Proceeds from warrants exercise | 50,835 | ||||||||||||||||||
Research and development expenses | $ 447,639 | $ 401,271 | 879,661 | 889,201 | |||||||||||||||
Expected life | 3 years | 3 years | 10 years | ||||||||||||||||
Stock price | $ 0.217 | $ 0.6 | $ 0.88 | $ 0.74 | |||||||||||||||
Stock based compensation | $ 649,587 | 1,100,686 | |||||||||||||||||
2015 Equity Incentive Plan [Member] | |||||||||||||||||||
Number of common stock option exercise | 164,590 | 3,390,503 | 164,590 | 164,590 | 164,590 | 3,390,503 | |||||||||||||
Number of options authorized to issue | 3,000,000 | ||||||||||||||||||
Number of options vested | |||||||||||||||||||
Number of options non-vested | 137,500 | ||||||||||||||||||
Options exercise price | $ 0.0001 | $ 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 | ||||||||||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||||||||
Number of common stock option exercise | |||||||||||||||||||
Number of options authorized to issue | 3,750,000 | 3,750,000 | |||||||||||||||||
Options exercise price | $ 3.1186 | $ 3.1186 | $ 3.1436 | $ 3.1186 | $ 3.1436 | ||||||||||||||
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 | 39,000 | 4,418,019 | 44,000 | 4,418,019 | |||||||||||||||
Number of options granted, exercise price | $ 3.1436 | $ 3.1436 | $ 0.6100 | $ 3.1436 | |||||||||||||||
Stock based compensation | $ 1,451,261 | ||||||||||||||||||
2016 Equity Incentive Plan One [Member] | |||||||||||||||||||
Number of options granted | 270,521 | ||||||||||||||||||
Stock based compensation | $ 155,702 | $ 372,523 | $ 649,587 | $ 1,100,686 | $ 1,002,201 | ||||||||||||||
Compensation to Consultant [Member] | |||||||||||||||||||
Number of shares issued for compensation | 200,000 | 882,512 | |||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Expected life | 1 year | ||||||||||||||||||
Risk free rate | 1.39% | 1.98% | 0.45% | 0.04% | |||||||||||||||
Minimum [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||||||
Weighted average remaining contractual life | 2 years 9 months 3 days | ||||||||||||||||||
Minimum [Member] | 2016 Equity Incentive Plan One [Member] | |||||||||||||||||||
Weighted average remaining contractual life | 2 years 9 months 3 days | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Expected life | 3 years | ||||||||||||||||||
Risk free rate | 2.50% | 2.81% | 1.47% | 1.07% | |||||||||||||||
Maximum [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||||||
Weighted average remaining contractual life | 9 years 6 months 3 days | ||||||||||||||||||
Maximum [Member] | 2016 Equity Incentive Plan One [Member] | |||||||||||||||||||
Weighted average remaining contractual life | 9 years 6 months 3 days | ||||||||||||||||||
Employee Stock Options [Member] | |||||||||||||||||||
Number of common stock option exercise | 227,428 | ||||||||||||||||||
Advisor and Consultant [Member] | |||||||||||||||||||
Number of common stock compensation for services | 568,000 | 963,100 | 849,601 | ||||||||||||||||
Number of common stock compensation for services, value | $ 93,809 | $ 193,433 | $ 467,411 | ||||||||||||||||
Accredited Investors [Member] | Promissory Notes [Member] | |||||||||||||||||||
General and administrative and research and development expenses | 125,376 | ||||||||||||||||||
Proceeds from issuance of warrants | $ 68,057 | ||||||||||||||||||
Consultants and Advisors [Member] | |||||||||||||||||||
Proceeds from warrants exercise | $ 50,835 | ||||||||||||||||||
Number of warrants issued | 62,838 | ||||||||||||||||||
Warrants exercise price | $ 0.81 | ||||||||||||||||||
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 | ||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||
Percentage of common stock issued and outstanding | 90.00% | ||||||||||||||||||
Common stock exchange description | 1.197 shares of its common stock in exchange for each common share | ||||||||||||||||||
Number of common shares issued | 13,376,947 | ||||||||||||||||||
Exchange Agreement [Member] | 11% Secured Convertible Promissory Notes [Member] | |||||||||||||||||||
Conversion description | The outstanding 11% secured convertible promissory notes of the Company 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 Biotricity at a 25% discount to purchase price per share in Biotricity's next offering. | ||||||||||||||||||
Discount percentage for purchase price per shares | 25.00% | ||||||||||||||||||
Exchange Agreement [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] | |||||||||||||||||||
Number of exchangeable shares issued | 9,123,031 | ||||||||||||||||||
Pre-Exchange Agreement [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||||||||||
Number of common stock option exercise | 2,832,500 | ||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Number of common shares issued | 6,000 | ||||||||||||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||
Number of exchangeable shares issued | 6,000 | ||||||||||||||||||
Proceeds from private offering | $ 6,000,000 | ||||||||||||||||||
Preferred stock, conversion method on issuance, description | The shares are convertible into common stock of the Company at a conversion price equal to the greater of $0.001 or a 15% discount to the 5-day volume weighted price at the time of conversion. The conversion rights commence 24 months after issuance, but conversion is limited to 5% of the aggregate purchase price of the holder on a monthly basis thereafter. Alternatively, the shares are convertible into common stock at a 15% discount to any qualified future common stock financing conducted by the Company. The Company may redeem the shares after 1 year for 110% of the purchase price plus accrued dividends. | ||||||||||||||||||
Accrued preferred stock dividends | $ 23,761 | ||||||||||||||||||
Preferred Stock One [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred Stock Two [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Warrant [Member] | Advisor and Consultant [Member] | |||||||||||||||||||
General and administrative and research and development expenses | $ 25,752 | $ 125,376 | |||||||||||||||||
Warrant [Member] | Advisor and Consultant [Member] | Minimum [Member] | |||||||||||||||||||
Expected life | 2 years | 2 years | |||||||||||||||||
Risk free rate | 1.39% | 2.13% | |||||||||||||||||
Stock price | 0.60 | $ 0.60 | $ 0.60 | $ 0.48 | |||||||||||||||
Expected volatility | 116.50% | 97.80% | |||||||||||||||||
Warrant [Member] | Advisor and Consultant [Member] | Maximum [Member] | |||||||||||||||||||
Expected life | 3 years | 3 years | |||||||||||||||||
Risk free rate | 1.59% | 2.81% | |||||||||||||||||
Stock price | $ 0.55 | $ 0.55 | $ 0.55 | $ 4.15 | |||||||||||||||
Expected volatility | 129.40% | 141.10% | |||||||||||||||||
Warrant [Member] | Exchange Agreement [Member] | |||||||||||||||||||
Common stock exchange description | 1.197 shares of the common stock of Biotricity 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 | ||||||||||||||||||
Advisor Warrant [Member] | Exchange Agreement [Member] | |||||||||||||||||||
Common stock exchange description | 1.197 shares of the common stock of Biotricity 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 | ||||||||||||||||||
Registered Offering [Member] | |||||||||||||||||||
Number of common shares issued | 47,585 | 2,635,353 | |||||||||||||||||
Proceeds from private offering | $ 28,566 | $ 3,718,010 | |||||||||||||||||
Stock issuance cost | $ 80,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Number of common shares issued | 1,025,534 | 47,585 | 1,944,853 | 641,329 | |||||||||||||||
General and administrative and research and development expenses | $ 1,145,455 | ||||||||||||||||||
Number of shares issued for services | 200,000 | 46,666 | 882,512 | 372,996 | |||||||||||||||
Common Stock [Member] | Corresponding Credit to Common Shares and Additional Paid-In-Capital [Member] | |||||||||||||||||||
Stock based compensation | $ 158,687 | $ 552,848 | |||||||||||||||||
Common Stock [Member] | Various Consultants [Member] | |||||||||||||||||||
Number of common shares issued | 41,835 | ||||||||||||||||||
Common Stock [Member] | Consultants and Two Sales and Production Advisors [Member] | |||||||||||||||||||
Number of shares issued for services | 102,578 | ||||||||||||||||||
Research and development expenses | $ 64,312 | ||||||||||||||||||
Warrants [Member] | |||||||||||||||||||
Proceeds from warrants exercise | $ 50,835 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Outstanding (Details) - $ / shares | 3 Months Ended | |||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | ||
Warrants outstanding, Beginning balance | 5,776,823 | 5,475,473 | 5,396,723 | 5,240,371 | 5,316,621 | 4,923,288 | 4,952,376 | |
Warrants outstanding, Exercised | (62,838) | |||||||
Warrants outstanding, Expired/cancelled | (35,000) | (10,000) | (5,000) | (184,916) | (126,250) | (31,250) | ||
Warrants outstanding, Issued | 568,000 | 311,350 | 83,750 | 341,268 | 50,000 | 393,333 | 65,000 | |
Warrants outstanding, Ending balance | 6,309,823 | 5,776,823 | 5,475,473 | 5,396,723 | 5,240,371 | 5,316,621 | 4,923,288 | |
Broker Warrants [Member] | ||||||||
Warrants outstanding, Beginning balance | 321,314 | 321,314 | 321,314 | 321,314 | 321,314 | 321,314 | 384,152 | |
Warrants outstanding, Exercised | (62,838) | |||||||
Warrants outstanding, Expired/cancelled | ||||||||
Warrants outstanding, Issued | ||||||||
Warrants outstanding, Ending balance | 321,314 | 321,314 | 321,314 | 321,314 | 321,314 | 321,314 | 321,314 | |
Broker Warrants [Member] | Minimum [Member] | ||||||||
Exercise Price | $ 0.78 | |||||||
Expiration Date | Mar. 31, 2022 | |||||||
Broker Warrants [Member] | Maximum [Member] | ||||||||
Exercise Price | $ 3 | |||||||
Expiration Date | Jul. 31, 2022 | |||||||
Consultant and Noteholder Warrants [Member] | ||||||||
Warrants outstanding, Beginning balance | [1] | 1,557,257 | 1,255,907 | 1,177,157 | 1,020,805 | 1,097,055 | 703,722 | 669,972 |
Warrants outstanding, Exercised | ||||||||
Warrants outstanding, Expired/cancelled | (35,000) | (10,000) | (5,000) | (184,916) | (126,250) | (31,250) | ||
Warrants outstanding, Issued | 568,000 | 311,350 | 83,750 | 341,268 | 50,000 | 393,333 | 65,000 | |
Warrants outstanding, Ending balance | [1] | 2,090,257 | 1,557,257 | 1,255,907 | 1,177,157 | 1,020,805 | 1,097,055 | 703,722 |
Consultant and Noteholder Warrants [Member] | Minimum [Member] | ||||||||
Exercise Price | $ 0.48 | |||||||
Expiration Date | Jan. 31, 2020 | |||||||
Consultant and Noteholder Warrants [Member] | Maximum [Member] | ||||||||
Exercise Price | $ 7.59 | |||||||
Expiration Date | Dec. 31, 2022 | |||||||
Warrants Issued on Conversion of Convertible Notes [Member] | ||||||||
Warrants outstanding, Beginning balance | 2,734,530 | 2,734,530 | 2,734,530 | 2,734,530 | 2,734,530 | 2,734,530 | 2,734,530 | |
Warrants outstanding, Exercised | ||||||||
Warrants outstanding, Expired/cancelled | ||||||||
Warrants outstanding, Issued | ||||||||
Warrants outstanding, Ending balance | 2,734,530 | 2,734,530 | 2,734,530 | 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 | 1,163,722 | 1,163,722 | 1,163,722 | 1,163,722 | |
Warrants outstanding, Exercised | ||||||||
Warrants outstanding, Expired/cancelled | ||||||||
Warrants outstanding, Issued | ||||||||
Warrants outstanding, Ending balance | 1,163,722 | 1,163,722 | 1,163,722 | 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 include warrants issued to certain noteholders, as well as directors and officers of the Company who were not members of the Company's options plan at the time of issuance. As at December 31, 2019, Consultant Warrants include an aggregate of 538,806 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, 2019, 25,000 warrants issued to consultants expired unexercised. |
Stockholders' Deficiency - Sc_2
Stockholders' Deficiency - Schedule of Warrants Outstanding (Details) (Parenthetical) - Consultant and Noteholder Warrants [Member] - USD ($) | 9 Months Ended | |
Dec. 31, 2019 | Jan. 02, 2020 | |
Officer compensation | $ 538,806 | |
Subsequent Event [Member] | Consultants [Member] | ||
Number of warrants unexercised | 25,000 |
Stockholders' Deficiency - Sc_3
Stockholders' Deficiency - Schedule of Stock Option Activities (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | |
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) | (164,590) | (164,590) | (164,590) | (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, Beginning balance | $ 0.0001 | $ 0.0001 | ||||||||
Weighted average exercise price, Granted | $ 0.0001 | |||||||||
Weighted average exercise price, Exercised | 0.0001 | 0.0001 | 0.0001 | |||||||
Weighted average exercise price, Cancelled | $ 0.0001 | |||||||||
Weighted average exercise price, Ending balance | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
2016 Equity Incentive Plan [Member] | ||||||||||
Number of options outstanding, Beginning balance | 4,418,019 | 4,418,019 | ||||||||
Number of options outstanding, Granted | 39,000 | 4,418,019 | 44,000 | 4,418,019 | ||||||
Number of options outstanding, Exercised | ||||||||||
Number of options outstanding, Ending balance | 4,462,019 | 4,418,019 | 4,462,019 | 4,418,019 | ||||||
Weighted average exercise price, Beginning balance | $ 3.1436 | $ 3.1436 | ||||||||
Weighted average exercise price, Granted | 3.1436 | $ 3.1436 | 0.6100 | $ 3.1436 | ||||||
Weighted average exercise price, Exercised | ||||||||||
Weighted average exercise price, Ending balance | $ 3.1186 | $ 3.1436 | $ 3.1186 | $ 3.1436 |
Stockholders' Deficiency - Sc_4
Stockholders' Deficiency - Schedule of Fair Value of Option Granted using Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Exercise price | $ 0.0001 | |||
Expected term (Years) | 3 years | 3 years | 10 years | |
Expected volatility | 94.00% | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Fair value of option | $ 0.217 | $ 0.6 | $ 0.88 | $ 0.74 |
Expected forfeiture (attrition) rate | 0.00% | 0.00% | ||
Minimum [Member] | ||||
Exercise price | $ 0.55 | $ 1.24 | $ 2 | |
Risk free interest rate | 1.39% | 1.98% | 0.45% | 0.04% |
Expected term (Years) | 1 year | |||
Expected volatility | 114.30% | 97.80% | 101.00% | |
Expected forfeiture (attrition) rate | 0.00% | 5.00% | ||
Maximum [Member] | ||||
Exercise price | $ 0.63 | $ 7.59 | $ 2.58 | |
Risk free interest rate | 2.50% | 2.81% | 1.47% | 1.07% |
Expected term (Years) | 3 years | |||
Expected volatility | 129.40% | 145.99% | 105.00% | |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Related Party Transactions [Abstract] | |||||
Salary and allowance | [1] | $ 144,139 | $ 180,333 | $ 423,330 | $ 544,106 |
Stock based compensation | [2] | 124,774 | 316,544 | 558,303 | 1,060,712 |
Total | $ 268,913 | $ 496,877 | $ 981,633 | $ 1,604,818 | |
[1] | Salary and allowance include salary, car allowance, vacation pay, bonus, allowances and other compensation paid or payable to a key executive and shareholder of the Company. | ||||
[2] | Stock based compensation represent the fair value of the options, warrants and equity incentive plans for a key executive and shareholder of the Company. |
Right-of-Use Assets and Lease_3
Right-of-Use Assets and Lease Obligations (Details Narrative) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019USD ($)lease | Dec. 31, 2019USD ($)lease | |
Leases [Abstract] | ||
Number of operating lease | lease | 1 | 1 |
Weighted-average-rate discount percentage | 10.00% | 10.00% |
Operating lease expense | $ | $ 57,735 | $ 116,642 |
Right-of-Use Assets and Lease_4
Right-of-Use Assets and Lease Obligations - Schedule of Lease Obligations (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Right-of-use asset - initial recognition, beginning | ||
Amortization for the period | (99,176) | |
Right-of-use asset - initial recognition, ending | 314,060 | |
Operating lease obligation - initial recognition | 413,236 | |
Repayment | (94,242) | |
Lease obligation - initial recognition | 318,994 | |
Current portion of lease obligation | 206,287 | |
Noncurrent portion of lease obligation | $ 112,708 |
Right-of-Use Assets and Lease_5
Right-of-Use Assets and Lease Obligations - Schedule of Contractual Undiscounted Cash Flows for Lease Obligations (Details) | Dec. 31, 2019USD ($) |
Total undiscounted lease obligations | $ 341,826 |
Less than One Year [Member] | |
Total undiscounted lease obligations | 226,767 |
Beyond One Year [Member] | |
Total undiscounted lease obligations | $ 115,059 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Issuance of preferred stock, value | $ 6,000,000 | ||||
Series A Preferred Stock [Member] | |||||
Shares issued during period, new issues | 6,000 | ||||
Subsequent Event [Member] | Consultant [Member] | |||||
Shares issued during period, new issues | 183,439 | 183,439 | |||
Number of shares converted from exchangeable shares | 93,961 | 93,961 | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||
Debt conversion, converted Instrument, shares Issued | 7,780 | ||||
Subsequent Event [Member] | Promissory Notes [Member] | |||||
Conversion of debt instrument | $ 1,800,000 | ||||
Issuance of preferred stock, value | $ 7,800,000 |