Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-56074 | |
Entity Registrant Name | BIOTRICITY INC. | |
Entity Central Index Key | 0001630113 | |
Entity Tax Identification Number | 30-0983531 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 275 Shoreline Drive | |
Entity Address, Address Line Two | Suite 150 | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94065 | |
City Area Code | (650) | |
Local Phone Number | 832-1626 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | BTCY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,661,856 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 11,694,463 | $ 2,201,562 |
Accounts receivable, net | 1,643,223 | 1,520,836 |
Inventory | 118,091 | 272,493 |
Deposits and other receivables | 490,683 | 326,664 |
Total current assets | 13,946,460 | 4,321,555 |
Long-term accounts receivable | 5,846 | 50,358 |
Operating right of use lease asset [Note 9] | 66,120 | |
TOTAL ASSETS | 13,952,306 | 4,438,033 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities [Note 4] | 2,690,577 | 2,520,124 |
Convertible promissory notes and short term loans [Note 5] | 1,831,184 | 4,278,018 |
Derivative liabilities [Note 7] | 692,744 | 3,633,856 |
Operating lease liability [Note 9] | 58,257 | |
Total current liabilities | 5,214,505 | 10,490,255 |
Federally guaranteed loans [Note 6] | 870,800 | 370,900 |
Derivative liabilities [Note 7] | 121,818 | 410,042 |
TOTAL LIABILITIES | 6,207,123 | 11,271,197 |
STOCKHOLDERS’ EQUITY (DEFICIENCY) | ||
Preferred stock | 1 | 1 |
Common stock, $0.001 par value, 125,000,000 authorized as at September 30, 2021 and March 31, 2021, respectively. Issued and outstanding common shares: 47,409,594 and 36,124,964 as at September 30, 2021 and March 31, 2021, respectively, and exchangeable shares of 1,466,718 and 2,889,978 outstanding as at September 30, 2021 and March 31, 2021, respectively [Note 8] | 48,876 | 39,015 |
Shares to be issued (1,014,303 and 268,402 shares of common stock as at September 30, 2021 and March 31, 2021, respectively) [Note 8] | 3,130,926 | 280,960 |
Additional paid-in-capital | 84,893,876 | 56,298,726 |
Accumulated other comprehensive loss | (615,963) | (634,186) |
Accumulated deficit | (79,712,541) | (62,817,688) |
Total stockholders’ equity (deficiency) | 7,745,183 | (6,833,164) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | 13,952,306 | 4,438,033 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIENCY) | ||
Preferred stock | $ 8 | $ 8 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Mar. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 1 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 125,000,000 | 125,000,000 |
Common Stock, Shares, Outstanding | 47,409,594 | 36,124,964 |
Common Stock, Other Shares, Outstanding | 1,466,718 | 2,889,978 |
Shares Issued | 1,014,303 | 268,402 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000 | 20,000 |
Preferred Stock, Shares Outstanding | 8,045 | 8,145 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
REVENUE | $ 1,807,309 | $ 744,585 | $ 3,571,419 | $ 1,196,483 |
Cost of Revenue | 672,711 | 609,296 | 1,266,740 | 676,602 |
NET REVENUE | 1,134,598 | 135,289 | 2,304,679 | 519,881 |
EXPENSES | ||||
General and administrative expenses [Notes 7, 8 and 9] | 5,677,786 | 2,591,998 | 9,261,386 | 5,921,387 |
Research and development expenses | 625,638 | 402,340 | 1,214,635 | 826,223 |
TOTAL OPERATING EXPENSES | 6,303,424 | 2,994,338 | 10,476,021 | 6,764,610 |
Other (income)/expense [Note 8] | 816,929 | (9,608) | 836,362 | (16,967) |
Accretion and amortization expenses [Note 5] | 5,164,719 | 342,103 | 7,499,886 | 342,103 |
Change in fair value of derivative liabilities [Note 7] | (397,584) | (229,337) | (98,601) | (433,479) |
NET LOSS BEFORE INCOME TAXES | (10,752,890) | (2,962,207) | (16,408,989) | (6,119,386) |
Income taxes | ||||
NET LOSS BEFORE DIVIDENDS | (10,752,890) | (2,962,207) | (16,408,989) | (6,119,386) |
Less: Preferred Stock Dividends | 244,600 | 193,217 | 485,864 | 430,432 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKLHOLDERS | (10,997,490) | (3,155,424) | (16,894,853) | (6,549,818) |
Translation adjustment | 11,663 | (74,540) | 18,223 | (179,541) |
COMPREHENSIVE LOSS | $ (10,985,827) | $ (3,229,964) | $ (16,876,630) | $ (6,729,359) |
LOSS PER SHARE, BASIC AND DILUTED | $ (0.256) | $ (0.085) | $ (0.412) | $ (0.177) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 42,928,242 | 37,172,815 | 41,022,411 | 36,971,662 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Shares To Be Issued [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2020 | $ 9 | $ 36,382 | $ 169,490 | $ 44,015,397 | $ (857,307) | $ (46,364,364) | $ (3,000,393) |
Balance, shares at Mar. 31, 2020 | 7,831 | 36,381,831 | 178,750 | ||||
Issuance of preferred shares for private placement | 215,000 | 215,000 | |||||
Issuance of shares for private placement [Note 7], shares | 215 | ||||||
Derivative liabilities adjustment pursuant to issuance of preferred shares | (41,749) | (41,749) | |||||
Issuance of shares for services | $ 875 | $ 163,160 | 1,342,941 | 1,506,976 | |||
Issuance of shares for services [Note 7], shares | 874,500 | 136,250 | |||||
Exercise of warrants for cash | $ 67,941 | 67,941 | |||||
Exercise of warrants for cash [Note 7], shares | 97,500 | ||||||
Issuance of warrants for services | 100,195 | 100,195 | |||||
Stock based compensation - ESOP | 468,393 | 468,393 | |||||
Translation adjustment | (179,541) | (179,541) | |||||
Net loss before dividends for the period | (6,119,386) | (6,119,386) | |||||
Preferred stock dividends | (430,432) | (430,432) | |||||
Ending balance, value at Sep. 30, 2020 | $ 9 | $ 37,257 | $ 400,591 | 46,100,177 | (1,036,848) | (52,914,182) | (7,412,996) |
Balance, shares at Sep. 30, 2020 | 8,046 | 37,256,331 | 412,500 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 9 | $ 36,382 | $ 169,490 | 44,015,397 | (857,307) | (46,364,364) | (3,000,393) |
Balance, shares at Mar. 31, 2020 | 7,831 | 36,381,831 | 178,750 | ||||
Ending balance, value at Mar. 31, 2021 | $ 9 | $ 39,015 | $ 280,960 | 56,298,726 | (634,186) | (62,817,688) | (6,833,164) |
Balance, shares at Mar. 31, 2021 | 8,046 | 39,014,942 | 268,402 | ||||
Beginning balance, value at Jun. 30, 2020 | $ 9 | $ 37,173 | $ 22,194 | 45,676,539 | (962,308) | (49,758,758) | (4,985,151) |
Balance, shares at Jun. 30, 2020 | 8,046 | 37,172,831 | 25,000 | ||||
Issuance of shares for services | $ 84 | $ 310,456 | 132,682 | 443,222 | |||
Issuance of shares for services [Note 7], shares | 83,500 | 290,000 | |||||
Exercise of warrants for cash | $ 67,941 | 67,941 | |||||
Exercise of warrants for cash [Note 7], shares | 97,500 | ||||||
Issuance of warrants for services | 55,082 | 55,082 | |||||
Stock based compensation - ESOP | 235,874 | 235,874 | |||||
Translation adjustment | (74,540) | (74,540) | |||||
Net loss before dividends for the period | (2,962,207) | (2,962,207) | |||||
Preferred stock dividends | (193,217) | (193,217) | |||||
Ending balance, value at Sep. 30, 2020 | $ 9 | $ 37,257 | $ 400,591 | 46,100,177 | (1,036,848) | (52,914,182) | (7,412,996) |
Balance, shares at Sep. 30, 2020 | 8,046 | 37,256,331 | 412,500 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 9 | $ 39,015 | $ 280,960 | 56,298,726 | (634,186) | (62,817,688) | $ (6,833,164) |
Balance, shares at Mar. 31, 2021 | 8,046 | 39,014,942 | 268,402 | ||||
Issuance of shares for private placement [Note 7], shares | 100,236 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 9 | $ 39,317 | $ 1,511,462 | 57,192,182 | (627,626) | (68,715,051) | $ (10,599,707) |
Balance, shares at Jun. 30, 2021 | 8,046 | 39,316,782 | 633,412 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 9 | $ 39,015 | $ 280,960 | 56,298,726 | (634,186) | (62,817,688) | (6,833,164) |
Balance, shares at Mar. 31, 2021 | 8,046 | 39,014,942 | 268,402 | ||||
Issuance of preferred shares for private placement | $ 69 | 249,931 | 250,000 | ||||
Issuance of shares for private placement [Note 7], shares | 69,252 | ||||||
Issuance of preferred shares for private placement [Note 7 and 8] | 100,000 | 100,000 | |||||
Issuance of preferred shares for private placement [Note 8], shares | 100 | ||||||
Derivative liabilities adjustment pursuant to issuance of preferred shares | (17,084) | (17,084) | |||||
Issuance of shares from uplisting [Note 8] | $ 5,382 | 14,540,423 | 14,545,805 | ||||
Issuance of shares from uplisting [Note 7], shares | 5,382,331 | ||||||
Conversion of convertible notes into common shares [Note 8] | $ 3,849 | $ 2,528,987 | 12,117,134 | 14,649,970 | |||
Conversion of convertible notes into common shares [Note 7], shares | 3,848,688 | 602,059 | |||||
Issuance of shares for services | $ 182 | $ 255,979 | 568,433 | 824,594 | |||
Issuance of shares for services [Note 7], shares | 181,666 | 81,522 | |||||
Exercise of warrants for cash | $ 294 | $ 65,000 | 414,519 | 479,813 | |||
Exercise of warrants for cash [Note 7], shares | 294,253 | 61,320 | |||||
Issuance of warrants for services | 296,250 | 296,250 | |||||
Stock based compensation - ESOP | 325,629 | 325,629 | |||||
Cashless exercise of warrants [Note 8] | $ 85 | (85) | |||||
Cashless exercise of warrants, shares | 85,180 | ||||||
Translation adjustment | 18,223 | 18,223 | |||||
Net loss before dividends for the period | (16,408,989) | (16,408,989) | |||||
Preferred stock dividends | (485,864) | (485,864) | |||||
Ending balance, value at Sep. 30, 2021 | $ 9 | $ 48,876 | $ 3,130,926 | 84,893,876 | (615,963) | (79,712,541) | 7,745,183 |
Balance, shares at Sep. 30, 2021 | 8,146 | 48,876,312 | 1,014,303 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 9 | $ 39,317 | $ 1,511,462 | 57,192,182 | (627,626) | (68,715,051) | (10,599,707) |
Balance, shares at Jun. 30, 2021 | 8,046 | 39,316,782 | 633,412 | ||||
Issuance of preferred shares for private placement | $ 69 | 249,931 | 250,000 | ||||
Issuance of shares for private placement [Note 7], shares | 69,252 | ||||||
Issuance of preferred shares for private placement [Note 7 and 8] | 100,000 | 100,000 | |||||
Issuance of preferred shares for private placement [Note 8], shares | 100 | ||||||
Derivative liabilities adjustment pursuant to issuance of preferred shares | (17,084) | (17,084) | |||||
Issuance of shares from uplisting [Note 8] | $ 5,382 | 14,540,423 | 14,545,805 | ||||
Issuance of shares from uplisting [Note 7], shares | 5,382,331 | ||||||
Conversion of convertible notes into common shares [Note 8] | $ 3,647 | $ 1,338,485 | 11,637,575 | 12,979,707 | |||
Conversion of convertible notes into common shares [Note 7], shares | 3,647,084 | 274,785 | |||||
Issuance of shares for services | $ 182 | $ 255,979 | 568,433 | 824,594 | |||
Issuance of shares for services [Note 7], shares | 181,666 | 81,522 | |||||
Exercise of warrants for cash | $ 194 | $ 25,000 | 308,370 | 333,564 | |||
Exercise of warrants for cash [Note 7], shares | 194,017 | 23,584 | |||||
Issuance of warrants for services | 144,353 | 144,353 | |||||
Stock based compensation - ESOP | 169,778 | 169,778 | |||||
Cashless exercise of warrants [Note 8] | $ 85 | (85) | |||||
Cashless exercise of warrants, shares | 85,180 | ||||||
Translation adjustment | 11,663 | 11,663 | |||||
Net loss before dividends for the period | (10,752,890) | (10,752,890) | |||||
Preferred stock dividends | (244,600) | (244,600) | |||||
Ending balance, value at Sep. 30, 2021 | $ 9 | $ 48,876 | $ 3,130,926 | $ 84,893,876 | $ (615,963) | $ (79,712,541) | $ 7,745,183 |
Balance, shares at Sep. 30, 2021 | 8,146 | 48,876,312 | 1,014,303 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | $ (16,408,989) | $ (6,119,386) | |||
Adjustments to reconcile net loss to net cash used in operations | |||||
Stock based compensation | 325,629 | 468,393 | |||
Issuance of shares for services | 824,594 | 1,506,976 | |||
Issuance of warrants for services | 296,250 | 100,195 | |||
Accretion and amortization expenses | 7,499,886 | 342,103 | |||
Change in fair value of derivative liabilities | (98,601) | (433,479) | |||
Other expenses - Loss on debt conversion | 850,420 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable, net | (77,875) | (554,173) | |||
Inventory | 154,402 | (93,577) | |||
Deposits and other receivables | (164,082) | 5,755 | |||
Accounts payable and accrued liabilities | 877,745 | 247,919 | |||
Net cash used in operating activities | (5,920,621) | (4,529,274) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Issuance of common shares | 250,000 | ||||
Issuance of preferred shares | 100,000 | 215,000 | |||
Exercise of warrants for cash | $ 100,000 | $ 146,250 | 479,813 | 67,941 | |
Federally guaranteed loans | 499,900 | 1,570,900 | |||
Proceeds from (repayment to) short term loan and promissory notes, net | (110,220) | 44,000 | |||
Issuance of shares from uplisting | 14,545,805 | ||||
Issuance (net) of convertible debentures, net | 2,556,082 | ||||
Due to shareholders | |||||
Preferred Stock Dividend | (370,891) | (275,815) | |||
Net cash provided by financing activities | 15,394,407 | 4,178,108 | |||
Effect of foreign currency translation | 19,115 | (128,508) | |||
Net increase (decrease) in cash during the period | 9,473,786 | (351,166) | |||
Cash, beginning of period | $ 2,201,562 | 2,201,562 | 949,848 | $ 949,848 | |
Cash, end of period | $ 11,694,463 | $ 11,694,463 | $ 470,174 | $ 2,201,562 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Biotricity Inc. (formerly MetaSolutions, Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada and became a wholly-owned subsidiary of Biotricity through reverse take-over on February 2, 2016. Both the Company and iMedical are engaged in research and development activities within the remote monitoring segment of preventative care. They are focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted to building and commercializing an ecosystem of technologies that enable access to this market. |
BASIS OF PRESENTATION, MEASUREM
BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION | 6 Months Ended |
Sep. 30, 2021 | |
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 consolidated financial statements for the years ended March 31, 2021 and 2020 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 interim periods presented herein are not necessarily indicative of the results that may be expected for the year ending March 31, 2022. 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. Certain prior year amounts have been reclassified to conform to the current year’s presentation. Liquidity and Basis of Presentation The Company commenced commercializing its first product. It is concurrently in development mode, operating a research and development program in order to develop an ecosystem of medical technologies, and, where required or deemed advisable, obtain regulatory approvals for, and commercialize other proposed products. The Company launched its first commercial sales program as part of a limited market release, during the year ended March 31, 2019, using an experienced professional in-house sales team. A full market release ensued during the year ended March 31, 2020. Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity or debt capitalization of the Company. The Company has incurred recurring losses from operations, and as at September 30, 2021, has an accumulated deficit of $ 79,712,541 (March 31, 2021 - $ 62,817,688 ). On August 30, 2021, the Company completed an underwritten public offering of its common stock that concurrently facilitated its listing on the Nasdaq Capital Market. On September 30, 2021, the Company has a working capital surplus of $ 8,731,955 (March 31, 2021 – working capital deficiency of $ 6,168,700 . Prior to listing on the Nasdaq Capital Market, the Company had also filed a shelf Registration Statement on Form S-3 (No. 333-255544) with the Securities and Exchange Commission on April 27, 2021, which was declared effective on May 4, 2021. This facilitates better transactional preparedness when the Company seeks to issue equity or debt to potential investors, since it continues to allow the Company to offer its shares to investors only by means of a prospectus, including a prospectus supplement, which forms part of an effective registration statement. As such, the Company has developed and continues to pursue sources of funding that management believes will be sufficient to support the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for a period of one year from the date of these consolidated financial statements. During the fiscal year ended March 31, 2021, the Company closed a number of private placements offering of convertible notes, which have raised net cash proceeds of $ 11,375,690 . During the six months ended September 30, 2021, $ 9,836,500 of convertible notes issued during last fiscal year was converted into common shares. During the fiscal quarter ended June 30, 2021, the Company raised an additional $ 499,900 through government EIDL loan, and $ 250,000 through short term loans. During the fiscal quarter ended September 30, 2021, the Company raised a total net proceeds of $ 14,545,805 through the underwritten public offering that was concurrent with its listing onto the Nasdaq Capital Markets. 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. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. Due to the disruption of the COVID-19 crisis, the Company’s business activities might be subject to certain levels of adverse impact; to the date of the issuance of these condensed consolidated financial statements, the Company continues to assess the respective impact on its business, results of operations, financial position and cash flows, and will adjust its financial records, as required,when reliable estimates become available. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the 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 September 30, 2021 and 2020. 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 accounts payable and accrued liabilities. The Company’s cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 3, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Leases 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 liability, current, and lease liability, 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 do 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. Government loan Loans that were received from the federal government, which contain certain operating conditions and with terms of over twelve months, are recorded by the Company as long-term liabilities. Convertible Promissory Notes Payable and Derivative Instruments The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date is January 2023. In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections. This ASU amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. One of the changes in the ASU requires a presentation of changes in stockholders’ equity in the form of a reconciliation, either as a separate financial statement or in the notes to the financial statements, for the current and comparative year-to-date interim periods. The Company presented changes in stockholders’ equity as separate financial statements for the current and comparative year-to-date interim periods beginning on April 1, 2019. The additional elements of the ASU did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impacts of the provisions of ASU 2019-12 on its financial condition, results of operations, and cash flows. In March 2020, the FASB issued ASU No. 2030-20 Codification Improvements to Financial Instruments, An Amendment of the FASB Accounting Standards Codification: a) in ASU No. 2016-01, b) in Subtopic 820-10, c) for depository and lending institutions clarification in disclosure requirements, d) in Subtopic 470-50, e) in Subtopic 820-10, f) Interaction of Topic 842 and Topic 326, g) Interaction of the guidance in Topic 326 and Subtopic 860-20.The amendments in this Update represent changes to clarify or improve the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. For public business entities updates under the following paragraphs: a), b), d) and e) are effective upon issuance of this final update. The effective date for c) is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. The Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at 2021 As at 2021 Accounts payable 1,622,501 1,041,385 Accrued liabilities 1,068,076 1,478,739 Accounts payable and accrued liabilities 2,690,577 2,520,124 Accounts payable as at September 30, 2021, and March 31, 2021 include $ 220,898 and $ 182,995 , 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 AN
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS | 5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS a) The Company has issued various promissory notes and obtained several short term loans. The promissory notes and short-term loans 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. Warrants to purchase the Company’s shares of common stock were granted pursuant to the issuance of certain promissory notes. Management has evaluated the terms of these notes issued 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. During the year ended March 31, 2021, the Company raised additional $ 500,000 in promissory notes that were subject to the same terms of the notes previously issued. During the year ended March 31, 2021, the Company made repayment of the notes and short term loan in the amount of $ 908,082 , and one noteholder further paid the Company $ 67,941 to exercise warrants related to 97,500 shares of the Company’s common stock. During the year ended March 31, 2021, one noteholder converted a $ 100,000 note and $ 15,000 accrued interest into 115 Series A preferred shares. During the three months ended June 30, 2021, the Company raised additional $ 250,000 in short-term loans; this was repaid during the three months ended September 30, 2021. Similarly, during the three months ended September 30, 2021, while awaiting to complete the financing transaction that was part of the Company’s path towards achieving its listing onto the Nasdaq Capital Market, it drew on interim short-term financing of $ 576,000 As at September 30, 2021, the Company had promissory note outstanding of $ 550,000 (March 31, 2021 – $ 600,577 ). As at September 30, 2021, the Company also had short term loan of $ 1,000,000 (March 31, 2021 – $ 1,059,643 ) General and administrative expenses included financing charges and interest expense on the above notes of $ 215,260 and $ 226,480 for the three and six months ended September 30, 2021 (September 30, 2020, $ 109,699 and $ 147,155) respectively. (b) During the year ended March 31, 2021, the Company issued $ 11,275,500 (face value) in two series of convertible promissory notes (the “Series A Notes”) sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest at 12% per annum. For first series of Series A Notes, commencing six months following the Issuance Date, and at any time thereafter (provided the Holder has not received notice of the Company’s intent to prepay the note), at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Outstanding Balance”) could be converted into that number of shares of Common Stock equal to: (i) the Outstanding Balance divided by (ii) 75% of the volume weighted average price of the Common Stock for the 5 trading days prior to the Conversion Date (the conversion price). For the first series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest. For second series of Series A Notes, the notes could be converted into shares of common stock, at the option of the holder, commencing six months from issuance, at a conversion price equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date For the second series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,550 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes. Net proceeds to the Company from Series A Notes issuance up to March 31, 2021 amounted to $ 10,135,690 after payment of the relevant financing related fees. The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was struck at $ 1.06 per share. Prior to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features, investor warrants and placement agent warrants contained in those Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion and redemption features, as well as investor warrants and placement agent warrants. The initial fair value of the derivative liabilities generated as a result of issuing the Series A Notes was $ 6,932,194 (Note 7). Subsequently, the exercise price of all warrants was concluded and locked to $ 1.06 as of January 8, 2021. Since the exercise price was no longer a variable, the Company concluded that the noteholder and placement agent warrants should no longer be accounted for as a derivative liability in accordance with ASC 815 guidelines related to equity indexation and classification. The derivative liabilities related to those warrants were therefore marked to market as of January 8, 2021 and then transferred to equity (collectively, “End of warrants derivative treatment”) (Note 7 and Note 8). For the Series A Notes, The Company recognized debt issuance costs in the amount of $ 2,301,854 and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Notes. The Company also recognized initial debt discount in the amount of $ 8,088,003 and accreted the interest over the remaining lives of those Notes. At September 30, 2021, the Company recorded $ 66,871 of interest accruals for the Series A Notes. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering. During the year ended March 31, 2021, $ 739,000 (face value) of Series A Notes together with their respective unpaid interest were converted into 751,487 common shares, out of which 18,402 common shares were issued subsequent to year end. During the three months ended June 30, 2021, $ 1,157,500 (face value) of Series A Notes together with their respective unpaid interests were converted into 528,878 common shares, out of which 345,676 common shares were issued subsequent to June 30, 2021 (Note 8 c). During the three months ended September 30, 2021, $ 8,679,000 (face value) of Series A Notes together with their respective unpaid interests were converted into 3,085,399 common shares, out of which 908,197 were common shares that would be issued subsequent to September 30, 2021 (Note 8 c). In addition, during the year ended March 31, 2021, the Company also issued $ 1,312,500 (face value) of convertible promissory notes (“Series B Notes”) to various accredited investors. Commencing six months following the issuance date, and at any time thereafter, subject to the Company’s Conversion Buyout clause, at the sole election of the holder, any amount of the outstanding principal and accrued interest of the note (the “outstanding balance”) could be converted into that number of shares of Common Stock equal to: (i) the outstanding balance divided by (ii) the Conversion Price. Partial conversions of the note shall have the effect of lowering the outstanding principal amount of the note. The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice. The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest . The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3 -year term from date of issuance and an exercise price that is $ 1.06 per share for 100,000 warrant shares and $ 1.5 per share for 212,500 warrant shares. Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $ 1,240,000 after the original issuance discount as well as payment of the financing related fees. The Company determined that the conversion and redemption features contained in the Series B Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liability associated with the embedded conversion and redemption features. The initial fair value of the derivative liabilities generated as a result of issuing the Series B Notes was $ 497,042 (Note 7). The Company recognized debt issuance costs in the amount of $ 10,000 and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Series B Notes. The Company recognized initial debt discount in the amount of $ 1,312,500 and accreted the interest over the remaining lives of those notes. At September 30, 2021, the Company recorded $ 41,263 of interest accruals for the Series B Notes. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering. SCHEDULE OF CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS Total $ Year ended March 31, 2021 Face value of convertible notes issued 12,588,000 Debt discount (9,400,503 ) Debt issuance cost (2,311,854 ) Day 1 value of convertible notes issued 875,643 Accretion of debt discount 1,802,807 Amortization of debt issuance cost 678,348 Total accretion and amortization expenses 2,481,155 Conversion to common shares (Note 8) (739,000 ) Balance at March 31, 2021 2,617,798 Three months ended June 30, 2021 Accretion of debt discount 1,833,967 Amortization of debt issuance cost 501,200 Total accretion and amortization expenses 2,335,167 Conversion to common shares (Note 8) (1,157,500 ) Balance at June 30, 2021 3,795,465 Three months ended September 30, 2021 Accretion of debt discount 4,627,415 Amortization of debt issuance cost 537,304 Total accretion and amortization expenses 5,164,719 Conversion to common shares (Note 8) (8,679,000 ) Balance at September 30, 2021 281,184 General and administrative expenses include interest expense on the above debt instruments of $ 157,620 and $ 479,498 for the three and six months ended September 30, 2021 (September 30, 2020: $ 84,676 , $ 84,676 ), respectively. |
FEDERALLY GUARANTEED LOANS
FEDERALLY GUARANTEED LOANS | 6 Months Ended |
Sep. 30, 2021 | |
Federally Guaranteed Loans | |
FEDERALLY GUARANTEED LOANS | 6. FEDERALLY GUARANTEED LOANS Economic Injury Disaster Loan (“EIDL”) In April 2020, the Company received $ 370,900 from the U.S. Small Business Administration (SBA) under the captioned program. The loan has a term of 30 years and an interest rate of 3.75% , without the requirement for payment in its first 12 months. The Company may prepay the loan without penalty at will. In May 2021, the Company received an additional $ 499,900 from the SBA under the same terms. Payment Protection Program (“PPP”) Loan In May 2020, Biotricity received loan proceeds of $ 1,200,000 (the “PPP Loan”) under the Paycheck Protection Program established by the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The Company met the criteria for the loan forgiveness and applied for the loan forgiveness in March 2021. For the year ended March 31, 2021, the Company recognized the loan forgiveness as a reduction to payroll expense in the amount of $ 1,156,453 and a reduction to the rent expense of $ 43,547 . The loan forgiveness was granted by the SBA in May 2021. As at September 30, 2021, the balance of outstanding PPP loan is NIL (March 31, 2021: NIL). |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 7. DERIVATIVE LIABILITIES On December 19, 2019 and January 9, 2020, the Company issued 7,830 Series A preferred shares; 6,000 of these were issued for cash proceeds of $ 6,000,000 and 1,830 of these were issued on conversion of $ 1,830,000 of promissory notes that had previously been issued for cash proceeds in October 2019. On May 22, 2020, another 215 Series A preferred shares were issued as a result of a combined transaction that included the conversion of $ 100,000 in promissory notes (Note 5(a)) and $ 15,000 (Note 5(a)) in accrued interest for 115 preferred shares, as well as a purchase of 100 preferred shares for cash proceeds of $ 100,000 . During the three months ended September 30, 2021, an additional 100 Series A preferred shares were issued for cash proceeds of $ 100,000 (Note 8 c). 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 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities), 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, treated as a derivative liability, and measured at fair value. SCHEDULE OF DERIVATIVE LIABILITIES Total $ Derivative liabilities as at March 31, 2020 1,144,733 Derivative fair value at issuance during fiscal 2021 41,749 Change in fair value of derivatives (776,440 ) Derivative liabilities as at March 31, 2021 410,042 Change in fair value of derivatives during the period (203,525 ) Derivative liabilities as at June 30, 2021 206,517 Derivative fair value at issuance during three months ended September 30, 2021 17,084 Change in fair value of derivatives during the period (101,783 ) Derivative liabilities as at September 30, 2021 121,818 The lattice methodology was used to value the derivative components, using the following assumptions: SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS Assumptions Dividend yield 12 % Risk-free rate for term 0.40 % – 0.57 % Volatility 119.2 % - 104.4 % Remaining terms (Years) 2.34 to 4.00 Stock price ($ per share) $ 2.91 to $ 3.79 In addition, the Company recorded derivative liabilities related to the conversion and redemption features of the convertible notes, as well as warrants that were issued in connection with the convertible notes, during the year ended March 31, 2021 (Note 5(b)). As the warrant exercise price became final and locked, the derivative liabilities related to those warrants were marked to market and transferred to equity (Note 5(b)). Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity. SCHEDULE OF DERIVATIVE LIABILITIES Total $ For the year ended March 31, 2021 Derivative fair value at issuance Series A notes (Note 5(b)) 6,932,194 Series B notes (Note 5(b)) 497,042 7,429,236 Fair value change upon end of warrants derivative treatment (Note 5(b)) (82,444 ) Carrying amount of warrants transferred equity upon end of warrants derivative treatment (Note 5(b)) (3,937,664 ) Conversion to common shares (Note 5(b)) (225,284 ) Change in fair value of derivative liabilities 450,012 Balance at March 31, 2021 3,633,856 For the three months ended June 30, 2021 Conversion to common shares (Note 5(b)) (403,108 ) Change in fair value of derivative liabilities 502,508 Balance at June 30, 2021 3,733,256 For the three months ended September 30, 2021 Conversion to common shares (Note 5(b)) (2,744,711 ) Change in fair value of derivative liabilities (295,801 ) Balance at September 30, 2021 692,744 The monte-carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions: SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS Conversion and redemption features Risk-free rate for term (%) 0.11 - 0.20 Volatility (%) 75.2 – 111.3 Remaining terms (Years) 0.27 – 0.52 Stock price ($ per share) 2.91 – 3.79 |
STOCKHOLDERS_ EQUITY (DEFICIENC
STOCKHOLDERS’ EQUITY (DEFICIENCY) | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIENCY) | 8. STOCKHOLDERS’ EQUITY (DEFICIENCY) a) Authorized stock As at September 30, 2021, the Company is authorized to issue 125,000,000 (March 31, 2021 – 125,000,000 ) shares of common stock ($ 0.001 par value) and 10,000,000 (March 31, 2021 – 10,000,000 ) shares of preferred stock ($ 0.001 par value), 20,000 of which (March 31, 2021 – 20,000 ) are designated shares of Series A preferred stock ($ 0.001 par value). At September 30, 2021, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 48,876,312 (March 31, 2021 – 39,014,942 ); these were comprised of 47,409,594 (March 31, 2021 – 36,124,964 ) shares of common stock and 1,466,718 (March 31, 2021 – 2,889,978 ) exchangeable shares. There is currently one share of the Special Voting Preferred Stock issued and outstanding, held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement. The Company has also issued a Series A preferred stock, $ 0.001 par value; 20,000 shares have been designated as authorized (as at September 30 and March 31, 2021); 8,145 Series A preferred shares were issued and outstanding as at September 30 and March 31, 2021. b) Exchange Agreement On February 2, 2016, the Company was formed through reverse-take-over: ● 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, 2021 During the year ended March 31, 2021, the Company recorded preferred stock dividends for the Series A preferred stock in amount of $ 962,148 (2020 - $ 257,927 ) and made a payment in the amount of $ 602,969 (2020 - $ 180,000 ). During the year ended March 31, 2021, the Company issued 733,085 common shares in connection with conversion of convertible notes (Note 5(b)) not including another 18,402 that were to be issued subsequent to year end. The total amounts of convertible notes settled was $ 1,011,286 comprised of face value of convertible promissory notes in the amount of $ 739,000 (Note 5(b), carrying amount of conversion and redemption feature derived from notes in the amount of $ 225,284 and unpaid interest in the amount of $ 47,002 . The fair value of the shares issued and to be issued was determined based on the market price upon conversion and was in the amount of $ 1,076,561 and $ 38,460 respectively. The difference between amounts of notes settled and the fair value of common shares issued was $ 103,735 , which was recorded as a loss on conversion of convertible promissory notes in the statement of operations. During the year ended March 31, 2021, the Company issued 1,900,042 common shares in payment of services provided, as well as the exercise of warrants. During the year ended March 31, 2021, the Company also issued an aggregate of 898,084 shares of its common stock to investors as part of the one-for-one exchange of previously issued exchangeable shares into the Company’s Common Stock, which is a non-cash transaction. Share issuances during the six months ended September 30, 2021 During the three months ended June 30, 2021, the Company issued 183,202 common shares in connection with conversion of convertible notes (Note 5(b)), not including another 345,676 that were to be issued subsequent to June 30, 2021. The total amounts of convertible notes settled is in amount of $ 1,642,049 comprised of face value of convertible promissory notes with a face value of $ 1,157,500 (Note 5(b)), carrying amount of conversion and redemption feature derived from notes in amount of $ 403,108 and unpaid interest in the amount of $ 81,441 . The fair value of the shares issued and to be issued was determined based on the market price upon conversion and was in the amount of $ 479,760 and $ 1,190,502 respectively. The difference, that represented a loss on conversion, between amounts of notes settled and the fair value of common shares issued was in the amount of $ 28,213 and was recorded as other expenses in the condensed consolidated statement of operations. During the three months ended June 30, 2021, the Company also issued an aggregate of 1,423,260 shares of its common stock to investors as part of the one-for-one exchange of previously issued exchangeable shares into the Company’s Common Stock, which is a non-cash transaction. During the three months ended September 30, 2021, the Company issued 3,013,673 common shares in connection with conversion of convertible notes (Note 5(b)), and 908,197 shares to be issued subsequent to September 30, 2021. The total amount of debts settled was $ 12,157,500 , which consisted of face value of $ 8,679,000 (Note 5(b)), carrying amount of the conversion and redemption feature derived from notes in the amount of $ 2,744,711 and unpaid interest in the amount of $ 733,789 . The fair value of the shares issued and to be issued was determined based on the market price upon conversion and was in the amount of $ 11,641,222 and $ 1,338,485 respectively. The difference, between the amounts of notes settled and the fair value of common shares issued, which represents a loss on conversion, was in the amount of $ 822,207 and was recorded as other expenses in the condensed consolidated statement of operations. During the three months ended September 30, 2021, the Company issued 5,382,331 common shares in connection with the equity financing that was concurrent with its listing on the Nasdaq Capital Market, for total net cash proceeds of $ 14,545,805 . During the three months ended September 30, 2021, the Company issued 181,666 common shares for services received, with a fair value of $ 568,615 . During the three months ended September 30, 2021, The Company issued 69,252 common shares for cash proceeds of $ 250,000 , which were initially received as a promissory note, and paid through the issuance common shares within the same quarter. During three months ended June 30, 2021, the Company issued 100,236 146,250 During the three months ended September 30, 2021, t he Company issued 279,197 (cash exercise – 194,017; cashless exercise - 85,180) common shares in connection with warrant exercises, for a cash exercise proceeds of $ 308,564 . In addition, the Company issued 633,412 common shares in connection with shares that were to be issued at previous quarter end. During the three months ended September 30, 2021, an additional 100 Series A preferred shares were issued for cash proceeds of $ 100,000 17,804 d) Shares to be issued During the three months ended September 30, 2021, the Company issued 633,412 of previously to be issued shares, in connection with convertible note conversions. As of September 30, 2021, the Company has recognized its contractual obligations for 908,197 shares to be issued, in connection with conversions of convertible notes that took place in the quarter (Note 5(b)), with fair value of shares to be issued of $ 1,338,485 , determined based on the market price upon conversion. In addition, the Company recognized its contractual obligations for 81,522 shares to be issued for services received and 23,584 shares to be issued for warrant exercises request received but not yet processed as of quarter end. e) Warrant issuances and exercises Warrant exercises and issuances during the year ended March 31, 2021 During the year ended March 31, 2021, 97,500 warrants were exercised (2020 – nil) pursuant to receipt of exercise proceeds of $ 67,941 . (Note 5(a)) During the year ended March 31, 2021, the Company issued 449,583 warrants as compensation for advisor and consultant services which were fair valued. The vested portion of $ 275,801 788,806 warrants previously issued to an executive of the Company, in order to extend their term from 3 to 10 years in accord with the same term extension made to the options of all other Company employees in fiscal 2020. As part of this revision in terms, 288,806 of these same warrants, previously issued and expensed, were repriced to reflect current market conditions; the resulting increase in the fair value of these warrants of $ 464,971 was expensed to general and administrative expenses. In addition, the Company issued 1,065,857 warrants to brokers, and 5,631,132 warrants to convertible note holders, in connection with the convertible note issuance (Note 5(b)). The warrants’ fair value has been estimated using a monte-carlo model (Note 7), which were initially recorded as derivative liabilities, then recorded as equity upon the end of derivative treatment of such warrants (Note 5(b) and Note 7). During the three months ended June 30, 2021, 100,236 06,250 During the three months ended June 30, 2021, one warrant holder provided cash of $ 40,000 37,736 37,736 to be issued as at June 30, 2021. Total shares to be issued for warrant exercise requests received but not processed was 24,584 During the three months ended September 30, 2021, the Company issued 65,000 warrants as compensation for advisor and consultant services, including 50,000 warrants issued to an executive of the Company. The warrants were fair valued at $ 144,353 and their respective value recognized in general and administrative expenses, with a corresponding credit to additional paid-in capital. During the three months ended September 30, 2021, 194,017 of warrants previously issued on convertible notes were exercised for cash of $ 308,564 , recognized as a credit to common stock and additional paid in capital 194 308,370 During the three months ended September 30, 2021, as a result of cashless exercise of warrants that were previously issued on convertible notes, 85,180 common shares were issued and 1,000 During the three months ended September 30, 2021, one warrant holder paid cash of $ 25,000 to exercise 23,584 warrants, which led to 23,584 common shares to be issued as at September 30, 2021. During the three months ended September 30, 2021, the Company issued 373,404 900,371 August 26, 2026 3.75 0.77 111.9 Warrant issuances, exercises and expirations or cancellations during the three months ended September 30, 2021 and preceding periods resulted in warrants outstanding at the end of those respective periods as follows: SCHEDULE OF WARRANTS OUTSTANDING Broker Warrants Consultant Warrants Warrants Issued on Conversion of Convertible Notes Private Placement Warrants Total As at March 31, 2020 321,314 2,049,837 2,734,530 1,163,722 6,269,403 Less: Expired/cancelled (128,676 ) (271,365 ) (911,510 ) (1,163,722 ) (2,475,273 ) Less: Exercised (97,500 ) (97,500 ) Add: Issued 1,065,857 449,583 5,631,132 - 7,146,572 As at March 31, 2021 1,258,495 2,130,555 7,454,152 - 10,843,202 Less: Expired/cancelled - (93,750 ) - - (93,750 ) Less: Exercised - - (137,972 ) - (137,972 ) Add: Issued - 60,000 - - 60,000 As at June 30, 2021 1,258,495 2,096,805 7,316,180 - 10,671,480 Less: Expired/cancelled - (229,583 ) - - (229,583 ) Less: Exercised (153,560 ) - (193,097 ) - (346,657 ) Add: Issued 373,404 65,000 - - 438,404 As at September 30, 2021 1,478,339 1,932,222 7,123,083 - 10,533,644 Exercise Price $ 1.06 to $ 3.75 $ 0.48 to $ 7.59 $ 1.06 to $ 2.00 Expiration Date Dec 2021 to Jan 2031 Oct 2017 to Sep 2031 May 2022 to Feb 2024 f) Stock-based compensation On February 2, 2016, the Board of Directors of the Company approved the Company’s 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards. The Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan shall be equal to 3,750,000 shares; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 20% 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. Based on the 2016 Option Plan, the Company is authorized to issue employee options with a 10 -year term. On March 31, 2020, the Company’s Board of Directors approved the amendment of certain prior options grants, issued to current employees, previously issued with a 3 -year term, such that the respective options issued under these agreements would have their term extended to 10 years. The Company revalued these options using a lattice model with an expected life of 10 years, risk free rates of 0.46% to 0.75% , stock price of $ 0.974 and expected volatility of 132.2% , in order to recognize the additional expense associated with the longer term and recognized a one-time charge of $ 1,600,515 in share-based compensation, with a corresponding adjustment to adjusted paid in capital. During the year ended March 31, 2021, the Company granted 2,610,647 stock options with a weighted average remaining contractual life of 8.7 years. The Company recorded stock-based compensation of $ 790,535 in connection with ESOP 2016 Plan under general and administrative expenses with corresponding credit to additional paid in capital. During the three months ended June 30, 2021, the Company granted 170,532 9.3 155,851 232,519 During the three months ended September 30, 2021, the Company granted 174,426 of options with a weighted average remaining contractual life of 9.6 years. The Company recorded stock-based compensation of $ 169,778 in connection with ESOP 2016 Plan (September 30, 2020 - $ 229,647 ), under general and administrative expenses with corresponding credit to additional paid in capital. The following table summarizes the stock option activities of the Company to September 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITIES Number of options Weighted A verage exercise price ($) - - Granted 4,147,498 3.2306 Exercised - - Outstanding as of March 31, 2018 4,147,498 3.2306 Granted 270,521 1.8096 Exercised - - Outstanding as of March 31, 2019 4,418,019 3.1436 Granted 88,100 0.7763 Expired (112,509 ) 2.723 Outstanding as of March 31, 2020 4,393,610 3.1069 Granted 2,610,647 1.0072 Exercised - - Outstanding as of March 31, 2021 7,004,256 2.3268 Granted 170,532 1.7931 Exercised - - Outstanding as of June 30, 2021 7,174,788 2.3141 Granted 174,426 2.5579 Exercised - - Outstanding as of September 30, 2021 7,349,214 2.3199 The fair value of each option granted is estimated at the time of grant using the Black Scholes model using the following assumptions, for each of the respective fiscal year : SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS 2022 2021 2020 2019 Exercise price ($) 0.74 – 3.15 0.74 - 2.89 1.40 - 2.00 1.40 - 2.00 Risk free interest rate (%) 0.30 – 1.72 0.18 – 1.72 0.52 - 2.81 2.27 - 2.81 Expected term (Years) 2 .0 – 10 .0 2 .0 – 10 .0 2 .0- 3 .0 2 .0- 3 .0 Expected volatility (%) 106.6 – 129.9 106.8 – 129.9 97.8 - 141.1 97.8 - 141.1 Expected dividend yield (%) 0.00 0.00 0.00 0.00 Fair value of option ($) 0.59 – 2.60 0.72 - 1.72 0.76 0.588 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 0.00 |
LEASE
LEASE | 6 Months Ended |
Sep. 30, 2021 | |
Lease | |
LEASE | 9. LEASE 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. As of June 30, 2021, the previous lease term for the office ended. The operating lease obligation was fully paid and the operating lease right-of-use asset was fully amortized. During June 2021, the Company entered into a short-term lease for the leased premise at monthly base rent of $ 19,177 . The extended term is not to extend beyond Dec 31, 2021. No additional operating right-of-use asset was recognized as a result of this extension. The operating lease expense was $ 60,826 and $ 128,254 for the three and six months ended September 30, 2021, and was included in the general and administrative expenses. |
CONTINGENCIES
CONTINGENCIES | 6 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 10. CONTINGENCIES There are no unrecognized claims against the Company that were assessed as significant, which were outstanding as at September 30, 2021 and, consequently, no additional provision for such has been recognized in the consolidated financial statements during the three and six months then ended. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to November 4, 2021, the date the condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: During the period from October 1 to November 4, 2021, the Company received conversion notices and issued 120,740 common shares to a Series B convertible note holder who converted portions of notes with a combined face value of $ 262,500 131,522 331,500 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the 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 September 30, 2021 and 2020. |
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 accounts payable and accrued liabilities. The Company’s cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 3, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
Leases | Leases 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 liability, current, and lease liability, 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 do 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. |
Government loan | Government loan Loans that were received from the federal government, which contain certain operating conditions and with terms of over twelve months, are recorded by the Company as long-term liabilities. |
Convertible Promissory Notes Payable and Derivative Instruments | Convertible Promissory Notes Payable and Derivative Instruments The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date is January 2023. In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections. This ASU amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. One of the changes in the ASU requires a presentation of changes in stockholders’ equity in the form of a reconciliation, either as a separate financial statement or in the notes to the financial statements, for the current and comparative year-to-date interim periods. The Company presented changes in stockholders’ equity as separate financial statements for the current and comparative year-to-date interim periods beginning on April 1, 2019. The additional elements of the ASU did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impacts of the provisions of ASU 2019-12 on its financial condition, results of operations, and cash flows. In March 2020, the FASB issued ASU No. 2030-20 Codification Improvements to Financial Instruments, An Amendment of the FASB Accounting Standards Codification: a) in ASU No. 2016-01, b) in Subtopic 820-10, c) for depository and lending institutions clarification in disclosure requirements, d) in Subtopic 470-50, e) in Subtopic 820-10, f) Interaction of Topic 842 and Topic 326, g) Interaction of the guidance in Topic 326 and Subtopic 860-20.The amendments in this Update represent changes to clarify or improve the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. For public business entities updates under the following paragraphs: a), b), d) and e) are effective upon issuance of this final update. The effective date for c) is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. The Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at 2021 As at 2021 Accounts payable 1,622,501 1,041,385 Accrued liabilities 1,068,076 1,478,739 Accounts payable and accrued liabilities 2,690,577 2,520,124 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS | SCHEDULE OF CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS Total $ Year ended March 31, 2021 Face value of convertible notes issued 12,588,000 Debt discount (9,400,503 ) Debt issuance cost (2,311,854 ) Day 1 value of convertible notes issued 875,643 Accretion of debt discount 1,802,807 Amortization of debt issuance cost 678,348 Total accretion and amortization expenses 2,481,155 Conversion to common shares (Note 8) (739,000 ) Balance at March 31, 2021 2,617,798 Three months ended June 30, 2021 Accretion of debt discount 1,833,967 Amortization of debt issuance cost 501,200 Total accretion and amortization expenses 2,335,167 Conversion to common shares (Note 8) (1,157,500 ) Balance at June 30, 2021 3,795,465 Three months ended September 30, 2021 Accretion of debt discount 4,627,415 Amortization of debt issuance cost 537,304 Total accretion and amortization expenses 5,164,719 Conversion to common shares (Note 8) (8,679,000 ) Balance at September 30, 2021 281,184 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
SCHEDULE OF DERIVATIVE LIABILITIES | SCHEDULE OF DERIVATIVE LIABILITIES Total $ Derivative liabilities as at March 31, 2020 1,144,733 Derivative fair value at issuance during fiscal 2021 41,749 Change in fair value of derivatives (776,440 ) Derivative liabilities as at March 31, 2021 410,042 Change in fair value of derivatives during the period (203,525 ) Derivative liabilities as at June 30, 2021 206,517 Derivative fair value at issuance during three months ended September 30, 2021 17,084 Change in fair value of derivatives during the period (101,783 ) Derivative liabilities as at September 30, 2021 121,818 |
SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS | The lattice methodology was used to value the derivative components, using the following assumptions: SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS Assumptions Dividend yield 12 % Risk-free rate for term 0.40 % – 0.57 % Volatility 119.2 % - 104.4 % Remaining terms (Years) 2.34 to 4.00 Stock price ($ per share) $ 2.91 to $ 3.79 |
Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
SCHEDULE OF DERIVATIVE LIABILITIES | SCHEDULE OF DERIVATIVE LIABILITIES Total $ For the year ended March 31, 2021 Derivative fair value at issuance Series A notes (Note 5(b)) 6,932,194 Series B notes (Note 5(b)) 497,042 7,429,236 Fair value change upon end of warrants derivative treatment (Note 5(b)) (82,444 ) Carrying amount of warrants transferred equity upon end of warrants derivative treatment (Note 5(b)) (3,937,664 ) Conversion to common shares (Note 5(b)) (225,284 ) Change in fair value of derivative liabilities 450,012 Balance at March 31, 2021 3,633,856 For the three months ended June 30, 2021 Conversion to common shares (Note 5(b)) (403,108 ) Change in fair value of derivative liabilities 502,508 Balance at June 30, 2021 3,733,256 For the three months ended September 30, 2021 Conversion to common shares (Note 5(b)) (2,744,711 ) Change in fair value of derivative liabilities (295,801 ) Balance at September 30, 2021 692,744 |
SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS | The monte-carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions: SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS Conversion and redemption features Risk-free rate for term (%) 0.11 - 0.20 Volatility (%) 75.2 – 111.3 Remaining terms (Years) 0.27 – 0.52 Stock price ($ per share) 2.91 – 3.79 |
STOCKHOLDERS_ EQUITY (DEFICIE_2
STOCKHOLDERS’ EQUITY (DEFICIENCY) (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS OUTSTANDING | Warrant issuances, exercises and expirations or cancellations during the three months ended September 30, 2021 and preceding periods resulted in warrants outstanding at the end of those respective periods as follows: SCHEDULE OF WARRANTS OUTSTANDING Broker Warrants Consultant Warrants Warrants Issued on Conversion of Convertible Notes Private Placement Warrants Total As at March 31, 2020 321,314 2,049,837 2,734,530 1,163,722 6,269,403 Less: Expired/cancelled (128,676 ) (271,365 ) (911,510 ) (1,163,722 ) (2,475,273 ) Less: Exercised (97,500 ) (97,500 ) Add: Issued 1,065,857 449,583 5,631,132 - 7,146,572 As at March 31, 2021 1,258,495 2,130,555 7,454,152 - 10,843,202 Less: Expired/cancelled - (93,750 ) - - (93,750 ) Less: Exercised - - (137,972 ) - (137,972 ) Add: Issued - 60,000 - - 60,000 As at June 30, 2021 1,258,495 2,096,805 7,316,180 - 10,671,480 Less: Expired/cancelled - (229,583 ) - - (229,583 ) Less: Exercised (153,560 ) - (193,097 ) - (346,657 ) Add: Issued 373,404 65,000 - - 438,404 As at September 30, 2021 1,478,339 1,932,222 7,123,083 - 10,533,644 Exercise Price $ 1.06 to $ 3.75 $ 0.48 to $ 7.59 $ 1.06 to $ 2.00 Expiration Date Dec 2021 to Jan 2031 Oct 2017 to Sep 2031 May 2022 to Feb 2024 |
SCHEDULE OF STOCK OPTION ACTIVITIES | The following table summarizes the stock option activities of the Company to September 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITIES Number of options Weighted A verage exercise price ($) - - Granted 4,147,498 3.2306 Exercised - - Outstanding as of March 31, 2018 4,147,498 3.2306 Granted 270,521 1.8096 Exercised - - Outstanding as of March 31, 2019 4,418,019 3.1436 Granted 88,100 0.7763 Expired (112,509 ) 2.723 Outstanding as of March 31, 2020 4,393,610 3.1069 Granted 2,610,647 1.0072 Exercised - - Outstanding as of March 31, 2021 7,004,256 2.3268 Granted 170,532 1.7931 Exercised - - Outstanding as of June 30, 2021 7,174,788 2.3141 Granted 174,426 2.5579 Exercised - - Outstanding as of September 30, 2021 7,349,214 2.3199 |
SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS | The fair value of each option granted is estimated at the time of grant using the Black Scholes model using the following assumptions, for each of the respective fiscal year : SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS 2022 2021 2020 2019 Exercise price ($) 0.74 – 3.15 0.74 - 2.89 1.40 - 2.00 1.40 - 2.00 Risk free interest rate (%) 0.30 – 1.72 0.18 – 1.72 0.52 - 2.81 2.27 - 2.81 Expected term (Years) 2 .0 – 10 .0 2 .0 – 10 .0 2 .0- 3 .0 2 .0- 3 .0 Expected volatility (%) 106.6 – 129.9 106.8 – 129.9 97.8 - 141.1 97.8 - 141.1 Expected dividend yield (%) 0.00 0.00 0.00 0.00 Fair value of option ($) 0.59 – 2.60 0.72 - 1.72 0.76 0.588 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 0.00 |
BASIS OF PRESENTATION, MEASUR_2
BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Short-term Debt [Line Items] | ||||
Retained Earnings (Accumulated Deficit) | $ 79,712,541 | $ 62,817,688 | ||
Working capital deficit | 8,731,955 | 6,168,700 | ||
Proceeds from Issuance of Private Placement | $ 11,375,690 | |||
Debt Conversion, Converted Instrument, Amount | 9,836,500 | $ 1,157,500 | ||
Proceeds from Issuance of Debt | $ 14,545,805 | |||
Economic Injury Disaster Loan [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Issuance of Debt | $ 499,900 | |||
Promissory Note And Other Net Short Term Funding [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Issuance of Debt | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Sep. 30, 2020shares | |
Accounting Policies [Abstract] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,622,501 | $ 1,041,385 |
Accrued liabilities | 1,068,076 | 1,478,739 |
Accounts payable and accrued liabilities | $ 2,690,577 | $ 2,520,124 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 220,898 | $ 182,995 |
SCHEDULE OF CONVERTIBLE PROMISS
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |||
Face value of Series A and Series B Notes issued | $ 12,588,000 | ||
Debt discount | (9,400,503) | ||
Debt issuance costs | (2,311,854) | ||
Day 1 value of convertible notes issued | 875,643 | ||
Accretion of debt discount | $ 4,627,415 | $ 1,833,967 | 1,802,807 |
Amortization of Debt Discount (Premium) | 537,304 | 501,200 | 678,348 |
Total accretion and amortization expenses | 5,164,719 | 2,335,167 | 2,481,155 |
Conversion to common shares (Note 8) | (8,679,000) | (1,157,500) | (739,000) |
Balance at June 30, 2021 | $ 281,184 | $ 3,795,465 | $ 2,617,798 |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
May 22, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Jan. 08, 2021 | |
Short-term Debt [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 9,836,500 | $ 1,157,500 | |||||||
Debt Instrument, Face Amount | $ 12,588,000 | ||||||||
General and Administrative Expense | $ 5,677,786 | $ 2,591,998 | 9,261,386 | $ 5,921,387 | |||||
Proceeds from Issuance of Debt | $ 14,545,805 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.06 | ||||||||
Debt Instrument, Unamortized Discount | 9,400,503 | ||||||||
Conversion Notice [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Conversion, Description | The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice. | ||||||||
Common Stock [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,647,084 | 3,848,688 | |||||||
Warrant [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,000 | ||||||||
Interest Expense [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
General and Administrative Expense | $ 215,260 | 109,699 | $ 226,480 | 147,155 | |||||
General And Administrative Expenses [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
General and Administrative Expense | 157,620 | $ 84,676 | 479,498 | $ 84,676 | |||||
Series A Preferred Stock [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 100,000 | $ 100,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 115 | 115 | |||||||
Note Holder One [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Stock issued during period warrants exercise | $ 67,941 | ||||||||
Stock issued during period warrants subscribe shares | 97,500 | ||||||||
Note Holder One [Member] | Series A Preferred Stock [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Interest Payable | $ 15,000 | ||||||||
Promissory Note [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Warrants and Rights Outstanding, Term | 1 year | ||||||||
Proceeds from Short-term Debt | $ 500,000 | ||||||||
Repayments of Short-term Debt | 908,082 | ||||||||
Debt Instrument, Face Amount | 550,000 | 550,000 | $ 600,577 | ||||||
Promissory Note [Member] | Minimum [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||
Promissory Note [Member] | Maximum [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||
Promissory Note And Other Net Short Term Funding [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Proceeds from Short-term Debt | $ 250,000 | ||||||||
Repayments of Short-term Debt | 576,000 | ||||||||
Proceeds from Issuance of Debt | $ 250,000 | ||||||||
Short Term Loan [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Face Amount | 1,000,000 | 1,000,000 | $ 1,059,643 | ||||||
Series A Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||
Interest Payable | 66,871 | $ 66,871 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 528,878 | ||||||||
Debt Instrument, Face Amount | 8,679,000 | $ 8,679,000 | $ 739,000 | ||||||
Proceeds from Issuance of Debt | $ 11,275,500 | ||||||||
Debt Conversion, Description | the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest. | ||||||||
Placement Fees Description | The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,550 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes. | ||||||||
Net proceeds from convertible notes | $ 10,135,690 | ||||||||
Debt Instrument, Unamortized Discount | $ 2,301,854 | $ 2,301,854 | |||||||
Payments of Debt Issuance Costs | $ 8,088,003 | ||||||||
Number of shares issued for unpaid interest | 751,487 | ||||||||
Number of shares to be issued | 18,402 | ||||||||
Debt conversion converted instrument shares outstanding | 908,197 | ||||||||
Series A Notes [Member] | Common Stock [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,085,399 | ||||||||
Series A Notes [Member] | Placement Agent [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Placement Fees Description | The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. | ||||||||
Warrant [Member] | Placement Agent [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Placement Fees Description | The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was struck at $ | ||||||||
Series B Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Interest Payable | $ 41,263 | $ 41,263 | |||||||
Proceeds from Issuance of Debt | $ 1,312,500 | ||||||||
Net proceeds from convertible notes | 1,240,000 | ||||||||
Derivative Liability | $ 6,932,194 | $ 6,932,194 | 497,042 | ||||||
Debt Instrument, Unamortized Discount | 1,312,500 | ||||||||
Payments of Debt Issuance Costs | $ 10,000 | ||||||||
Series B Notes [Member] | Warrant [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Warrants and Rights Outstanding, Term | 3 years | 3 years | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.06 | $ 1.06 | |||||||
Class of Warrant or Right, Outstanding | 100,000 | 100,000 | |||||||
Series B Notes [Member] | Warrants One [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.5 | $ 1.5 | |||||||
Class of Warrant or Right, Outstanding | 212,500 | 212,500 | |||||||
Convertible Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 908,197 | 345,676 | |||||||
Second Series A Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Conversion, Description | The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest |
FEDERALLY GUARANTEED LOANS (Det
FEDERALLY GUARANTEED LOANS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 31, 2020 | Apr. 30, 2020 | Mar. 31, 2021 | Sep. 30, 2021 | May 31, 2021 | Sep. 30, 2020 | |
Short-term Debt [Line Items] | ||||||
Additional Paid in Capital | $ 56,298,726 | $ 84,893,876 | $ 229,647 | |||
Debt Instrument, Decrease, Forgiveness | 1,156,453 | |||||
Rent reduction expense | $ 43,547 | |||||
US Small Business Administration [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Additional Paid in Capital | $ 499,900 | |||||
Captioned Program Program [Member] | US Small Business Administration [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Proceeds from Loans | $ 370,900 | |||||
Description debt instrument term | The loan has a term of | |||||
Debt Instrument, Term | 30 years | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||||
Payment Protection Program [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Proceeds from Loans | $ 1,200,000 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Short-term Debt [Line Items] | |||||
Derivative liabilities, beginning balance | $ 206,517 | $ 410,042 | $ 410,042 | $ 1,144,733 | |
Derivative fair value at issuance during fiscal 2021 | 17,084 | 41,749 | |||
Change in fair value of derivatives | (101,783) | (203,525) | (776,440) | ||
Derivative liabilities, ending balance | 121,818 | 206,517 | 121,818 | $ 206,517 | 410,042 |
Carrying amount of warrants transferred equity upon end of warrants derivative treatment (Note 5(b)) | (9,836,500) | (1,157,500) | |||
Conversion to common shares (Note 5(b)) | 8,679,000 | 1,157,500 | 739,000 | ||
Change in fair value of derivatives | 101,783 | 203,525 | 776,440 | ||
Convertible Debt [Member] | |||||
Short-term Debt [Line Items] | |||||
Derivative liabilities, beginning balance | 3,733,256 | 3,633,856 | 3,633,856 | ||
Derivative fair value at issuance during fiscal 2021 | 7,429,236 | ||||
Change in fair value of derivatives | 295,801 | (502,508) | (450,012) | ||
Derivative liabilities, ending balance | 692,744 | 3,733,256 | $ 692,744 | $ 3,733,256 | 3,633,856 |
Fair value change upon end of warrants derivative treatment (Note 5(b)) | (82,444) | ||||
Carrying amount of warrants transferred equity upon end of warrants derivative treatment (Note 5(b)) | (3,937,664) | ||||
Conversion to common shares (Note 5(b)) | (2,744,711) | (403,108) | (225,284) | ||
Change in fair value of derivatives | $ (295,801) | $ 502,508 | 450,012 | ||
Series A [Member] | Convertible Debt [Member] | |||||
Short-term Debt [Line Items] | |||||
Derivative fair value at issuance during fiscal 2021 | 6,932,194 | ||||
Series B [Member] | Convertible Debt [Member] | |||||
Short-term Debt [Line Items] | |||||
Derivative fair value at issuance during fiscal 2021 | $ 497,042 |
SCHEDULE OF DERIVATIVE COMPONEN
SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS (Details) | 6 Months Ended |
Sep. 30, 2021$ / shares | |
Minimum [Member] | |
Derivative [Line Items] | |
Stock price | $ 2.91 |
Minimum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Stock price | 2.91 |
Maximum [Member] | |
Derivative [Line Items] | |
Stock price | 3.79 |
Maximum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Stock price | $ 3.79 |
Measurement Input, Expected Dividend Rate [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 12 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 0.40 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 0.11 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 0.57 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 0.20 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 119.2 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 75.2 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 104.4 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 111.3 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 2 years 4 months 2 days |
Measurement Input, Expected Term [Member] | Minimum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 3 months 7 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 4 years |
Measurement Input, Expected Term [Member] | Maximum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 6 months 7 days |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 22, 2020 | Jan. 09, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Stock Issued During Period, Shares, New Issues | 100,236 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 9,836,500 | $ 1,157,500 | |||||
Promissory Notes [Member] | |||||||
Conversion of Stock, Shares Issued | 1,830 | ||||||
Proceeds from convertible notes payable | $ 1,830,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Preferred Stock, Shares Issued | 215 | 7,830 | |||||
Stock Issued During Period, Shares, New Issues | 100 | 6,000 | 100 | ||||
Proceeds from preferred stock | $ 100,000 | $ 6,000,000 | $ 100,000 | ||||
Debt Conversion, Converted Instrument, Amount | 100,000 | $ 100,000 | |||||
Interest Receivable | $ 15,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 115 | 115 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Jan. 08, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants outstanding, Opening balance | 10,671,480 | 10,843,202 | 10,843,202 | 6,269,403 | |
Warrants outstanding, Expired/cancelled | (229,583) | (93,750) | (2,475,273) | ||
Warrants outstanding, Exercised | (346,657) | (137,972) | (97,500) | ||
Warrants outstanding, Issued | 438,404 | 60,000 | 7,146,572 | ||
Warrants outstanding, Ending balance | 10,533,644 | 10,671,480 | 10,533,644 | 10,843,202 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.06 | ||||
Broker Warrants [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants outstanding, Opening balance | 1,258,495 | 1,258,495 | 1,258,495 | 321,314 | |
Warrants outstanding, Expired/cancelled | (128,676) | ||||
Warrants outstanding, Exercised | (153,560) | ||||
Warrants outstanding, Issued | 373,404 | 1,065,857 | |||
Warrants outstanding, Ending balance | 1,478,339 | 1,258,495 | 1,478,339 | 1,258,495 | |
Warrant or Right, Reason for Issuance, Description | Dec 2021 to Jan 2031 | ||||
Broker Warrants [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.06 | $ 1.06 | |||
Broker Warrants [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.75 | $ 3.75 | |||
Consultant Warrants [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants outstanding, Opening balance | 2,096,805 | 2,130,555 | 2,130,555 | 2,049,837 | |
Warrants outstanding, Expired/cancelled | (229,583) | (93,750) | (271,365) | ||
Warrants outstanding, Exercised | (97,500) | ||||
Warrants outstanding, Issued | 65,000 | 60,000 | 449,583 | ||
Warrants outstanding, Ending balance | 1,932,222 | 2,096,805 | 1,932,222 | 2,130,555 | |
Warrant or Right, Reason for Issuance, Description | Oct 2017 to Sep 2031 | ||||
Consultant Warrants [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.48 | $ 0.48 | |||
Consultant Warrants [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.59 | $ 7.59 | |||
Warrants Issued on Conversion of Convertible Notes [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants outstanding, Opening balance | 7,316,180 | 7,454,152 | 7,454,152 | 2,734,530 | |
Warrants outstanding, Expired/cancelled | (911,510) | ||||
Warrants outstanding, Exercised | (193,097) | (137,972) | |||
Warrants outstanding, Issued | 5,631,132 | ||||
Warrants outstanding, Ending balance | 7,123,083 | 7,316,180 | 7,123,083 | 7,454,152 | |
Warrant or Right, Reason for Issuance, Description | May 2022 to Feb 2024 | ||||
Private Placement Warrants [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants outstanding, Opening balance | 1,163,722 | ||||
Warrants outstanding, Expired/cancelled | (1,163,722) | ||||
Warrants outstanding, Exercised | |||||
Warrants outstanding, Issued | |||||
Warrants outstanding, Ending balance | |||||
Warrants Issued on Conversion of Convertible Notes [Member] [Default Label] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.06 | $ 1.06 | |||
Warrants Issued on Conversion of Convertible Notes [Member] [Default Label] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | $ 2 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITIES (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||||||
Number of options outstanding, Beginning balance | 7,174,788 | 7,004,256 | 4,393,610 | 4,418,019 | 4,147,498 | |
Weighted average exercise price, Beginning balance | $ 2.3141 | $ 2.3268 | $ 3.1069 | $ 3.1436 | $ 3.2306 | |
Number of options outstanding, Granted | 174,426 | 170,532 | 2,610,647 | 88,100 | 270,521 | 4,147,498 |
Weighted average exercise price, Granted | $ 1.7931 | $ 1.0072 | $ 0.7763 | $ 1.8096 | $ 3.2306 | |
Number of options outstanding, Exercised | ||||||
Weighted average exercise price, Exercised | ||||||
Number of options outstanding, Expired | (112,509) | |||||
Weighted average exercise price, Expired | $ 2.723 | |||||
Number of options outstanding, Ending balance | 7,349,214 | 7,174,788 | 7,004,256 | 4,393,610 | 4,418,019 | 4,147,498 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |
2022 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.30% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.72% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 106.60% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 129.90% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Expected forfeiture (attrition) rate | 0.00% | |
2022 [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.74 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | |
Share Price | $ 0.59 | |
2022 [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 3.15 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |
Share Price | $ 2.60 | |
2021 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.18% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.72% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 106.80% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 129.90% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Expected forfeiture (attrition) rate | 0.00% | |
2021 [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.74 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | |
Share Price | $ 0.72 | |
2021 [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 2.89 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |
Share Price | $ 1.72 | |
2020 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.52% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.81% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 97.80% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 141.10% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Share Price | $ 0.76 | |
Expected forfeiture (attrition) rate | 0.00% | |
2020 [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 1.40 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | |
2020 [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | |
2019 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 2.27% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.81% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 97.80% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 141.10% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Share Price | $ 0.588 | |
Expected forfeiture (attrition) rate | 0.00% | |
2019 [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 1.40 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | |
2019 [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years |
STOCKHOLDERS_ EQUITY (DEFICIE_3
STOCKHOLDERS’ EQUITY (DEFICIENCY) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
May 22, 2020 | Mar. 31, 2020 | Jan. 09, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 08, 2021 | Dec. 31, 2020 | Feb. 02, 2016 | |
Class of Stock [Line Items] | ||||||||||||||||
Common Stock, Shares Authorized | 125,000,000 | 125,000,000 | 125,000,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||
Number of shares issued | 100,236 | |||||||||||||||
Common Stock, Shares, Issued | 47,409,594 | 47,409,594 | 36,124,964 | |||||||||||||
Common Stock, Other Shares, Outstanding | 1,466,718 | 1,466,718 | 2,889,978 | |||||||||||||
Preferred Stock, Shares Outstanding | 1 | 1 | ||||||||||||||
Number of stock issued during the period convertible, shares | 3,013,673 | 183,202 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 250,000 | $ 250,000 | $ 215,000 | |||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 1,900,042 | |||||||||||||||
Proceeds from Issuance of Common Stock | 250,000 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | 824,594 | $ 443,222 | 824,594 | 1,506,976 | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 12,979,707 | 14,649,970 | ||||||||||||||
Proceeds from warrant exercises | 100,000 | $ 146,250 | 479,813 | 67,941 | ||||||||||||
Stock issued convertible debt | 17,804 | |||||||||||||||
Additional paid in capital | $ 84,893,876 | $ 229,647 | 84,893,876 | 229,647 | $ 56,298,726 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.06 | |||||||||||||||
Number of shares grants in period | 174,426 | 170,532 | 2,610,647 | 88,100 | 270,521 | 4,147,498 | ||||||||||
Share based compensation, amount | $ 325,629 | 468,393 | ||||||||||||||
Employee [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares available for grant | 170,532 | 170,532 | ||||||||||||||
Remaining contractual term | 9 years 3 months 18 days | |||||||||||||||
2016 Equity Incentive Plan [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares authorized | 3,750,000 | |||||||||||||||
Remaining contractual term | 9 years 7 months 6 days | 8 years 8 months 12 days | ||||||||||||||
Share Price | $ 0.974 | $ 0.974 | ||||||||||||||
Number of shares grants in period | 174,426 | 2,610,647 | ||||||||||||||
Share based compensation, amount | $ 169,778 | $ 155,851 | $ 232,519 | $ 790,535 | ||||||||||||
Minimum [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | |||||||||||||||
Minimum [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | |||||||||||||||
Risk-free interest rate | 0.46% | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |||||||||||||||
Maximum [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |||||||||||||||
Risk-free interest rate | 0.75% | |||||||||||||||
Uplisting Public Stock Offering [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 5,382,331 | 633,412 | ||||||||||||||
Number of issuance conversion convertible Securities | 69,252 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ 14,545,805 | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 181,666 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 568,615 | |||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 250,000 | |||||||||||||||
Proceeds from warrant exercises | $ 308,564 | |||||||||||||||
Stock issued during period shares warrants exercised | 279,197 | |||||||||||||||
Series A Notes [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of stock issued during the period convertible, shares | 733,085 | |||||||||||||||
Convertible Notes [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Repayments of Debt | $ 1,338,485 | 1,190,502 | $ 38,460 | |||||||||||||
Convertible Notes Payable | 8,679,000 | 1,157,500 | $ 8,679,000 | 739,000 | ||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 2,744,711 | 403,108 | 225,284 | |||||||||||||
Unpaid interest amount | 733,789 | 81,441 | 47,002 | |||||||||||||
Conversion of Stock, Amount Issued | $ 11,641,222 | $ 479,760 | 1,076,561 | |||||||||||||
Number of issuance conversion convertible Securities | 908,197 | 345,676 | ||||||||||||||
One Warrant Holder [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of warrant issued | 23,584 | 23,584 | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 100,236 | |||||||||||||||
Number of issuance conversion convertible Securities | 1,000 | |||||||||||||||
Proceeds from warrant exercises | $ 67,941 | |||||||||||||||
Number of warrant issued | 97,500 | |||||||||||||||
Additional paid in capital | $ 194 | $ 194 | $ 308,370 | |||||||||||||
Warrant [Member] | Convertible Notes [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 6,250 | |||||||||||||||
Warrant [Member] | One Warrant Holder [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of warrant issued | 37,736 | 37,736 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 69,252 | 69,252 | ||||||||||||||
Common Stock, Shares, Issued | 1,423,260 | 898,084 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 69 | $ 69 | ||||||||||||||
Number of issuance conversion convertible Securities | 3,647,084 | 3,848,688 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 181,666 | 83,500 | 181,666 | 874,500 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 182 | $ 84 | $ 182 | $ 875 | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 3,647 | $ 3,849 | ||||||||||||||
Stock issued during period shares warrants exercised | 194,017 | 294,253 | ||||||||||||||
Common Stock [Member] | Convertible Notes [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 822,207 | $ 28,213 | $ 103,735 | |||||||||||||
Issuance of Common Shares [Member] | Advisor [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 633,412 | 18,402 | ||||||||||||||
Repayments of Debt | $ 12,157,500 | $ 1,642,049 | $ 1,011,286 | |||||||||||||
Number of issuance conversion convertible Securities | 908,197 | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 81,522 | |||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 1,338,485 | |||||||||||||||
Stock issued during period shares warrants exercised | 23,584 | |||||||||||||||
Exchange Agreement [Member] | 11% Secured Convertible Promissory Notes [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion of Stock, Description | 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 | |||||||||||||||
Discount percentage for purchase price per shares | 25.00% | |||||||||||||||
Exchange Agreement [Member] | Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock exchange description | 1.197 shares of the common stock of the Company for each warrant, with an inverse adjustment to the exercise price of the warrants to reflect the exchange ratio of approximately 1.197:1 | |||||||||||||||
Exchange Agreement [Member] | Advisor Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock exchange description | 1.197 shares of the common stock of the Company for each advisor warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1 | |||||||||||||||
Exchange Agreement [Member] | Options [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
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; | |||||||||||||||
Shareholders [Member] | Exchange Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 48,876,312 | 39,014,942 | ||||||||||||||
Common stock exchange description | 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 | |||||||||||||||
Exchangeco [Member] | Exchange Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock exchange description | 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; | |||||||||||||||
Advisor and Consultant [Member] | Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 65,000 | 449,583 | ||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 275,801 | |||||||||||||||
Warrants issued | 50,000 | |||||||||||||||
Fair Value Adjustment of Warrants | $ 144,353 | |||||||||||||||
Advisor and Consultant [Member] | Warrant [Member] | Convertible Notes [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of warrant issued | 194,017 | 194,017 | ||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 308,564 | |||||||||||||||
Class of Warrant or Right, Outstanding | 85,180 | 85,180 | ||||||||||||||
Chief Financial Officer [Member] | Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants issued | 788,806 | 288,806 | ||||||||||||||
Fair Value Adjustment of Warrants | $ 464,971 | |||||||||||||||
Brokers [Member] | Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of warrant issued | 1,065,857 | |||||||||||||||
Convertible Noteholders [Member] | Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of warrant issued | 5,631,132 | |||||||||||||||
One Warrant Holder [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Proceeds from Issuance of Warrants | $ 25,000 | |||||||||||||||
Shares to be issued during the period for warrant exercise | 23,584 | |||||||||||||||
One Warrant Holder [Member] | Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Proceeds from Issuance of Warrants | $ 24,584 | $ 40,000 | ||||||||||||||
Shares to be issued during the period for warrant exercise | 37,736 | |||||||||||||||
Underwriter [Member] | Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of warrant issued | 373,404 | 373,404 | ||||||||||||||
Warrant outstanding | $ 900,371 | $ 900,371 | ||||||||||||||
Warrant or Right, Reason for Issuance, Description | August 26, 2026 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.75 | $ 3.75 | ||||||||||||||
Risk-free interest rate | 0.77% | |||||||||||||||
Expected volatility rate | 111.90% | |||||||||||||||
Board of Director [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 1,600,515 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |||||||||||||||
Remaining contractual term | 10 years | |||||||||||||||
Volatility rate | 132.20% | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred Stock, Shares Authorized | 20,000 | 20,000 | 20,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Number of shares issued | 100 | 6,000 | 100 | |||||||||||||
Preferred Stock, Shares Outstanding | 8,045 | 8,045 | 8,145 | |||||||||||||
Dividends, Preferred Stock | $ 962,148 | $ 257,927 | ||||||||||||||
Dividends, Cash | $ 602,969 | $ 180,000 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Lease | |||
Payments for Rent | $ 19,177 | ||
Operating Lease, Cost | $ 60,826 | $ 128,254 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |
Nov. 03, 2021 | Mar. 31, 2021 | |
Subsequent Event [Line Items] | ||
Debt instrument face amount | $ 12,588,000 | |
Subsequent Event [Member] | Series B Convertible Debt [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument face amount | $ 262,500 | |
Subsequent Event [Member] | Investors [Member] | ||
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 120,740 | |
Subsequent Event [Member] | Advisors And Director [Member] | ||
Subsequent Event [Line Items] | ||
Stock issued during period shares share based compensation | 131,522 | |
Stock issued during period value share based compensation | $ 331,500 |