Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2022 | Feb. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 | 203 Redwood Shores Parkway | |
Entity Address, Address Line Two | Suite 600 | |
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 $0.001 per share | |
Trading Symbol | BTCY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 51,047,864 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 451,421 | $ 12,066,929 |
Accounts receivable, net | 1,975,403 | 2,006,678 |
Inventory | 1,931,894 | 842,924 |
Deposits and other receivables | 435,657 | 406,280 |
Total current assets | 4,794,375 | 15,322,811 |
Deposits [Note 10] | 85,000 | 85,000 |
Long-term accounts receivable | 72,074 | |
Property and equipment [Note 11] | 22,994 | 27,459 |
Operating right-of-use lease asset [Note 10] | 1,672,653 | 1,242,700 |
TOTAL ASSETS | 6,647,096 | 16,677,970 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities [Note 4] | 3,490,426 | 2,595,747 |
Convertible promissory notes and short-term loans [Note 5] | 3,125,637 | 1,540,000 |
Derivative liabilities [Note 8] | 351,719 | 520,747 |
Operating lease current liability [Note 10] | 322,882 | 210,320 |
Total current liabilities | 7,290,664 | 4,866,814 |
Federally guaranteed loans [Note 7] | 870,800 | 870,800 |
Term loan [Note 6] | 11,764,642 | 11,612,672 |
Derivative liabilities [Note 8] | 741,675 | 352,402 |
Operating lease liability [Note 10] | 1,461,022 | 1,120,018 |
TOTAL LIABILITIES | 22,128,803 | 18,822,706 |
STOCKHOLDERS’ DEFICIENCY | ||
Preferred stock value | 1 | 1 |
Common stock, $0.001 par value, 125,000,000 authorized as at December 31, 2022 and March 31, 2022, respectively. Issued and outstanding common shares: 50,775,354 and 49,810,322 as at December 31, 2022 and March 31, 2022, respectively, and exchangeable shares of 1,466,718 and 1,466,718 outstanding as at December 31, 2022 and March 31, 2022, respectively [Note 9] | 52,242 | 51,277 |
Shares to be issued 23,723 and 123,817 shares of common stock as at December 31, 2022 and March 31, 2022, respectively [Note 9] | 24,999 | 102,299 |
Additional paid-in-capital | 92,297,390 | 91,507,478 |
Accumulated other comprehensive loss | (142,958) | (768,656) |
Accumulated deficit | (107,713,387) | (93,037,142) |
Total stockholders’ deficiency | (15,481,707) | (2,144,736) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | 6,647,096 | 16,677,970 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIENCY | ||
Preferred stock value | $ 6 | $ 7 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2022 | Mar. 31, 2022 |
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 | 50,775,354 | 49,810,322 |
Common Stock, Other Shares, Outstanding | 1,466,718 | 1,466,718 |
[custom:CommonStockSharesToBeIssued-0] | 23,723 | 123,817 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000 | |
Preferred Stock, Shares Outstanding | 6,305 | 7,201 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
REVENUE | $ 2,459,181 | $ 1,930,108 | $ 6,896,622 | $ 5,501,527 |
Cost of Revenue | 1,057,215 | 1,105,271 | 2,989,290 | 2,372,011 |
NET REVENUE | 1,401,966 | 824,837 | 3,907,332 | 3,129,516 |
EXPENSES | ||||
General and administrative expenses [Notes 5, 6, 9 and 10] | 4,777,366 | 4,659,638 | 14,542,230 | 13,921,024 |
Research and development expenses | 876,460 | 900,499 | 2,526,550 | 2,115,134 |
TOTAL OPERATING EXPENSES | 5,653,826 | 5,560,137 | 17,068,780 | 16,036,158 |
LOSS FROM OPERATIONS | (4,251,860) | (4,735,300) | (13,161,448) | (12,906,642) |
Other (expense) income [Note 3, 5] | (119,880) | 40,512 | (116,989) | 54,558 |
Gain (loss) upon convertible notes conversion and repayment [Note 5 and 9 (d)] | 5,391 | (305,246) | (85,537) | (1,155,643) |
Accretion and amortization expenses [Note 6] | (51,061) | (1,334,842) | (151,970) | (8,834,728) |
Change in fair value of derivative liabilities [Note 8] | (99,705) | (774,773) | (469,971) | (676,182) |
NET LOSS BEFORE INCOME TAXES | (4,517,115) | (7,109,649) | (13,985,915) | (23,518,637) |
Income taxes | ||||
NET LOSS BEFORE DIVIDENDS | (4,517,115) | (7,109,649) | (13,985,915) | (23,518,637) |
Adjustment: Preferred Stock Dividends | (230,374) | (233,222) | (690,330) | (719,086) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKLHOLDERS | (4,747,489) | (7,342,871) | (14,676,245) | (24,237,723) |
Translation adjustment | (72,823) | (20,064) | 625,698 | (1,841) |
COMPREHENSIVE LOSS | $ (4,820,312) | $ (7,362,935) | $ (14,050,547) | $ (24,239,564) |
LOSS PER SHARE, BASIC AND DILUTED | $ (0.091) | $ (0.149) | $ (0.283) | $ (0.554) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 52,142,669 | 49,168,264 | 51,814,972 | 43,747,569 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Beginning balance | $ (10,623,636) | $ (2,144,736) | $ 7,745,183 | $ (2,144,736) | $ (6,833,164) | $ (6,833,164) | |
Conversion of convertible notes into common shares | 211,602 | 875,313 | 843,922 | 15,525,283 | |||
Preferred stock purchased back via cash | (431,129) | (230,000) | (777,175) | (230,000) | |||
Issuance of shares for services | $ 112,631 | $ 30,287 | $ 7,500 | 142,501 | 150,418 | 967,092 | $ 1,414,449 |
Issuance of shares for services, shares | 105,263 | 22,772 | 4,167 | 250,000 | |||
Issuance of warrants for services [Note 9] | $ 77,780 | ||||||
Exchange of warrants for promissory notes | (71,768) | (71,768) | |||||
Stock based compensation - ESOP | 63,125 | 100,650 | 365,653 | 426,280 | |||
Translation adjustment | (72,823) | (20,064) | 625,698 | (1,841) | |||
Net loss before dividends for the period | (4,517,115) | (7,109,649) | (13,985,915) | (23,518,637) | |||
Preferred stock dividends | (230,374) | (233,222) | (690,330) | (719,086) | |||
Ending balance | (15,481,707) | $ (10,623,636) | 2,319,071 | (15,481,707) | 2,319,071 | $ (2,144,736) | |
Exercise of warrants for cash | 39,151 | (30,000) | 518,964 | ||||
Issuance of warrants for services | 371,763 | 232,526 | 668,013 | ||||
Issuance of additional shares to convertible note holders | 153,171 | 153,171 | |||||
Conversion of preferred shares into common shares | 483,913 | 483,913 | |||||
Cashless exercise of warrants | 361 | 361 | |||||
Issuance of common shares for private placement | 250,000 | ||||||
Issuance of preferred shares for private placement investors | 100,000 | ||||||
Issuance of shares from uplisting | 14,545,805 | ||||||
Derivative liabilities adjustment pursuant to issuance of preferred Shares | (17,084) | ||||||
Preferred Stock [Member] | |||||||
Beginning balance | $ 8 | $ 8 | $ 9 | $ 8 | $ 9 | $ 9 | |
Balance, shares | 6,802 | 7,201 | 8,146 | 7,201 | 8,046 | 8,046 | |
Conversion of convertible notes into common shares | |||||||
Preferred stock purchased back via cash | $ (1) | $ (1) | |||||
Preferred stock purchased back via cash, shares | (497) | (230) | (896) | (230) | |||
Issuance of shares for services | |||||||
Issuance of warrants for services [Note 9] | |||||||
Exchange of warrants for promissory notes | |||||||
Stock based compensation - ESOP | |||||||
Translation adjustment | |||||||
Net loss before dividends for the period | |||||||
Preferred stock dividends | |||||||
Ending balance | $ 7 | $ 8 | $ 8 | $ 7 | $ 8 | $ 8 | |
Balance, shares | 6,305 | 6,802 | 7,201 | 6,305 | 7,201 | 7,201 | |
Exercise of warrants for cash | |||||||
Issuance of warrants for services | |||||||
Issuance of additional shares to convertible note holders | |||||||
Conversion of preferred shares into common shares | $ (1) | $ (1) | |||||
Conversion of preferred shares into common shares, shares | (715) | (715) | |||||
Cashless exercise of warrants | |||||||
Issuance of common shares for private placement | |||||||
Issuance of preferred shares for private placement investors | |||||||
Issuance of preferred shares for private placement investors, shares | 100 | ||||||
Issuance of shares from uplisting | |||||||
Derivative liabilities adjustment pursuant to issuance of preferred Shares | |||||||
Common Stock [Member] | |||||||
Beginning balance | $ 51,898 | $ 51,277 | $ 48,876 | $ 51,277 | $ 39,015 | $ 39,015 | |
Balance, shares | 51,897,963 | 51,277,040 | 48,876,312 | 51,277,040 | 39,014,942 | 39,014,942 | |
Conversion of convertible notes into common shares | $ 239 | $ 208 | $ 761 | $ 4,056 | |||
Conversion of convertible notes into common shares, shares | 238,846 | 207,516 | 761,038 | 4,056,204 | |||
Preferred stock purchased back via cash | |||||||
Issuance of shares for services | $ 105 | $ 132 | $ 132 | $ 313 | |||
Issuance of shares for services, shares | 105,263 | 131,522 | 132,202 | 313,188 | |||
Issuance of warrants for services [Note 9] | |||||||
Exchange of warrants for promissory notes | |||||||
Stock based compensation - ESOP | |||||||
Translation adjustment | |||||||
Net loss before dividends for the period | |||||||
Preferred stock dividends | |||||||
Ending balance | $ 52,242 | $ 51,898 | $ 49,657 | $ 52,242 | $ 49,657 | $ 51,277 | |
Balance, shares | 52,242,072 | 51,897,963 | 49,656,860 | 52,242,072 | 49,656,860 | 51,277,040 | |
Exercise of warrants for cash | $ 43 | $ 72 | $ 337 | ||||
Exercise of warrants for cash, shares | 42,500 | 71,792 | 336,753 | ||||
Issuance of warrants for services | |||||||
Issuance of additional shares to convertible note holders | $ 38 | $ 38 | |||||
Issuance of additional shares to convertible note holder, shares | 37,820 | 37,820 | |||||
Conversion of preferred shares into common shares | |||||||
Cashless exercise of warrants | $ 361 | $ 446 | |||||
Cashless exercise of warrants, shares | 361,190 | 446,370 | |||||
Issuance of common shares for private placement | $ 69 | ||||||
Issuance of common shares for private placement, shares | 69,252 | ||||||
Issuance of preferred shares for private placement investors | |||||||
Issuance of shares from uplisting | $ 5,382 | ||||||
Issuance of shares from uplisting, shares | 5,382,331 | ||||||
Derivative liabilities adjustment pursuant to issuance of preferred Shares | |||||||
Shares To Be Issued [Member] | |||||||
Beginning balance | $ 24,999 | $ 102,299 | $ 3,130,926 | $ 102,299 | $ 280,960 | $ 280,960 | |
Balance, shares | 23,723 | 123,817 | 1,014,303 | 123,817 | 268,402 | 268,402 | |
Conversion of convertible notes into common shares | $ 2,528,987 | ||||||
Conversion of convertible notes into common shares, shares | 602,059 | 69,252 | |||||
Preferred stock purchased back via cash | |||||||
Issuance of shares for services | $ (255,979) | ||||||
Issuance of shares for services, shares | (81,522) | ||||||
Issuance of warrants for services [Note 9] | |||||||
Exchange of warrants for promissory notes | |||||||
Stock based compensation - ESOP | |||||||
Translation adjustment | |||||||
Net loss before dividends for the period | |||||||
Preferred stock dividends | |||||||
Ending balance | $ 24,999 | $ 24,999 | $ 4,086,361 | $ 24,999 | $ 4,086,361 | $ 102,299 | |
Balance, shares | 23,723 | 23,723 | 1,233,329 | 23,723 | 1,233,329 | 123,817 | |
Exercise of warrants for cash | $ 12,500 | $ (77,300) | $ 77,500 | ||||
Exercise of warrants for cash, shares | 11,792 | (100,094) | 73,112 | ||||
Issuance of warrants for services | |||||||
Issuance of additional shares to convertible note holders | |||||||
Conversion of preferred shares into common shares | $ 1,198,914 | $ 1,198,914 | |||||
Conversion of preferred shares into common shares, shares | 288,756 | 288,756 | |||||
Cashless exercise of warrants | |||||||
Cashless exercise of warrants, shares | 1,000 | ||||||
Issuance of common shares for private placement | |||||||
Issuance of preferred shares for private placement investors | |||||||
Issuance of shares from uplisting | |||||||
Derivative liabilities adjustment pursuant to issuance of preferred Shares | |||||||
Additional Paid-in Capital [Member] | |||||||
Beginning balance | $ 92,335,492 | $ 91,507,478 | 84,893,876 | 91,507,478 | 56,298,726 | $ 56,298,726 | |
Conversion of convertible notes into common shares | 211,363 | 875,105 | 843,161 | 12,992,240 | |||
Preferred stock purchased back via cash | (431,128) | (230,000) | (777,174) | (230,000) | |||
Issuance of shares for services | 112,526 | 398,348 | 150,286 | 966,779 | |||
Issuance of warrants for services [Note 9] | 77,780 | ||||||
Exchange of warrants for promissory notes | (71,768) | (71,768) | |||||
Stock based compensation - ESOP | 63,125 | 100,650 | 365,653 | 426,280 | |||
Translation adjustment | |||||||
Net loss before dividends for the period | |||||||
Preferred stock dividends | |||||||
Ending balance | 92,297,390 | $ 92,335,492 | 85,874,483 | 92,297,390 | 85,874,483 | 91,507,478 | |
Exercise of warrants for cash | 26,608 | 47,228 | 441,127 | ||||
Issuance of warrants for services | 371,763 | 232,526 | 668,013 | ||||
Issuance of additional shares to convertible note holders | 153,133 | 153,133 | |||||
Conversion of preferred shares into common shares | (715,000) | (715,000) | |||||
Cashless exercise of warrants | (85) | ||||||
Issuance of common shares for private placement | 249,931 | ||||||
Issuance of preferred shares for private placement investors | 100,000 | ||||||
Issuance of shares from uplisting | 14,540,423 | ||||||
Derivative liabilities adjustment pursuant to issuance of preferred Shares | (17,084) | ||||||
AOCI Attributable to Parent [Member] | |||||||
Beginning balance | (70,135) | (768,656) | (615,963) | (768,656) | (634,186) | (634,186) | |
Conversion of convertible notes into common shares | |||||||
Preferred stock purchased back via cash | |||||||
Issuance of shares for services | |||||||
Issuance of warrants for services [Note 9] | |||||||
Exchange of warrants for promissory notes | |||||||
Stock based compensation - ESOP | |||||||
Translation adjustment | (72,823) | (20,064) | 625,698 | (1,841) | |||
Net loss before dividends for the period | |||||||
Preferred stock dividends | |||||||
Ending balance | (142,958) | (70,135) | (636,027) | (142,958) | (636,027) | (768,656) | |
Exercise of warrants for cash | |||||||
Issuance of warrants for services | |||||||
Issuance of additional shares to convertible note holders | |||||||
Conversion of preferred shares into common shares | |||||||
Cashless exercise of warrants | |||||||
Issuance of common shares for private placement | |||||||
Issuance of preferred shares for private placement investors | |||||||
Issuance of shares from uplisting | |||||||
Derivative liabilities adjustment pursuant to issuance of preferred Shares | |||||||
Retained Earnings [Member] | |||||||
Beginning balance | (102,965,898) | $ (93,037,142) | (79,712,541) | (93,037,142) | (62,817,688) | (62,817,688) | |
Conversion of convertible notes into common shares | |||||||
Preferred stock purchased back via cash | |||||||
Issuance of shares for services | |||||||
Issuance of warrants for services [Note 9] | |||||||
Exchange of warrants for promissory notes | |||||||
Stock based compensation - ESOP | |||||||
Translation adjustment | |||||||
Net loss before dividends for the period | (4,517,115) | (7,109,649) | (13,985,915) | (23,518,637) | |||
Preferred stock dividends | (230,374) | (233,222) | (690,330) | (719,086) | |||
Ending balance | $ (107,713,387) | $ (102,965,898) | (87,055,411) | (107,713,387) | (87,055,411) | $ (93,037,142) | |
Exercise of warrants for cash | |||||||
Issuance of warrants for services | |||||||
Issuance of additional shares to convertible note holders | |||||||
Conversion of preferred shares into common shares | |||||||
Cashless exercise of warrants | |||||||
Issuance of common shares for private placement | |||||||
Issuance of preferred shares for private placement investors | |||||||
Issuance of shares from uplisting | |||||||
Derivative liabilities adjustment pursuant to issuance of preferred Shares |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net loss before dividends | $ (13,985,915) | $ (23,518,637) | ||||
Adjustments to reconcile net loss to net cash used in operations: | ||||||
Stock based compensation | 365,653 | 426,280 | ||||
Issuance of shares for services | 150,418 | 967,092 | ||||
Issuance of warrants for services | 232,526 | 469,300 | ||||
Accretion and amortization expenses | 151,970 | 8,834,728 | ||||
Change in fair value of derivative liabilities | 469,971 | 676,182 | ||||
Loss upon convertible promissory notes and preferred stock conversions, net | 85,537 | 1,116,339 | ||||
Loss on debt and warrant modification | 126,158 | |||||
Property and equipment depreciation | $ 1,487 | $ 1,489 | $ 819 | 4,465 | 819 | |
Changes in operating assets and liabilities: | ||||||
Accounts receivable, net | (40,799) | (420,592) | ||||
Inventory | (1,088,970) | (87,341) | ||||
Deposits and other receivables | (71,877) | (176,958) | ||||
Accounts payable and accrued liabilities | 1,931,196 | 1,304,505 | ||||
Net cash used in operating activities | (11,669,667) | (10,408,283) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Property and equipment | (29,766) | |||||
Net cash used in investing activities | (29,766) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Issuance of common shares | 250,000 | |||||
Issuance of preferred shares | 100,000 | |||||
Redemption of preferred shares | (895,556) | (230,000) | ||||
Exercise of warrants for cash | 12,500 | 518,964 | ||||
Federally guaranteed loans | 499,900 | |||||
Repayment of convertible debentures and notes | (61,238) | (1,660,220) | ||||
Proceeds from short term loan and promissory notes, net | 1,889,144 | 11,756,563 | ||||
Issuance of shares from uplisting | 14,545,805 | |||||
Preferred Stock Dividend | (940,731) | (767,962) | ||||
Net cash provided by financing activities | 4,119 | 25,013,050 | ||||
Effect of foreign currency translation | 50,040 | 13,783 | ||||
Net (decrease) increase in cash during the period | (11,665,548) | 14,575,001 | ||||
Cash, beginning of period | $ 12,066,929 | 12,066,929 | 2,201,562 | $ 2,201,562 | ||
Cash, end of period | $ 451,421 | $ 16,790,346 | $ 451,421 | $ 16,790,346 | $ 12,066,929 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Biotricity Inc. (formerly MetaSolutions, Inc.) (the “Company” or “Biotricity”) 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 | 9 Months Ended |
Dec. 31, 2022 | |
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 consolidated financial statements and should be read in conjunction with Biotricity’s audited consolidated financial statements for the years ended March 31, 2022 and 2021 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, 2023. 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 subsidiary. Significant intercompany accounts and transactions have been eliminated. Certain prior year amounts related to general and administrative expenses and other (expense) income line items on the condensed consolidated statements of operations and comprehensive loss have been reclassified to conform to the current year’s presentation. Liquidity and Basis of Presentation The Company is in the early stages of commercializing its first product and is concurrently in development mode, operating a research and development program in order to develop, obtain regulatory clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as at December 31, 2022, had an accumulated deficit of $ 107,713,387 and a working capital deficiency of $ 2,496,289 . 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. 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. 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 may help facilitate 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 condensed consolidated financial statements. During the fiscal quarter ended June 30, 2021, the Company raised $ 499,900 through government EIDL loan. In addition, during the fiscal quarter ended September 30, 2021, the Company raised total net proceeds of $ 14,545,805 through the underwritten public offering that was concurrent with its listing onto the Nasdaq Capital Markets. Furthermore, during the fiscal quarter ended December 31, 2021, the Company raised an additional net proceeds of $ 11,756,563 through a term loan transaction (Note 6). During the fiscal quarter ended December 31, 2022, the Company raised short-term loans and promissory notes with net proceeds of $ 1,889,144 from various lenders. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) As we proceed with the commercialization of the Bioflux, Biotres, and Biocare product development, we expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures. Based on the above facts and assumptions, we believe our existing cash, along with anticipated near-term equity financings, will be sufficient to meet our needs for the next twelve months from the filing date of this report. However, we will need to seek additional debt or equity capital to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. The terms of our future financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capital on acceptable terms, or at all. If we are unable to obtain additional funding on a timely basis, we may be required to modify our operating plan and otherwise curtail or slow the pace of development and commercialization of our proposed product lines. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China and spread globally, causing significant disruption to the global and US economy. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic. Though its operations have since returned to a normal state, the extent to which the COVID-19 pandemic will continue to affect the economy and the Company’s operations remains unclear and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of any future ongoing COVID-19 outbreaks, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced patient traffic and reduced operations. The measures taken to date may continue to impact the Company’s fiscal year 2023 business and potentially beyond. Management expects that all of its business segments, across all of its geographies, may be impacted to some degree, but the significance of the full long-term impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – 1) identify the contract with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as performance obligations are satisfied. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Both the Bioflux mobile cardiac telemetry device, and the Biotres device are wearable devices. The cardiac data that the devices monitor and collect is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned are comprised of device sales revenues and technology fee revenues (technology as a service). The devices, together with their licensed software, are available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized. The Company may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and may eventually conduct business. The Company recognized the following forms of revenue for the three and nine months ended December 31, 2022 and 2021: SCHEDULE OF REVENUE RECOGNITION For Three Months Ended December 31, 2022 $ For Three Months Ended December 31, 2021 $ For Nine Months Ended December 31, 2022 $ For Nine Months Ended December 31, 2021 $ Technology fee sales 2,253,187 1,413,790 6,240,042 4,365,292 Device sales 205,994 266,318 656,580 886,235 Service-related and other revenue - 250,000 - 250,000 Revenue 2,459,181 1,930,108 6,896,622 5,501,527 Inventory Inventory is stated at the lower of cost and market value, cost being determined on a weighted average cost basis. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. Significant accounting estimates and assumptions The preparation of the condensed consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, structured notes, convertible debt and conversion liabilities. ● Fair value of stock options The Company measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield. ● Fair value of warrants In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity. ● Fair value of derivative liabilities In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used valuation models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period. ● Functional currency Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labor, materials, and other operating expenses. ● Useful life of property and equipment The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively. ● Provisions Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) ● Contingencies Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events. ● Inventory obsolescence Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices. ● Income and other taxes The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the condensed consolidated balance sheets, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated. ● Incremental borrowing rate for lease The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s condensed consolidated financial statements. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) 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 loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s warrants, options, convertible promissory notes, convertible preferred stock, shares to be issued and restricted stock awards while outstanding are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants, stock options, shares to be issued and restricted stock awards. Diluted earnings with respect to the convertible promissory notes and convertible preferred stock utilizing the if-converted method was not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented. Cash Cash includes cash on hand and balances with banks. Foreign Currency Translation The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, condensed consolidated balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholders’ deficiency. The Company has not, to the date of these condensed consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Accounts Receivable Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the condensed consolidated balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes and short term loans, federally-guaranteed loans, term loans 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. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follow: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Office equipment 5 years Leasehold improvement 5 years Impairment for Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at December 31, 2022 and 2021, the Company believes there was no impairment of its long-lived assets. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) 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 obligation, current, and lease obligation, long-term in the condensed 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 condensed consolidated balance sheet and are expensed on a straight-line basis over the lease term in the condensed consolidated statement of operations. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 10 for further discussion. Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved . Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the condensed consolidated statements of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Convertible 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 condensed 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. Preferred Shares Extinguishments The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net loss. 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 for fiscal years beginning after December 15, 2022. 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. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows. In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) The Company continue 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 | 9 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at December 31, 2022 $ As at March 31, 2022 $ Accounts payable and deferred revenue 2,383,657 1,159,477 Accrued liabilities 1,106,769 1,436,270 Accounts payable and accrued liabilities 3,490,426 2,595,747 Accounts payable as at December 31, 2022 included $ 203,525 current account with a shareholder and executive (March 31, 2022: $ 2,851 due to 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 NOTES AND SHORT-TER
CONVERTIBLE NOTES AND SHORT-TERM LOANS | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES AND SHORT-TERM LOANS | 5. CONVERTIBLE NOTES AND SHORT-TERM LOANS SCHEDULE OF CONVERTIBLE NOTES Total $ Balance at March 31, 2022 1,540,000 Conversion to common shares (Note 9) (555,600 ) Redemption of convertible notes (53,250 ) Convertible note extinguishment (500,000 ) New issuance of convertible note, net of discounts 556,864 New issuance of short-term loan and promissory notes, net of discounts 2,156,480 Repayment of short-term loans (20,264 ) Amortization of discounts 1,407 Balance at December 31, 2022 3,125,637 Interest expense on the above debt instruments was $ 69,930 and $126,574 for the three and nine months ended December 31, 2022, respectively, and $ 77,791 and $ 828,769 for the three and nine months ended December 31, 2021, respectively. Series A Convertible Promissory Notes : 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). BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) 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. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) 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”). Therefore, the remaining derivative liabilities only related to the conversion and redemption features of the convertible notes. 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. The debt issuance costs were fully amortized as of March 31, 2022. As at March 31, 2022, $ 700,000 of Series A Notes remained unconverted and outstanding, which was equal to the face value of the relevant convertible notes. There was no conversion of Series A Notes during the nine months ended December 31, 2022. On December 30, 2022, the Company exchanged $ 500,000 121,500 621,500 12% 75% 621,500 64,636 64,636 14,083 As of December 31, 2022, the Company recorded $ 50,400 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. Series B Convertible Notes 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. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) 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 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. The debt issuance costs were fully amortized as of March 31, 2022. As at March 31, 2022, $ 840,000 of Series B Notes remained unconverted and outstanding, which was equal to the face value of the relevant convertible notes. During the three and nine months ended December 31, 2022, $ 153,600 and $ 555,600 (face value) of Series B Notes were converted into 238,846 and 746,957 common shares (Note 9 d). During the three and nine months ended December 31, 2022, $ 53,250 (face value) of Series B Notes were redeemed by cash payment of $ 61,238 . The redemption price was determined in accordance to the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note 9,991 , and was recognized as a gain upon convertible note repayment . As of December 31, 2022, the Company recorded accrued interest in the amount of $ 82,509 related to 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. In total, as at December 31, 2022, the Company had issued $ 200,000 and $ 231,150 for Series A and Series B notes, respectively, that remained outstanding beyond their contractual maturity date. These continued to accrue interest, and no repayment demands were received from noteholders, notwithstanding the fact that these noteholders have continued to convert portions of these notes subsequently, and it is management’s expectation that all of these notes will eventually convert. 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. Other Short-term loans and Promissory Notes During the three months ended December 31, 2022, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $ 400,000 , prior to the deduction of issuance costs in the amount of $ 9,999 . The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 40 weeks. The Company is required to make weekly payments of $ 13,995 ($ 560,000 in the aggregate). As of December 31, 2022, the amount of principal outstanding was $ 380,500 . The remaining unamortized issuance cost discount was $ 9,392 . The Company has an option to repay the loan earlier to receive a discount on total repayment. If the Company repays within 30 days, the total repayment is $ 512,000 . If the Company repays within 60 days, the total repayment is $ 520,000 . If the Company repays within 90 days, the total repayment is $ 528,000 . During the three months ended December 31, 2022, the Company also entered into a short term collateralized bridge loan agreement with a finance company that advanced gross proceeds of $ 800,000 , prior to the deduction of issuance costs in the amount of $ 32,000 . The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of this second agreement is 40 weeks. The Company is required to make weekly payments of $ 29,556 ($ 14,999 for the first four weeks, and $ 1,120,000 in the aggregate) 799,236 31,200 920,000 944,000 968,000 1,000,000 1,088,000 In December 2022, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $ 600,000 (the “Principal Amount”). The note has a fixed rate of interest at 25% per annum payable monthly on the first day of every month. This promissory note matures on December 15, 2023, when the Principal Amount is due. The note has various default provisions which would, if triggered, result in the acceleration of the Principal Amount plus any accrued and unpaid interest. The note also has a 3% early payment penalty provision. As of December 31, 2022, the amount of principal outstanding on the note was $ 600,000 , and accrued interest outstanding on the note was $ 6,575 . Also in December 2022, the Company received a short-term loan in the amount of $ 150,000 from an individual investor. There was no interest or issuance cost associated with the latter loan, which was repaid in January 2023. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) On December 30, 2022, the Company extinguished 306,604 270,000 50 248,479 21,521 176,711 270,000 21,521 |
TERM LOAN AND CREDIT AGREEMENT
TERM LOAN AND CREDIT AGREEMENT | 9 Months Ended |
Dec. 31, 2022 | |
Term Loan And Credit Agreement | |
TERM LOAN AND CREDIT AGREEMENT | 6. TERM LOAN AND CREDIT AGREEMENT Term Loan On December 21, 2021, the Company entered into a Credit Agreement (“Credit Agreement”) with SWK Funding LLC (“Lender’), wherein the Company has borrowed $ 12,000,000 , with a maturity date of December 21, 2026 . The principal will accrue interest at the LIBOR Rate plus 10.5 % per annum (subject to adjustment as set forth in the Credit Agreement). Interest payments are due on each February, May, August and November commencing February 15, 2022 . Pursuant to the Credit Agreement, the Company will be required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances . Pursuant to the Credit Agreement the Company is subject to an Origination Fee in the amount of $ 120,000 . Upon Termination of the Credit Agreement, the Company shall pay an Exit Fee of $ 600,000 . As part of the loan transaction, the Company paid legal and professional costs directly in connection to the debt financing in the amount of $ 50,000 in cash. Total costs directly in connection to the debt financing in the amount of $ 193,437 (professional fee $ 48,484 ; lender’s origination fee, due diligence fee, and other expenses in the amount of $ 144,953 ) was deduced from the gross proceeds in the amount of $ 12,000,000 . BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) The Company also repaid $ 1,574,068 of existing short-term loan and promissory notes and relevant accrued interests by using the proceeds from the loan. Total costs directly in connection to the loan and fair value of warrants was in the amount of $ 1,042,149 . And such costs were accounted as debt discount, and amortized using the effective interest method. The amortization of such debt discount was included in the accretion and amortization expenses. For the three and nine months ended December 31, 2022, the amortization of debt discount expense was $ 51,061 and $ 151,970 respectively. Total interest expense on the term loan for the three and nine months ended December 31, 2022 was $ 335,242 and $ 1,054,166 , respectively (three and nine months ended December 31, 2022: $ 38,333 and $ 38,333 ). On December 31, 2022, the Company was not in compliance with certain covenants of the term loan, for which it sought and received relief from the term loan lender. The Company and Lender also entered into a Guarantee and Collateral Agreement (“Collateral Agreement”) wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 (the “IP Security Agreement”) wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property. In connection with the Credit Agreement, the Company issued 57,536 warrants to the Lender, which were fair-valued at $ 198,713 (Note 9). The warrants are accounted as a deduction from liability as well as a credit into additional paid-in capital, and amortized using the effective interest method. |
FEDERALLY GUARANTEED LOANS
FEDERALLY GUARANTEED LOANS | 9 Months Ended |
Dec. 31, 2022 | |
Federally Guaranteed Loans | |
FEDERALLY GUARANTEED LOANS | 7. 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 % per annum, 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. As at December 31, 2022, the Company recorded accrued interest of $ 60,520 for the EIDL loan (December 31, 2021: $36,181). Interest expense on the above loan was $ 8,231 and $ 24,602 for the three and nine months ended December 31, 2022, respectively, and $ 8,231 and $ 36,181 for the three and nine months ended December 31, 2021, respectively. 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 December 31, 2022, the balance of outstanding PPP loan is NIL (March 31, 2022: NIL ). |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 8. 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. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) 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 and $ 15,000 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 9 d). During the three months ended December 31, 2021, the Company redeemed $ 230,000 preferred shares through cash. The total amount of the preferred shares redeemed and derivative liabilities derecognized was $ 225,919 . The difference of redemption value of $ 230,000 and the carrying value of preferred shares on the day of redemption was $ 4,081 was recognized as a deemed dividend distribution. In addition, during the three months ended December 31, 2021, the Company converted $ 715,000 preferred shares into 288,756 common shares. The difference between the total amount of the preferred shares converted, derivative liabilities derecognized and unpaid interests at the time of conversion ($ 1,076,513 ), and the fair value of the common shares converted ($ 1,226,406 ) was $ 149,893 and was recognized as deemed dividend distribution. During the three months ended June 30, 2022, the Company redeemed $ 328,904 preferred shares through cash. The total amount of the preferred shares redeemed and derivative liabilities derecognized was $ 296,032 . The difference of redemption value of $ 328,904 and the carrying value of preferred shares on the day of redemption was $ 32,872 and was recognized as a deemed dividend distribution During the three months ended September 30, 2022, the Company redeemed $ 69,852 preferred shares through cash. The total amount of the preferred shares redeemed and derivative liabilities derecognized was $ 65,062 . The difference of redemption value of $ 69,852 and the carrying value of preferred shares on the day of redemption was $ 4,790 and was recognized as a deemed dividend distribution. During the three months ended December 31, 2022, the Company redeemed $ 496,800 469,116 496,800 27,684 The Company analyzed the compound features of variable conversion and redemption embedded in the preferred shares 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 Fiscal Year 2023 $ Fiscal Year 2022 $ Derivative liabilities as at March 31, 2022 and 2021 352,402 410,042 Change in fair value of derivatives during the period 195,521 (203,525 ) Reduction due to preferred shares redeemed (10,605 ) - Derivative liabilities as at June 30, 2022 and 2021 537,318 206,517 New issuance - 17,084 Change in fair value of derivatives during the period 168,762 (101,173 ) Reduction due to preferred shares redeemed (4,444 ) - Derivative liabilities as at September 30, 2022 and 2021 701,636 121,828 Change in fair value of derivatives during the period 78,026 644,774 Reduction due to preferred shares redeemed (37,987 ) (479,791 ) Derivative liabilities as at December 31, 2022 and 2021 741,675 286,811 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) The lattice methodology was used to value the derivative components, using the following assumptions: SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS December 2022 Dividend yield (%) 12 Risk-free rate for term (%) 4.18 – 4.36 Volatility (%) 92.7 – 93.6 Remaining terms (Years) 1.00 to 2.50 Stock price ($ per share) 0.45 to 0.72 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). 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). Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity. SCHEDULE OF DERIVATIVE LIABILITIES Fiscal Year 2023 $ Fiscal Year 2022 $ Balance at March 31, 2022 and 2021 520,747 3,633,856 Conversion to common shares (104,118 ) (403,108 ) Change in fair value of derivative liabilities 2,703 502,508 Balance at June 30, 2022 and 2021 419,332 3,733,256 Conversion to common shares (35,274 ) (2,744,711 ) Change in fair value of derivative 3,280 (295,801 ) Balance at September 30, 2022 and 2021 387,338 692,744 Convertible note modification 14,083 - Convertible note redemption (17,979 ) - Conversion to common shares (53,402 ) (250,738 ) Change in fair value of derivative 21,679 129,999 Balance at December 31, 2022 and 2021 351,719 572,005 The monte-carlo methodology was used to value the convertible note derivative components, using the following assumptions: SCHEDULE OF WARRANT DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS December 2022 Risk-free rate for term (%) 3.74 - 4.37 Volatility (%) 90.4 - 99.6 Remaining terms (Years) 0.50 - 0.75 Stock price ($ per share) 0.50 - 1.00 |
STOCKHOLDERS_ EQUITY (DEFICIENC
STOCKHOLDERS’ EQUITY (DEFICIENCY) | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIENCY) | 9. STOCKHOLDERS’ EQUITY (DEFICIENCY) a) Authorized stock As at December 31, 2022, the Company is authorized to issue 125,000,000 (March 31, 2022 – 125,000,000 ) shares of common stock ($ 0.001 par value) and 10,000,000 (March 31, 2022 – 10,000,000 ) shares of preferred stock ($ 0.001 par value), 20,000 of which are designated shares of Series A preferred stock ($ 0.001 par value) as of December 31, 2022 and March 31, 2022. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) At December 31, 2022, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 52,242,072 (March 31, 2022 – 51,277,040 ); these were comprised of 50,775,354 (March 31, 2022 – 49,810,322 ) shares of common stock and 1,466,718 (March 31, 2022 – 1,466,718 ) 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 December 31, 2022 and March 31, 2022); 6,305 Series A preferred shares were issued and outstanding as at December 31, 2022 (March 31, 2022: 7,201 ). 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) Series (A) Preferred Stock The number of Series A Preferred Stock issued and outstanding as of December 31, 2022 and March 31, 2022 was 6,305 and 7,201 , respectively. The Series A Preferred Stock is junior to the Company’s existing undesignated preferred stock, and unless otherwise set forth in the applicable certificate of designations, shall be junior to any future issuance of preferred stock. The purchase price (the “Purchase Price”) for the Series A Preferred Stock to date has been $ 1,000 per share. Except as otherwise expressly required by law, the Series A Preferred Stock does not have voting rights and does not have any liquidation rights. Preferred Stock Dividends Dividends shall be paid at the rate of 12 % per annum of the amount of the Series A Preferred Stockholder’s (the “Holder”) Purchase Price. Dividends shall be paid quarterly unless the Holder and the Company mutually agree to accrue and defer any such dividend. Conversion The Series A Preferred Stock is convertible into shares of common stock commencing 24 months after the issuance date of the Series A Preferred Stock. Upon which, on a monthly basis, up to 5 % of the aggregate amount of the Purchase Price can be converted (subject to adjustment for changes in the Holder’s ownership of the underlying Series A Preferred Stock). The conversion price is equal to the greater of $ .001 or a 15 % discount to the volume-weighted average price (“VWAP”) of the Company’s common stock five Trading Days immediately prior to the conversion date (the “Conversion Rate). Additionally, subject to certain provisions, the Holder may exchange its Series A Preferred Stock into any common stock financing being conducted by the Company at a 15% discount to the pricing of that financing. Other Adjustments and Rights ● The Conversion Rate (and shares issuable upon conversion of the Series A Preferred Stock) will be appropriately adjusted to reflect stock splits, stock dividends business combinations and similar recapitalization. ● The Holders shall be entitled to a proportionate share of certain qualifying distributions on the same basis as if they were holders of the Company’s common stock on an as converted basis. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Company Redemption The Company may redeem all or part of the outstanding Series A Preferred Stock after one year from the date of issuance by paying an amount equal to the aggregate Purchase Price paid, adjusted for any reduction in Series A Preferred Stock holdings, multiplied by 110 % plus accrued dividends d) Share issuances Share issuances during the year ended March 31, 2022 During the year ended March 31, 2022, the Company issued 4,696,083 common shares (not including 19,263 shares that were part of to be issued shares from prior year conversions) in connection with conversion of convertible notes. The total amounts of debts settled is in amount of $ 14,522,812 that composed of face value of convertible promissory notes in amount of $ 10,309,000 , carrying amount of conversion and redemption feature derived from notes in amount of $ 3,398,557 and unpaid interest in amount of $ 815,255 . The fair value of the shares issued was determined based on the market price upon conversion and was in the amount of $ 15,678,454 . The difference between amounts of debts settled and fair value of common shares issued was in the amount of $ 1,155,642 and was recorded as loss on conversion of convertible promissory notes in statement of operations. During the year ended March 31, 2022, the Company issued 658,355 common shares in connection with warrant exercises for cash, and 446,370 common shares in connection with cashless warrant exercises (Note 9f). In addition, the Company issued 451,688 common shares for services provided (not including 250,000 that were part of to be issued shares from prior year commitment). The fair value of common shares issued for services provided was $ 1,414,449 . The fair value of common shares was determined based on the fair value on the date of approval of common share issuance. During the year ended March 31, 2022, 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 the year ended March 31, 2022, 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 year ended March 31, 2022, an additional 100 Series A preferred shares were issued for cash proceeds of $ 100,000 . The Company issued 288,756 common shares as a result of preferred share conversions (Note 8). During the year ended March 31, 2022, 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. Share issuances during the three months ended June 30, 2022 During the three months ended June 30, 2022, the Company issued 404,545 common shares in connection with conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $ 406,118 that composed of face value of convertible promissory notes in amount of $ 302,000 (Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $ 104,118 . 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 $ 457,025 . The difference, that represented a loss on conversion between amounts of debt settled and fair value of common shares issued, was in the amount of $ 50,908 and was recorded as loss on conversion of convertible promissory notes in statement of operations. During the three months ended June 30, 2022, the Company removed 40,094 of previously to be issued shares, in connection with cancellation of warrant exercises from certain warrant holders. In addition, the Company recognized additional 11,792 shares to be issued for warrant exercise request received but not processed as of quarter end. As a result of the cancellation of to be issued shares, $ 42,500 was reduced from balance of shares to be issued, and the Company increased the balance of the shares to be issued by $ 12,500 upon the warrants exercise. During the three months ended June 30, 2022, the Company issued 4,167 common shares for services received, with a fair value of $ 7,500 . Share issuances during the three months ended September 30, 2022 During the three months ended September 30, 2022, the Company issued 117,647 common shares in connection with conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $ 135,274 that composed of face value of convertible promissory notes in amount of $ 100,000 (Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $ 35,274 . 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 $ 175,294 . The difference, that represented a loss on conversion, between amounts of debts settled and fair value of common shares issued was in the amount of $ 40,020 and was recorded as loss on conversion of convertible promissory notes in statement of operations. During the three months ended September 30, 2022, the Company issued 22,772 common shares for services received, with a fair value of $ 30,287 . BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Share issuances during the three months ended December 31, 2022 During the three months ended December 31, 2022, the Company issued 238,846 common shares in connection with the conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $ 207,002 that composed of face value of convertible promissory notes in amount of $ 153,600 (Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $ 53,402 . 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 $ 211,602 . The difference, that represented a loss on conversion, between amounts of debts settled and fair value of common shares issued was in the amount of $ 4,600 and was recorded as loss on conversion of convertible promissory notes in condensed consolidated statements of operations and comprehensive loss. In addition, the Company issued 105,263 common shares for services received with a fair value of $ 112,631 which was recognized as a general and administrative expense with a corresponding credit to additional paid-in capital. e) Shares to be issued During the nine months ended December 31, 2022, the Company issued 100,094 shares in satisfaction of its obligation of shares to be issued, and moved $ 77,300 out of the shares to be issued account into the additional paid in capital account. f) Warrant issuances, exercises and other activity Warrant exercises and issuances during the year ended March 31, 2022 During the year ended March 31, 2022, 658,355 warrants were exercised pursuant to receipt of exercise proceeds of $ 872,292 . 446,370 warrants were exercised pursuant to cashless warrant exercise. In addition, $ 103,950 warrant exercise proceeds receivable was recorded as part of deposit and other receivables as of March 31, 2022. During the year ended March 31, 2022, the Company issued 212,594 warrants, including 25,000 as compensation for advisor and consultant services, and 187,594 as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $ 541,443 , and recognized as general and administrative expenses, with a corresponding credit to additional paid-in capital. During the year ended March 31, 2022, the Company issued 57,536 share purchase warrants to lenders in connection with the term loan (Note 6). The fair value of these warrants, in the amount of $ 198,713 , was recorded as part of the discount of the loan, with a corresponding credit to additional paid-in capital. The warrants were not considered as derivative instruments. The fair value of these warrants was determined by using the Black Scholes model, based on the following key inputs and assumptions: expiry date December 21, 2028 , exercise price $ 6.26 , rate of return 1.40 %, and volatility 121.71 %. During the year ended March 31, 2022, the Company issued 373,404 share purchase warrants to underwriter. The warrants were not considered as a derivative instrument and were accounted as additional paid-in capital along with the uplisting transaction. The warrants were fair valued at $ 900,371 . The fair value of these warrants was determined by using Black Scholes model, based on the following key inputs and assumptions: expiry date August 26, 2026 , exercise price $ 3.75 , rate of returns 0.77 %, and volatility 111.9 %. Warrant exercises and issuances during the three months ended June 30, 2022 During the three months ended June 30, 2022, the Company issued 53,827 warrants as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $ 77,414 , and recognized as general and administrative expenses, with a corresponding credit to additional paid-in capital. Warrant exercises and issuances during the three months ended September 30, 2022 During the three months ended September 30, 2022, the Company issued 118,282 warrants as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $ 77,332 , and recognized as general and administrative expenses, with a corresponding credit to additional paid-in capital. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Warrant issuances and exchanges into other securities during the three months ended December 31, 2022 During the three months ended December 31, 2022, the Company issued 218,785 77,780 312,500 306,604 71,768 Warrant issuances, exercises and expirations or cancellations during the three months ended December 31, 2022 and preceding periods resulted in warrants outstanding at the end of those respective periods as follows: SCHEDULE OF WARRANTS OUTSTANDING Broker and Other Warrants Consultant Warrants Warrants Issued on Conversion of Convertible Notes Total As at March 31, 2022 876,205 1,802,316 7,211,623 9,890,144 Less: Expired/cancelled - - (1,563,980 ) (1,563,980 ) Less: Exercised - - (11,792 ) (11,792 ) Add: Issued - 53,827 - 53,827 As at June 30, 2022 876,205 1,856,143 5,635,851 8,368,199 Less: Expired/cancelled (37,134 ) (114,583 ) - (151,717 ) Less: Exercised - - - - Add: Issued - 118,282 - 118,282 As at September 30, 2022 839,071 1,859,842 5,635,851 8,334,764 Warrant outstanding, beginning balance 839,071 1,859,842 5,635,851 8,334,764 Less: Expired/cancelled - (278,000 ) - (278,000 ) Less: Exercised - - (306,604 ) (306,604 ) Add: Issued - 218,785 - 531,285 As at December 31, 2022 839,071 1,800,627 5,329,247 7,968,945 Warrant outstanding, ending balance 839,071 1,800,627 5,329,247 7,968,945 Exercise Price $ 1.06 to $ 6.26 $ 0.45 to $ 3.15 $ 1.06 to $ 1.50 Expiration Date August 2026 to January 2031 January 2023 to December 2032 January 2024 to February 2024 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) g) 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 (10 th 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 three months ended June 30, 2022, the Company granted 10,180 of options with a weighted average remaining contractual life of 10 years. The Company recorded stock-based compensation of $ 149,190 in connection with ESOP 2016 Plan (June 30, 2021 - $ 155,851 ), under general and administrative expenses with corresponding credit to additional paid in capital. During the three months ended September 30, 2022, the Company granted 3,757 of options with a weighted average remaining contractual life of 10 years. The Company recorded stock-based compensation of $ 153,338 in connection with ESOP 2016 Plan (September 30, 2021 - $ 169,778 ), under general and administrative expenses with corresponding credit to additional paid in capital. During the three months ended December 31, 2022, the Company granted no new options. The Company recorded stock-based compensation of $ 63,125 in connection with ESOP 2016 Plan (December 31, 2021 - $ 100,650 ), under general and administrative expenses with corresponding credit to additional paid in capital. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) The following table summarizes the stock option activities of the Company to December 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITIES Number of options Weighted Average exercise price ($) Outstanding as of March 31, 2022 7,409,714 2.3466 Granted 10,180 1.7700 Exercised - - Outstanding as of June 30, 2022 7,419,894 2.3458 Granted 3,757 2.2700 Outstanding as of September 30, 2022 7,423,651 2.3457 Granted - - Expired (16,733 ) 1.3671 Forfeited (88,084 ) 1,9710 Exercised - - Outstanding as of December 31, 2022 7,318,834 2.3509 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) The fair value of each option granted is estimated at the time of grant using the Black Scholes model using the following assumptions, for each of the respective fiscal year : SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS Fiscal Year 2023 Fiscal Year 2022 Exercise price ($) 1.77 – 2.27 2.40 – 3.98 Risk free interest rate (%) 3.00 – 4.06 0.34 – 2.32 Expected term (Years) 5 – 6.5 2.0 – 10.0 Expected volatility (%) 107.7 – 119.5 106.6 – 129.9 Expected dividend yield (%) 0.00 0.00 Fair value of option ($) 0.36 – 1.57 1.19 – 3.52 Expected forfeiture (attrition) rate (%) 0.00 0.00 |
OPERATING LEASE RIGHT-OF-USE AS
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE LIABILITIES | 9 Months Ended |
Dec. 31, 2022 | |
Operating Lease Right-of-use Assets And Lease Liabilities | |
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE LIABILITIES | 10. OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE LIABILITIES The Company has one operating lease primarily for office and administration. During December 2021, the Company entered into a new lease agreement. The Company paid $ 85,000 deposit that would be returned at the end of the lease. In December 2022, the Company started a new lease with an additional suite in the same premise as the existing lease. When measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate. The weighted-average-rate applied is 11.4 %. SCHEDULE OF OPERATING LEASES OBLIGATIONS Right of Use Asset $ Balance at March 31, 2022 1,242,700 New leases 685,099 Amortization (255,146 ) Balance at December 31, 2022 1,672,653 Lease Liability $ Balance at March 31, 2022 1,330,338 New leases 685,099 Repayment and interest accretion (231,533 ) Balance at December 31, 2022 1,783,904 Current portion of operating lease liability 322,882 Noncurrent portion of operating lease liability 1,461,022 The operating lease expense was $ 53,286 and $ 264,738 for the three and nine months ended December 31, 2022, respectively. (December 31, 2021: $ 119,465 and $ 255,020 ) was included in the general and administrative expenses. The following table represents the contractual undiscounted cash flows for lease obligations as at December 31, 2022: SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION Calendar year $ 2023 505,696 2024 552,293 2025 600,288 2026 565,359 2027 and beyond - Total undiscounted lease liability 2,223,636 Less imputed interest (439,732 ) Total 1,783,904 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 11. PROPERTY AND EQUIPMENT During the year-ended March 31, 2022, the Company purchased leasehold improvements of $ 12,928 (useful life: 5 years) as well as furniture & fixtures of $ 16,839 (useful life: 5 years). The Company recognized depreciation expense for these assets in the amount of $ 1,487 and $ 4,465 during the three and nine months ended December 31, 2022 (December 31, 2021: $ 819 , $ 819 ): SCHEDULE OF PROPERTY AND EQUIPMENT Cost Office equipment Leasehold improvement Total $ $ $ Balance at March 31, 2022 16,839 12,928 29,767 Additions - - - Balance at December 31, 2022 16,839 12,928 29,767 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Accumulated depreciation Office equipment Leasehold improvement Total $ $ $ Balance at March 31, 2022 1,308 1,000 2,308 Depreciation for Q1 842 647 1,489 Depreciation for Q2 842 647 1,489 Depreciation for Q3 841 646 1,487 Balance at December 31, 2022 3,833 2,940 6,773 Net book value Balance at March 31, 2022 15,531 11,928 27,459 Balance at December 31, 2022 13,006 9,988 22,994 |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 12. CONTINGENCIES There are no unrecognized claims against the Company that were assessed as significant, which were outstanding as at December 31, 2022 and, consequently, no additional provision for such has been recognized in the condensed consolidated financial statements during the three and nine months then ended. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to February 14, 2023, the date the condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855, and has determined the following material subsequent events: On January 23, 2023, the Company issued a new convertible note to an individual in the amount of $ 2,000,000 (“principal amount”). This note bears interest with a fixed rate of 10 % for its entire 18-month term, paid in advance through the issuance of common stock. On January 23, the company issued 270,270 shares to this individual in payment of this interest, using a share price of $ 0.74 per share, which is a strike price equal to the lowest Company stock price on the note issuance date. The note maybe repaid in cash, or via conversion of note principal, subject to mutual consent of the Company and the note holder, at 15 % discount to the stock’s VWAP on the conversion date. In addition, the note holder has the option to convert, after a qualified financing through the earlier of the prepayment date or maturity date, all of the outstanding principal and accrued interest thereon, based upon a conversion price equal to a 20 % discount to the lessor of (i) the actual price per new round of stock based on qualified financing, (ii) if there be no qualified financing as of the maturity date, by mutual consent and election of the Company and the note holder, at 15 % discount to average VWAP for ten consecutive trading days immediately prior to the maturity date. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – 1) identify the contract with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as performance obligations are satisfied. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Both the Bioflux mobile cardiac telemetry device, and the Biotres device are wearable devices. The cardiac data that the devices monitor and collect is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned are comprised of device sales revenues and technology fee revenues (technology as a service). The devices, together with their licensed software, are available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized. The Company may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and may eventually conduct business. The Company recognized the following forms of revenue for the three and nine months ended December 31, 2022 and 2021: SCHEDULE OF REVENUE RECOGNITION For Three Months Ended December 31, 2022 $ For Three Months Ended December 31, 2021 $ For Nine Months Ended December 31, 2022 $ For Nine Months Ended December 31, 2021 $ Technology fee sales 2,253,187 1,413,790 6,240,042 4,365,292 Device sales 205,994 266,318 656,580 886,235 Service-related and other revenue - 250,000 - 250,000 Revenue 2,459,181 1,930,108 6,896,622 5,501,527 |
Inventory | Inventory Inventory is stated at the lower of cost and market value, cost being determined on a weighted average cost basis. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. |
Significant accounting estimates and assumptions | Significant accounting estimates and assumptions The preparation of the condensed consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, structured notes, convertible debt and conversion liabilities. ● Fair value of stock options The Company measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield. ● Fair value of warrants In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity. ● Fair value of derivative liabilities In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used valuation models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period. ● Functional currency Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labor, materials, and other operating expenses. ● Useful life of property and equipment The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively. ● Provisions Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) ● Contingencies Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events. ● Inventory obsolescence Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices. ● Income and other taxes The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the condensed consolidated balance sheets, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated. ● Incremental borrowing rate for lease The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s condensed consolidated financial statements. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) |
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 loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s warrants, options, convertible promissory notes, convertible preferred stock, shares to be issued and restricted stock awards while outstanding are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants, stock options, shares to be issued and restricted stock awards. Diluted earnings with respect to the convertible promissory notes and convertible preferred stock utilizing the if-converted method was not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented. |
Cash | Cash Cash includes cash on hand and balances with banks. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, condensed consolidated balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholders’ deficiency. The Company has not, to the date of these condensed consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the condensed consolidated balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes and short term loans, federally-guaranteed loans, term loans 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. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follow: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Office equipment 5 years Leasehold improvement 5 years |
Impairment for Long-Lived Assets | Impairment for Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at December 31, 2022 and 2021, the Company believes there was no impairment of its long-lived assets. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) |
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 obligation, current, and lease obligation, long-term in the condensed 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 condensed consolidated balance sheet and are expensed on a straight-line basis over the lease term in the condensed consolidated statement of operations. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 10 for further discussion. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. |
Research and Development | Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved . |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the condensed consolidated statements of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) |
Convertible Notes Payable and Derivative Instruments | Convertible 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 condensed 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. |
Preferred Shares Extinguishments | Preferred Shares Extinguishments The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net loss. |
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 for fiscal years beginning after December 15, 2022. 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. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows. In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REVENUE RECOGNITION | The Company recognized the following forms of revenue for the three and nine months ended December 31, 2022 and 2021: SCHEDULE OF REVENUE RECOGNITION For Three Months Ended December 31, 2022 $ For Three Months Ended December 31, 2021 $ For Nine Months Ended December 31, 2022 $ For Nine Months Ended December 31, 2021 $ Technology fee sales 2,253,187 1,413,790 6,240,042 4,365,292 Device sales 205,994 266,318 656,580 886,235 Service-related and other revenue - 250,000 - 250,000 Revenue 2,459,181 1,930,108 6,896,622 5,501,527 |
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES | SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Office equipment 5 years Leasehold improvement 5 years |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at December 31, 2022 $ As at March 31, 2022 $ Accounts payable and deferred revenue 2,383,657 1,159,477 Accrued liabilities 1,106,769 1,436,270 Accounts payable and accrued liabilities 3,490,426 2,595,747 |
CONVERTIBLE NOTES AND SHORT-T_2
CONVERTIBLE NOTES AND SHORT-TERM LOANS (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES | SCHEDULE OF CONVERTIBLE NOTES Total $ Balance at March 31, 2022 1,540,000 Conversion to common shares (Note 9) (555,600 ) Redemption of convertible notes (53,250 ) Convertible note extinguishment (500,000 ) New issuance of convertible note, net of discounts 556,864 New issuance of short-term loan and promissory notes, net of discounts 2,156,480 Repayment of short-term loans (20,264 ) Amortization of discounts 1,407 Balance at December 31, 2022 3,125,637 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Debt Instrument [Line Items] | |
SCHEDULE OF DERIVATIVE LIABILITIES | SCHEDULE OF DERIVATIVE LIABILITIES Fiscal Year 2023 $ Fiscal Year 2022 $ Derivative liabilities as at March 31, 2022 and 2021 352,402 410,042 Change in fair value of derivatives during the period 195,521 (203,525 ) Reduction due to preferred shares redeemed (10,605 ) - Derivative liabilities as at June 30, 2022 and 2021 537,318 206,517 New issuance - 17,084 Change in fair value of derivatives during the period 168,762 (101,173 ) Reduction due to preferred shares redeemed (4,444 ) - Derivative liabilities as at September 30, 2022 and 2021 701,636 121,828 Change in fair value of derivatives during the period 78,026 644,774 Reduction due to preferred shares redeemed (37,987 ) (479,791 ) Derivative liabilities as at December 31, 2022 and 2021 741,675 286,811 |
SCHEDULE OF WARRANT DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS | The lattice methodology was used to value the derivative components, using the following assumptions: SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS December 2022 Dividend yield (%) 12 Risk-free rate for term (%) 4.18 – 4.36 Volatility (%) 92.7 – 93.6 Remaining terms (Years) 1.00 to 2.50 Stock price ($ per share) 0.45 to 0.72 |
Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
SCHEDULE OF DERIVATIVE LIABILITIES | SCHEDULE OF DERIVATIVE LIABILITIES Fiscal Year 2023 $ Fiscal Year 2022 $ Balance at March 31, 2022 and 2021 520,747 3,633,856 Conversion to common shares (104,118 ) (403,108 ) Change in fair value of derivative liabilities 2,703 502,508 Balance at June 30, 2022 and 2021 419,332 3,733,256 Conversion to common shares (35,274 ) (2,744,711 ) Change in fair value of derivative 3,280 (295,801 ) Balance at September 30, 2022 and 2021 387,338 692,744 Convertible note modification 14,083 - Convertible note redemption (17,979 ) - Conversion to common shares (53,402 ) (250,738 ) Change in fair value of derivative 21,679 129,999 Balance at December 31, 2022 and 2021 351,719 572,005 |
SCHEDULE OF WARRANT DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS | The monte-carlo methodology was used to value the convertible note derivative components, using the following assumptions: SCHEDULE OF WARRANT DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS December 2022 Risk-free rate for term (%) 3.74 - 4.37 Volatility (%) 90.4 - 99.6 Remaining terms (Years) 0.50 - 0.75 Stock price ($ per share) 0.50 - 1.00 |
STOCKHOLDERS_ EQUITY (DEFICIE_2
STOCKHOLDERS’ EQUITY (DEFICIENCY) (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITIES | Warrant issuances, exercises and expirations or cancellations during the three months ended December 31, 2022 and preceding periods resulted in warrants outstanding at the end of those respective periods as follows: SCHEDULE OF WARRANTS OUTSTANDING Broker and Other Warrants Consultant Warrants Warrants Issued on Conversion of Convertible Notes Total As at March 31, 2022 876,205 1,802,316 7,211,623 9,890,144 Less: Expired/cancelled - - (1,563,980 ) (1,563,980 ) Less: Exercised - - (11,792 ) (11,792 ) Add: Issued - 53,827 - 53,827 As at June 30, 2022 876,205 1,856,143 5,635,851 8,368,199 Less: Expired/cancelled (37,134 ) (114,583 ) - (151,717 ) Less: Exercised - - - - Add: Issued - 118,282 - 118,282 As at September 30, 2022 839,071 1,859,842 5,635,851 8,334,764 Warrant outstanding, beginning balance 839,071 1,859,842 5,635,851 8,334,764 Less: Expired/cancelled - (278,000 ) - (278,000 ) Less: Exercised - - (306,604 ) (306,604 ) Add: Issued - 218,785 - 531,285 As at December 31, 2022 839,071 1,800,627 5,329,247 7,968,945 Warrant outstanding, ending balance 839,071 1,800,627 5,329,247 7,968,945 Exercise Price $ 1.06 to $ 6.26 $ 0.45 to $ 3.15 $ 1.06 to $ 1.50 Expiration Date August 2026 to January 2031 January 2023 to December 2032 January 2024 to February 2024 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) g) 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 (10 th 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 three months ended June 30, 2022, the Company granted 10,180 of options with a weighted average remaining contractual life of 10 years. The Company recorded stock-based compensation of $ 149,190 in connection with ESOP 2016 Plan (June 30, 2021 - $ 155,851 ), under general and administrative expenses with corresponding credit to additional paid in capital. During the three months ended September 30, 2022, the Company granted 3,757 of options with a weighted average remaining contractual life of 10 years. The Company recorded stock-based compensation of $ 153,338 in connection with ESOP 2016 Plan (September 30, 2021 - $ 169,778 ), under general and administrative expenses with corresponding credit to additional paid in capital. During the three months ended December 31, 2022, the Company granted no new options. The Company recorded stock-based compensation of $ 63,125 in connection with ESOP 2016 Plan (December 31, 2021 - $ 100,650 ), under general and administrative expenses with corresponding credit to additional paid in capital. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) The following table summarizes the stock option activities of the Company to December 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITIES Number of options Weighted Average exercise price ($) Outstanding as of March 31, 2022 7,409,714 2.3466 Granted 10,180 1.7700 Exercised - - Outstanding as of June 30, 2022 7,419,894 2.3458 Granted 3,757 2.2700 Outstanding as of September 30, 2022 7,423,651 2.3457 Granted - - Expired (16,733 ) 1.3671 Forfeited (88,084 ) 1,9710 Exercised - - Outstanding as of December 31, 2022 7,318,834 2.3509 |
SCHEDULE OF STOCK OPTION ACTIVITIES | The following table summarizes the stock option activities of the Company to December 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITIES Number of options Weighted Average exercise price ($) Outstanding as of March 31, 2022 7,409,714 2.3466 Granted 10,180 1.7700 Exercised - - Outstanding as of June 30, 2022 7,419,894 2.3458 Granted 3,757 2.2700 Outstanding as of September 30, 2022 7,423,651 2.3457 Granted - - Expired (16,733 ) 1.3671 Forfeited (88,084 ) 1,9710 Exercised - - Outstanding as of December 31, 2022 7,318,834 2.3509 |
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 Fiscal Year 2023 Fiscal Year 2022 Exercise price ($) 1.77 – 2.27 2.40 – 3.98 Risk free interest rate (%) 3.00 – 4.06 0.34 – 2.32 Expected term (Years) 5 – 6.5 2.0 – 10.0 Expected volatility (%) 107.7 – 119.5 106.6 – 129.9 Expected dividend yield (%) 0.00 0.00 Fair value of option ($) 0.36 – 1.57 1.19 – 3.52 Expected forfeiture (attrition) rate (%) 0.00 0.00 |
OPERATING LEASE RIGHT-OF-USE _2
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Operating Lease Right-of-use Assets And Lease Liabilities | |
SCHEDULE OF OPERATING LEASES OBLIGATIONS | SCHEDULE OF OPERATING LEASES OBLIGATIONS Right of Use Asset $ Balance at March 31, 2022 1,242,700 New leases 685,099 Amortization (255,146 ) Balance at December 31, 2022 1,672,653 Lease Liability $ Balance at March 31, 2022 1,330,338 New leases 685,099 Repayment and interest accretion (231,533 ) Balance at December 31, 2022 1,783,904 Current portion of operating lease liability 322,882 Noncurrent portion of operating lease liability 1,461,022 |
SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION | The following table represents the contractual undiscounted cash flows for lease obligations as at December 31, 2022: SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION Calendar year $ 2023 505,696 2024 552,293 2025 600,288 2026 565,359 2027 and beyond - Total undiscounted lease liability 2,223,636 Less imputed interest (439,732 ) Total 1,783,904 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT Cost Office equipment Leasehold improvement Total $ $ $ Balance at March 31, 2022 16,839 12,928 29,767 Additions - - - Balance at December 31, 2022 16,839 12,928 29,767 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Accumulated depreciation Office equipment Leasehold improvement Total $ $ $ Balance at March 31, 2022 1,308 1,000 2,308 Depreciation for Q1 842 647 1,489 Depreciation for Q2 842 647 1,489 Depreciation for Q3 841 646 1,487 Balance at December 31, 2022 3,833 2,940 6,773 Net book value Balance at March 31, 2022 15,531 11,928 27,459 Balance at December 31, 2022 13,006 9,988 22,994 |
SCHEDULE OF REVENUE RECOGNITION
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||
Revenue | $ 2,459,181 | $ 1,930,108 | $ 6,896,622 | $ 5,501,527 |
Technology Fees Sales [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 2,253,187 | 1,413,790 | 6,240,042 | 4,365,292 |
Device Sales [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 205,994 | 266,318 | 656,580 | 886,235 |
Service Related and Other Revenue [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 250,000 | $ 250,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) | 9 Months Ended |
Dec. 31, 2022 | |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
BASIS OF PRESENTATION, MEASUR_2
BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Dec. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||
Retained Earnings (Accumulated Deficit) | $ 107,713,387 | $ 93,037,142 | ||||
Working capital deficiency | 2,496,289 | |||||
Proceeds from Issuance of Debt | $ 11,756,563 | |||||
Payments for Repurchase of Initial Public Offering | $ 14,545,805 | |||||
Proceeds from Short-Term Debt | $ 150,000 | $ 1,889,144 | $ 11,756,563 | |||
Economic Injury Disaster Loan [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from Issuance of Debt | $ 499,900 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable and deferred revenue | $ 2,383,657 | $ 1,159,477 |
Accrued liabilities | 1,106,769 | 1,436,270 |
Accounts payable and accrued liabilities | $ 3,490,426 | $ 2,595,747 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Payables and Accruals [Abstract] | ||
Due to Officers or Stockholders, Current | $ 203,525 | $ 2,851 |
SCHEDULE OF CONVERTIBLE NOTES (
SCHEDULE OF CONVERTIBLE NOTES (Details) | 9 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Disclosure [Abstract] | |
Balance at March 31, 2022 | $ 1,540,000 |
Conversion to common shares (Note 9) | (555,600) |
Redemption of convertible notes | (53,250) |
Convertible note extinguishment | (500,000) |
New issuance of convertible note, net of discounts | 556,864 |
New issuance of short-term loan and promissory notes, net of discounts | 2,156,480 |
Repayment of short-term loans | (20,264) |
Amortization of discounts | 1,407 |
Balance at December 31, 2022 | $ 3,125,637 |
CONVERTIBLE NOTES AND SHORT-T_3
CONVERTIBLE NOTES AND SHORT-TERM LOANS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 30, 2022 | Dec. 30, 2022 | Dec. 21, 2022 | Dec. 16, 2022 | Dec. 15, 2022 | Dec. 08, 2022 | May 22, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 21, 2021 | Jan. 08, 2021 | |
Short-Term Debt [Line Items] | |||||||||||||||
Interest Expense, Debt | $ 69,930 | $ 77,791 | $ 828,769 | ||||||||||||
Proceeds from Issuance of Debt | 11,756,563 | ||||||||||||||
Debt Conversion, Description | The redemption price was determined in accordance to the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.06 | ||||||||||||||
Debt Issuance Costs, Net | $ 193,437 | ||||||||||||||
Debt Instrument, Unamortized Discount | 21,521 | $ 21,521 | |||||||||||||
Debt Instrument, Face Amount | 270,000 | 270,000 | $ 12,000,000 | ||||||||||||
Long-Term Debt, Gross | $ 270,000 | $ 270,000 | |||||||||||||
Derivative, Loss on Derivative | $ 176,711 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 57,536 | 306,604 | 306,604 | ||||||||||||
Proceeds from Short-Term Debt | 150,000 | $ 1,889,144 | $ 11,756,563 | ||||||||||||
Repayments of Debt | $ 20,264 | ||||||||||||||
Debt instrument obligated to repay percentage | 50% | 50% | |||||||||||||
Repay With In Thirty Days [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Repayments of Debt | $ 512,000 | ||||||||||||||
Long-Term Debt | $ 920,000 | 920,000 | |||||||||||||
Repay With In Sixty Days [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Repayments of Debt | 520,000 | ||||||||||||||
Long-Term Debt | 944,000 | 944,000 | |||||||||||||
Repay With In Ninety Days [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Repayments of Debt | 528,000 | ||||||||||||||
Long-Term Debt | 968,000 | 968,000 | |||||||||||||
Repay With In One Twenty Days [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Long-Term Debt | 1,000,000 | 1,000,000 | |||||||||||||
Repay With In One Fifty Days [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Long-Term Debt | 1,088,000 | 1,088,000 | |||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Interest Payable | 82,509 | 82,509 | |||||||||||||
Convertible Notes Payable | 231,150 | 231,150 | |||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Interest Payable | $ 15,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 100,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 115 | ||||||||||||||
Convertible Notes Payable | $ 200,000 | $ 200,000 | |||||||||||||
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. | ||||||||||||||
Warrant [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 306,604 | 306,604 | |||||||||||||
Warrant [Member] | Placement Agent [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
[custom:PlacementAgentFeesDescription] | 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. | ||||||||||||||
Series A Notes [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Proceeds from Issuance of Debt | $ 11,275,500 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||||||||||||
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. | ||||||||||||||
Proceeds from Convertible Debt | 10,135,690 | ||||||||||||||
Debt Issuance Costs, Net | $ 2,301,854 | $ 2,301,854 | |||||||||||||
Debt Instrument, Unamortized Discount | $ 8,088,003 | ||||||||||||||
Debt Instrument, Face Amount | $ 700,000 | ||||||||||||||
Series A Notes [Member] | Placement Agent [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
[custom:PlacementAgentFeesDescription] | 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. | ||||||||||||||
Series A Notes [Member] | Warrant [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
[custom:PlacementAgentFeesDescription] | 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. | ||||||||||||||
Series A Notes Second [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
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 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. | ||||||||||||||
Sale of Stock, Price Per Share | $ 4 | $ 4 | |||||||||||||
Series A Note [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Long-Term Debt, Gross | 500,000 | $ 500,000 | |||||||||||||
[custom:InterestPayableCurrentAndNoncurrents-0] | $ 121,500 | $ 121,500 | |||||||||||||
Interest Payable | $ 50,400 | $ 50,400 | |||||||||||||
New Convertible Note [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | 12% | |||||||||||||
Debt Instrument, Unamortized Discount | $ 64,636 | $ 64,636 | |||||||||||||
Debt Instrument, Face Amount | 621,500 | 621,500 | |||||||||||||
Long-Term Debt, Gross | 621,500 | $ 621,500 | |||||||||||||
Debt Instrument, Interest Rate During Period | 75% | ||||||||||||||
Convertible Debt | 64,636 | $ 64,636 | |||||||||||||
Derivative, Loss on Derivative | 14,083 | ||||||||||||||
Series B 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. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. | ||||||||||||||
Proceeds from Convertible Debt | 1,240,000 | ||||||||||||||
Debt Issuance Costs, Net | $ 10,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | 1,312,500 | ||||||||||||||
Debt Instrument, Face Amount | $ 840,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 153,600 | $ 555,600 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 238,846 | ||||||||||||||
Debt Instrument, Periodic Payment | 53,250 | ||||||||||||||
[custom:DebtInstrumentRedeemedByCashPayment] | 61,238 | ||||||||||||||
Convertible Notes Payable | $ 9,991 | $ 9,991 | |||||||||||||
Series B Notes [Member] | Accredited Investors [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 1,312,500 | ||||||||||||||
Series B Notes [Member] | Warrant [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.06 | $ 1.06 | $ 1.5 | ||||||||||||
Warrants and Rights Outstanding, Term | 3 years | 3 years | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 100,000 | 100,000 | 212,500 | ||||||||||||
Short Term Securitized Bridge Loan [Member] | CFG Merchant Solutions LLC [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Issuance Costs, Net | $ 9,999 | ||||||||||||||
Debt Instrument, Unamortized Discount | $ 9,392 | $ 9,392 | |||||||||||||
Long-Term Debt, Gross | 1,120,000 | 1,120,000 | $ 560,000 | 380,500 | 380,500 | ||||||||||
Debt Instrument, Periodic Payment | $ 13,995 | ||||||||||||||
Proceeds from Short-Term Debt | $ 400,000 | ||||||||||||||
Debt Instrument, Term | 280 days | ||||||||||||||
Short Term Securitized Bridge Loan [Member] | CFG Merchant Solutions LLC [Member] | Balanced Management Agreement [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Unamortized Discount | 31,200 | 31,200 | |||||||||||||
Long-Term Debt, Gross | 799,236 | 799,236 | |||||||||||||
Short Term Securitized Bridge Loan [Member] | Balanced Management LLC [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Issuance Costs, Net | $ 32,000 | ||||||||||||||
Debt Instrument, Periodic Payment | 29,556 | ||||||||||||||
Proceeds from Short-Term Debt | $ 800,000 | ||||||||||||||
Debt Instrument, Term | 280 days | ||||||||||||||
Short Term Securitized Bridge Loan [Member] | Balanced Management LLC [Member] | First Four Weeks [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment | 14,999 | ||||||||||||||
Promissory Note Agreement [Member] | Individual Investor [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Long-Term Debt, Gross | $ 600,000 | 600,000 | 600,000 | ||||||||||||
Debt Instrument, Interest Rate During Period | 25% | ||||||||||||||
Interest Payable | $ 6,575 | $ 6,575 | |||||||||||||
Early payment penalty provision percentage | 3% | ||||||||||||||
Promissory Note [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | 21,521 | 21,521 | |||||||||||||
Debt Instrument, Fair Value Disclosure | $ 248,479 | $ 248,479 |
TERM LOAN AND CREDIT AGREEMENT
TERM LOAN AND CREDIT AGREEMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 21, 2022 | Dec. 21, 2021 | Dec. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Line Items] | |||||
Debt Instrument, Face Amount | $ 12,000,000 | $ 12,000,000 | $ 270,000 | $ 270,000 | |
Debt Instrument, Maturity Date | Dec. 21, 2026 | ||||
Subordinated Borrowing, Interest Rate | 10.50% | ||||
Debt Instrument, Date of First Required Payment | Feb. 15, 2022 | ||||
Debt Instrument, Payment Terms | Pursuant to the Credit Agreement, the Company will be required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances | ||||
Origination fee amount | $ 120,000 | ||||
Exit Fees | 600,000 | ||||
Debt Issuance Costs, Net | $ 193,437 | 193,437 | |||
Professional Fees | $ 48,484 | ||||
Debt Instrument, Fee Amount | 144,953 | 144,953 | |||
Proceeds from Loans | 12,000,000 | ||||
Repayments of Short-Term Debt | 1,574,068 | ||||
Fair Value Adjustment of Warrants | 1,042,149 | ||||
Amortization of Debt Issuance Costs and Discounts | $ 51,061 | $ 151,970 | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 57,536 | 306,604 | 306,604 | ||
Proceeds from Issuance of Warrants | 198,713 | ||||
Term Loan [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Interest Expense | $ 335,242 | $ 1,054,166 | |||
Term Loan One [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Interest Expense | $ 38,333 | $ 38,333 | |||
Cash [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Debt Issuance Costs, Net | $ 50,000 | $ 50,000 |
FEDERALLY GUARANTEED LOANS (Det
FEDERALLY GUARANTEED LOANS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 21, 2021 | May 31, 2021 | May 31, 2020 | Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||||
Proceeds from Loans | $ 12,000,000 | ||||||||
Economic Injury Disaster Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Proceeds from Loans | $ 499,900 | $ 370,900 | |||||||
Debt Instrument, Term | 30 years | ||||||||
Debt Instrument, Description | and an interest rate of | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | ||||||||
Interest Expense | $ 8,231 | $ 8,231 | $ 24,602 | $ 36,181 | |||||
Paycheck Protection Program [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Proceeds from Loans | $ 1,200,000 | ||||||||
Debt Instrument, Decrease, Forgiveness | $ 1,156,453 | ||||||||
Payments for Rent | $ 43,547 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||||
Derivative liabilities, beginning balance | $ 701,636 | $ 537,318 | $ 352,402 | $ 121,828 | $ 206,517 | $ 410,042 |
Change in fair value of derivative liabilities | 78,026 | 168,762 | 195,521 | 644,774 | (101,173) | (203,525) |
Reduction due to preferred shares redeemed | (37,987) | (4,444) | (10,605) | (479,791) | ||
Change in fair value new issuance | 17,084 | |||||
Derivative liabilities, ending balance | 741,675 | 701,636 | 537,318 | 286,811 | 121,828 | 206,517 |
Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Change in fair value of derivative liabilities | 21,679 | 3,280 | 2,703 | 129,999 | (295,801) | 502,508 |
Derivative liabilities, beginning balance | 387,338 | 419,332 | 520,747 | 692,744 | 3,733,256 | 3,633,856 |
Conversion to common shares | (53,402) | (35,274) | (104,118) | (250,738) | (2,744,711) | (403,108) |
Conversion to modification | 14,083 | |||||
Conversion to redemption | (17,979) | |||||
Derivative liabilities, beginning balance | $ 351,719 | $ 387,338 | $ 419,332 | $ 572,005 | $ 692,744 | $ 3,733,256 |
SCHEDULE OF DERIVATIVE COMPONEN
SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS (Details) | 9 Months Ended |
Dec. 31, 2022 $ / shares | |
Minimum [Member] | |
Derivative [Line Items] | |
[custom:DerivativeStockPrice-0] | $ 0.45 |
Maximum [Member] | |
Derivative [Line Items] | |
[custom:DerivativeStockPrice-0] | $ 0.72 |
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 | 4.18 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 4.36 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 92.7 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 93.6 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 1 year |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 2 years 6 months |
SCHEDULE OF WARRANT DERIVATIVE
SCHEDULE OF WARRANT DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS (Details) | 9 Months Ended |
Dec. 31, 2022 $ / shares | |
Minimum [Member] | |
Derivative [Line Items] | |
[custom:DerivativeStockPrice-0] | $ 0.45 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 4.18 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 92.7 |
Minimum [Member] | Measurement Input, Expected Term [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 1 year |
Minimum [Member] | Conversion and Redemption Features [Member] | |
Derivative [Line Items] | |
[custom:DerivativeStockPrice-0] | $ 0.50 |
Minimum [Member] | Conversion and Redemption Features [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 3.74 |
Minimum [Member] | Conversion and Redemption Features [Member] | Measurement Input, Price Volatility [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 90.4 |
Minimum [Member] | Conversion and Redemption Features [Member] | Measurement Input, Expected Term [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 6 months |
Maximum [Member] | |
Derivative [Line Items] | |
[custom:DerivativeStockPrice-0] | $ 0.72 |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 4.36 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 93.6 |
Maximum [Member] | Measurement Input, Expected Term [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 2 years 6 months |
Maximum [Member] | Conversion and Redemption Features [Member] | |
Derivative [Line Items] | |
[custom:DerivativeStockPrice-0] | $ 1 |
Maximum [Member] | Conversion and Redemption Features [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 4.37 |
Maximum [Member] | Conversion and Redemption Features [Member] | Measurement Input, Price Volatility [Member] | |
Derivative [Line Items] | |
Derivative Liability, Measurement Input | 99.6 |
Maximum [Member] | Conversion and Redemption Features [Member] | Measurement Input, Expected Term [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 9 months |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
May 22, 2020 | Jan. 09, 2020 | Oct. 31, 2019 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 100,000 | ||||||||||
Derivative Financial Instruments, Liabilities [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
[custom:RedeemedAndDerivativeLiabilities] | $ 469,116 | $ 65,062 | $ 296,032 | $ 225,919 | |||||||
Preferred Stock [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Stock Redeemed or Called During Period, Value | 496,800 | 69,852 | 328,904 | 230,000 | |||||||
Investment Company, Dividend Distribution | $ 27,684 | $ 4,790 | $ 32,872 | 4,081 | |||||||
Convertible Preferred Stock Converted to Other Securities | 715,000 | ||||||||||
Deposit Liabilities, Accrued Interest | 1,076,513 | $ 1,076,513 | |||||||||
Common Stock [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 69,252 | ||||||||||
Stock Redeemed or Called During Period, Value | 1,226,406 | ||||||||||
Investment Company, Dividend Distribution | $ 149,893 | ||||||||||
Preferred Stock, Convertible, Shares Issuable | 288,756 | 288,756 | |||||||||
Promissory Notes [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Conversion of Stock, Shares Issued | 1,830 | ||||||||||
Proceeds from Notes Payable | $ 1,830,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Preferred Stock, Shares Issued | 215 | 7,830 | |||||||||
Stock Issued During Period, Shares, New Issues | 6,000 | 100 | 288,756 | ||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 100,000 | $ 6,000,000 | $ 100,000 | $ 100,000 | |||||||
Debt Conversion, Converted Instrument, Amount | 100,000 | ||||||||||
Interest Payable | $ 15,000 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 115 | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 100 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITIES (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 08, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant outstanding, beginning balance | 8,334,764 | 8,368,199 | 9,890,144 | 9,890,144 | |
Less: Expired/cancelled | (278,000) | (151,717) | (1,563,980) | ||
Less: Exercised | (306,604) | (11,792) | |||
Add: Issued | 531,285 | 118,282 | 53,827 | ||
Warrant outstanding, ending balance | 7,968,945 | 8,334,764 | 8,368,199 | 7,968,945 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.06 | ||||
Equity Option [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of options, beginning outstanding | 7,423,651 | 7,419,894 | 7,409,714 | 7,409,714 | |
Weighted average exercise price, beginning outstanding | $ 2.3457 | $ 2.3458 | $ 2.3466 | $ 2.3466 | |
Number of options, granted | 3,757 | 10,180 | |||
Weighted average exercise price, granted | $ 2.2700 | $ 1.7700 | |||
Number of options, exercised | |||||
Weighted average exercise price, exercised | |||||
Number of options, expired | (16,733) | ||||
Weighted average exercise price, expired | $ 1.3671 | ||||
Number of options, forfeited | (88,084) | ||||
Weighted average exercise price, forfeited | $ 1.9710 | ||||
Number of options, ending outstanding | 7,318,834 | 7,423,651 | 7,419,894 | 7,318,834 | |
Weighted average exercise price, ending outstanding | $ 2.3509 | $ 2.3457 | $ 2.3458 | $ 2.3509 | |
Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Weighted average exercise price, beginning outstanding | 1.19 | 1.19 | |||
Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Weighted average exercise price, beginning outstanding | $ 3.52 | $ 3.52 | |||
Broker and Other Warrants [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant outstanding, beginning balance | 839,071 | 876,205 | 876,205 | 876,205 | |
Less: Expired/cancelled | (37,134) | ||||
Less: Exercised | |||||
Add: Issued | |||||
Warrant outstanding, ending balance | 839,071 | 839,071 | 876,205 | 839,071 | |
Consultant Warrants [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant outstanding, beginning balance | 1,859,842 | 1,856,143 | 1,802,316 | 1,802,316 | |
Less: Expired/cancelled | (278,000) | (114,583) | |||
Less: Exercised | |||||
Add: Issued | 218,785 | 118,282 | 53,827 | ||
Warrant outstanding, ending balance | 1,800,627 | 1,859,842 | 1,856,143 | 1,800,627 | |
Warrant or Right, Reason for Issuance, Description | January 2023 to December 2032 | ||||
Consultant Warrants [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | $ 0.45 | |||
Consultant Warrants [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.15 | $ 3.15 | |||
Warrants Issued on Conversion of Convertible Notes [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant outstanding, beginning balance | 5,635,851 | 5,635,851 | 7,211,623 | 7,211,623 | |
Less: Expired/cancelled | (1,563,980) | ||||
Less: Exercised | (306,604) | (11,792) | |||
Add: Issued | |||||
Warrant outstanding, ending balance | 5,329,247 | 5,635,851 | 5,635,851 | 5,329,247 | |
Warrant or Right, Reason for Issuance, Description | January 2024 to February 2024 | ||||
Broker Warrants [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant or Right, Reason for Issuance, Description | August 2026 to January 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 | 6.26 | 6.26 | |||
Warrants Issued on Conversion of Convertible Notes [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 | |||
Warrants Issued on Conversion of Convertible Notes [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 1.50 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Expected dividend yield | 0% | |
Expected forfeiture (attrition) rate | 0% | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 2.40 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.34% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years | |
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, Options, Outstanding, Weighted Average Exercise Price | $ 1.19 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 3.98 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.32% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 129.90% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 3.52 | |
Forecast [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 107.70% | |
Expected dividend yield | 0% | |
Expected forfeiture (attrition) rate | 0% | |
Forecast [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 1.77 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 3% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.36 | |
Forecast [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 2.27 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 4.06% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 6 years 6 months | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 1.57 |
STOCKHOLDERS_ EQUITY (DEFICIE_3
STOCKHOLDERS’ EQUITY (DEFICIENCY) (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 21, 2021 | May 22, 2020 | Jan. 09, 2020 | Feb. 02, 2016 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2020 | Dec. 21, 2022 | |
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 | ||||||||||||||
Common Stock, Shares, Issued | 50,775,354 | 50,775,354 | 49,810,322 | ||||||||||||
Common Stock, Other Shares, Outstanding | 1,466,718 | 1,466,718 | 1,466,718 | ||||||||||||
Preferred Stock, Shares Outstanding | 1 | ||||||||||||||
Debt Instrument, Redemption Price, Percentage | 110% | ||||||||||||||
Repayments of Debt | $ 20,264 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 250,000 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 105,263 | 22,772 | 4,167 | 250,000 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 112,631 | $ 30,287 | $ 7,500 | $ 142,501 | 150,418 | 967,092 | $ 1,414,449 | ||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 100,000 | ||||||||||||||
Proceeds from Issuance of Common Stock | 250,000 | ||||||||||||||
[custom:StockIssuedDuringPeriodSharesNewIssuesIntoAdditionalPaidInCapital] | 100,094 | ||||||||||||||
[custom:StockIssuedDuringPeriodValueNewIssuesIntoAdditionalPaidInCapital] | $ 77,300 | ||||||||||||||
Proceeds from Warrant Exercises | $ 12,500 | 518,964 | |||||||||||||
Fair Value Adjustment of Warrants | $ 1,042,149 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 306,604 | 306,604 | 57,536 | ||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 365,653 | $ 426,280 | |||||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 3,750,000 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 10 years | ||||||||||||||
Share Price | $ 0.974 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 132.20% | ||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 1,600,515 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 3,757 | 10,180 | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | 10 years | |||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 153,338 | $ 149,190 | $ 169,778 | $ 155,851 | |||||||||||
Share-Based Payment Arrangement, Expense | $ 63,125 | $ 100,650 | |||||||||||||
General and Administrative Expense [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Fair Value Adjustment of Warrants | $ 541,443 | ||||||||||||||
Warrants and Rights Outstanding | $ 77,780 | $ 77,332 | $ 77,414 | 77,780 | |||||||||||
Minimum [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 2.40 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 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, 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, Exercise Price | $ 3.98 | ||||||||||||||
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, Risk Free Interest Rate | 0.75% | ||||||||||||||
Uplisting Public Stock Offering [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,382,331 | ||||||||||||||
Proceeds from Issuance of Common Stock | $ 14,545,805 | ||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 238,846 | ||||||||||||||
Number of stock issued during the period convertible, shares | 117,647 | 404,545 | 4,696,083 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 19,263 | ||||||||||||||
Repayments of Debt | $ 14,522,812 | ||||||||||||||
Convertible Notes Payable | $ 153,600 | $ 100,000 | $ 302,000 | 153,600 | 10,309,000 | ||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 53,402 | 35,274 | 104,118 | 3,398,557 | |||||||||||
Unpaid interest amount | 815,255 | ||||||||||||||
Stock Issued During Period, Value, New Issues | 15,678,454 | ||||||||||||||
[custom:StockIssuedDuringPeriodValueToBeIssued] | $ 1,155,642 | ||||||||||||||
[custom:DebtsInstrumentSettlementAmount] | 207,002 | 135,274 | 406,118 | ||||||||||||
Debt Instrument, Fair Value Disclosure | 211,602 | 175,294 | 457,025 | $ 211,602 | |||||||||||
Loss on conversion of convertible promissory notes | 4,600 | $ 40,020 | $ 50,908 | ||||||||||||
Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 658,355 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 312,500 | 451,688 | |||||||||||||
[custom:StockIssuedDuringPeriodSharesWarrantsExercised] | 11,792 | ||||||||||||||
[custom:StockIssuedDuringPeriodValueWarrantsExercise] | $ 12,500 | ||||||||||||||
Class of Warrant or Right, Outstanding | 658,355 | ||||||||||||||
Cash receipt amount | $ 872,292 | ||||||||||||||
[custom:ClassOfWarrantOrRightCashlessWarrantExercise-0] | 446,370 | ||||||||||||||
Proceeds from Warrant Exercises | $ 103,950 | ||||||||||||||
Warrants and Rights Outstanding | $ 71,768 | $ 71,768 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 306,604 | 306,604 | |||||||||||||
Cashless Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 446,370 | ||||||||||||||
Shares To Be Issued [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 602,059 | 69,252 | |||||||||||||
Stock Issued During Period, Value, New Issues | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | (81,522) | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ (255,979) | ||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 250,000 | ||||||||||||||
[custom:StockIssuedDuringPeriodSharesWarrantsExercised] | 11,792 | (100,094) | 73,112 | ||||||||||||
Issuance of Common Shares [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
[custom:NumberSharesRemovedPreviouslyToBeIssued] | 40,094 | ||||||||||||||
Issuance of Common Shares [Member] | Minimum [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, Forfeited | $ 42,500 | ||||||||||||||
Exchange Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 13,376,947 | ||||||||||||||
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% | ||||||||||||||
Exchange Agreement [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock exchange description | 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 | ||||||||||||||
Exchange Agreement [Member] | Advisor Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock exchange description | 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 | ||||||||||||||
Exchange Agreement [Member] | Options [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock exchange description | 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 | ||||||||||||||
Shareholders [Member] | Exchange Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 52,242,072 | 51,277,040 | |||||||||||||
Common stock exchange description | 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) | ||||||||||||||
Exchangeco [Member] | Exchange Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock exchange description | 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 | ||||||||||||||
[custom:NumberOfExchangeableSharesIssued] | 9,123,031 | ||||||||||||||
Investors [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,423,260 | ||||||||||||||
Advisor and Consultant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture | 25,000 | ||||||||||||||
Advisor and Consultant [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture | 212,594 | ||||||||||||||
Executive Officer [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture | 187,594 | ||||||||||||||
Lenders [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 57,536 | ||||||||||||||
Warrants and Rights Outstanding | $ 198,713 | ||||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpirationDate] | Dec. 21, 2028 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 6.26 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.40% | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 121.71% | ||||||||||||||
Underwriter [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 373,404 | ||||||||||||||
Warrants and Rights Outstanding | $ 900,371 | ||||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpirationDate] | Aug. 26, 2026 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 3.75 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.77% | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 111.90% | ||||||||||||||
Executive [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 218,785 | 118,282 | 53,827 | ||||||||||||
Employee [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 | 3 years | |||||||||||||
Board of Director [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 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 20,000 | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 6,000 | 100 | 288,756 | ||||||||||||
Preferred Stock, Shares Outstanding | 6,305 | 6,305 | 7,201 | ||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | $ 1,000 | |||||||||||||
Preferred Stock, Dividend Rate, Percentage | 12% | ||||||||||||||
Debt Instrument, Redemption Price, Percentage | 5% | ||||||||||||||
Preferred Stock, Convertible, Conversion Price | $ 0.001 | $ 0.001 | |||||||||||||
[custom:VolumeWeightedAveragePricePercentage] | 15% | ||||||||||||||
Convertible Notes Payable | $ 200,000 | $ 200,000 | |||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 100,000 | $ 6,000,000 | $ 100,000 | $ 100,000 | |||||||||||
Issuance of preferred shares for private placement investors shares | 100 |
SCHEDULE OF OPERATING LEASES OB
SCHEDULE OF OPERATING LEASES OBLIGATIONS (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Operating Lease Right-of-use Assets And Lease Liabilities | ||
Operating lease right-of-use asset, beginning balance | $ 1,242,700 | |
New leases | 685,099 | |
Amortization | (255,146) | |
Operating lease right-of-use asset, ending balance | 1,672,653 | |
Operating lease liability, beginning balance | 1,330,338 | |
New leases | 685,099 | |
Repayment and interest accretion | (231,533) | |
Operating lease liability, ending balance | 1,783,904 | |
Current portion of operating lease liability | 322,882 | $ 210,320 |
Noncurrent portion of operating lease liability | $ 1,461,022 | $ 1,120,018 |
SCHEDULE OF CONTRACTUAL UNDISCO
SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION (Details) | Dec. 31, 2022 USD ($) |
Operating Lease Right-of-use Assets And Lease Liabilities | |
2023 | $ 505,696 |
2024 | 552,293 |
2025 | 600,288 |
2026 | 565,359 |
2027 and beyond | |
Total undiscounted lease liability | 2,223,636 |
Less imputed interest | (439,732) |
Total | $ 1,783,904 |
OPERATING LEASE RIGHT-OF-USE _3
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Operating Lease, Weighted Average Discount Rate, Percent | 11.40% | 11.40% | |||
General and Administrative Expense [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Operating Lease, Expense | $ 53,286 | $ 119,465 | $ 264,738 | $ 255,020 | |
New Lease Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Lease Deposit Liability | $ 85,000 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||
Cost, beginning balance | $ 29,767 | $ 29,767 | ||||
Additions | ||||||
Cost, ending balance | $ 29,767 | 29,767 | ||||
Accumulated depreciation, beginning balance | 2,308 | 2,308 | ||||
Depreciation | 1,487 | $ 1,489 | 1,489 | $ 819 | 4,465 | $ 819 |
Accumulated depreciation, ending balance | 6,773 | 6,773 | ||||
Net book value, beginning balance | 27,459 | 27,459 | ||||
Net book value, ending balance | 22,994 | 22,994 | ||||
Office Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Cost, beginning balance | 16,839 | 16,839 | ||||
Additions | ||||||
Cost, ending balance | 16,839 | 16,839 | ||||
Accumulated depreciation, beginning balance | 1,308 | 1,308 | ||||
Depreciation | 841 | 842 | 842 | |||
Accumulated depreciation, ending balance | 3,833 | 3,833 | ||||
Net book value, beginning balance | 15,531 | 15,531 | ||||
Net book value, ending balance | 13,006 | 13,006 | ||||
Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Cost, beginning balance | 12,928 | 12,928 | ||||
Additions | ||||||
Cost, ending balance | 12,928 | 12,928 | ||||
Accumulated depreciation, beginning balance | 1,000 | 1,000 | ||||
Depreciation | 646 | $ 647 | 647 | |||
Accumulated depreciation, ending balance | 2,940 | 2,940 | ||||
Net book value, beginning balance | $ 11,928 | 11,928 | ||||
Net book value, ending balance | $ 9,988 | $ 9,988 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||
Leasehold Improvements, Gross | $ 12,928 | ||||||
Furniture and Fixtures, Gross | $ 16,839 | ||||||
Depreciation | $ 1,487 | $ 1,489 | $ 1,489 | $ 819 | $ 4,465 | $ 819 | |
Leasehold Improvements [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||
Depreciation | $ 646 | $ 647 | $ 647 | ||||
Furniture and Fixtures [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 5 years |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Jan. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Dec. 21, 2021 | |
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | $ 270,000 | $ 12,000,000 | |||
Debt Instrument, Redemption Price, Percentage | 110% | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Redemption Price, Percentage | 20% | ||||
Subsequent Event [Member] | Debt Convertible Note Holder [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Redemption Price, Percentage | 15% | ||||
New Convertible Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | $ 621,500 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||
New Convertible Note [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | $ 2,000,000 | $ 2,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | |||
Stock Issued During Period, Shares, New Issues | 270,270 | ||||
Shares Issued, Price Per Share | $ 0.74 | $ 0.74 |