Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2019 | Nov. 13, 2019 | Feb. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | SolarWindow Technologies, Inc. | ||
Entity Central Index Key | 0001071840 | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Is Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 38,036,000 | ||
Entity Common Stock, Shares Outstanding | 52,959,323 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Incorporation, State or Country Code | NV | ||
Entity File Number | 333-127953 | ||
Entity Interactive Data Current | Yes |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Current assets | ||
Cash | $ 16,604,011 | $ 696,826 |
Deferred research and development costs | 580,879 | 133,975 |
Prepaid expenses and other current assets | 46,832 | 58,819 |
Total current assets | 17,231,722 | 889,620 |
Operating lease right-of-use asset | 65,646 | |
Equipment, net of accumulated depreciation of $68,858 and $50,509, respectively | 1,368,929 | 39,614 |
Security deposit | 2,200 | |
Total assets | 18,668,497 | 929,234 |
Current liabilities | ||
Accounts payable and accrued expenses | 97,549 | 93,616 |
Related party payables | 57,933 | |
Current maturities of operating lease | 23,169 | |
Total current liabilities | 178,651 | 93,616 |
Non-current operating lease | 42,564 | |
Bridge note payable to related party | 600,000 | |
Convertible promissory note payable to related party, net of discount of $0 and $663,918, respectively | 2,336,082 | |
Interest payable to related party | 1,523,943 | |
Total long term liabilities | 42,564 | 4,460,025 |
Total liabilities | 221,215 | 4,553,641 |
Stockholders' equity (deficit) | ||
Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding | ||
Common stock: $0.001 par value; 300,000,000 shares authorized, 52,959,323 and 36,292,656 shares issued and outstanding at August 31, 2019 and 2018, respectively | 52,959 | 36,293 |
Additional paid-in capital | 71,166,300 | 42,223,599 |
Retained deficit | (52,771,977) | (45,884,299) |
Total stockholders' equity (deficit) | 18,447,282 | (3,624,407) |
Total liabilities and stockholders' equity (deficit) | $ 18,668,497 | $ 929,234 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Current assets | ||
Equipment, net of accumulated depreciation | $ 68,858 | $ 50,509 |
Current liabilities | ||
Convertible notes payable, Discount | $ 0 | $ 663,918 |
Stockholders' equity (deficit) | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 52,959,323 | 36,292,656 |
Common stock, shares outstanding | 52,959,323 | 36,292,656 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Consolidated Statements Of Operations | ||
Revenue | ||
Operating expenses | ||
Selling, general and administrative | 4,431,643 | 3,622,367 |
Research and product development | 1,979,222 | 1,931,216 |
Total operating expenses | 6,410,865 | 5,553,583 |
Loss from operations | (6,410,865) | (5,553,583) |
Other income (expense) | ||
Interest income | 315,344 | |
Gain on disposal of assets | 326 | |
Interest expense | (128,239) | (477,566) |
Accretion of debt discount | (663,918) | (823,724) |
Total other income (expense) | (476,813) | (1,300,964) |
Net loss | $ (6,887,678) | $ (6,854,547) |
Basic and Diluted Loss per Common Share | $ (0.14) | $ (0.19) |
Weighted average number of common shares outstanding - basic and diluted | 48,986,720 | 36,020,453 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Deficit | Total |
Beginning Balance, Shares at Aug. 31, 2017 | 34,329,691 | |||
Beginning Balance, Amount at Aug. 31, 2017 | $ 34,330 | $ 35,363,946 | $ (39,029,752) | $ (3,631,476) |
September 2017 Private Placement units issued for cash, Shares | 821,600 | |||
September 2017 Private Placement units issued for cash, Amount | $ 822 | 2,554,354 | 2,555,176 | |
Stock based compensation related to stock issuances, Shares | 210,000 | |||
Stock based compensation related to stock issuances, Amount | $ 210 | 1,022,490 | 1,022,700 | |
Exercise of warrants for cash, Shares | 119,500 | |||
Exercise of warrants for cash, Amount | $ 120 | 394,030 | 394,150 | |
Exercise of warrants on a cashless basis, Shares | 665,703 | |||
Exercise of warrants on a cashless basis, Amount | $ 665 | (665) | ||
Exercise of stock options on a cashless basis, Shares | 146,162 | |||
Exercise of stock options on a cashless basis, Amount | $ 146 | (146) | ||
Stock based compensation due to common stock purchase options | 1,815,325 | 1,815,325 | ||
Discount on convertible promissory note due warrant modifications | 1,074,265 | 1,074,265 | ||
Net loss for the year ended | (6,854,547) | (6,854,547) | ||
Ending Balance, Shares at Aug. 31, 2018 | 36,292,656 | |||
Ending Balance, Amount at Aug. 31, 2018 | $ 36,293 | 42,223,599 | (45,884,299) | (3,624,407) |
November 2018 Private Placement units issued for cash, Shares | 13,200,000 | |||
November 2018 Private Placement units issued for cash, Amount | $ 13,200 | 19,786,800 | 19,800,000 | |
November 2018 Private Placement units issued in exchange for convertible debt, Shares | 3,466,667 | |||
November 2018 Private Placement units issued in exchange for convertible debt, Amount | $ 3,466 | 5,196,534 | 5,200,000 | |
Stock based compensation due to common stock purchase options | 3,959,367 | 3,959,367 | ||
Net loss for the year ended | (6,887,678) | (6,887,678) | ||
Ending Balance, Shares at Aug. 31, 2019 | 52,959,323 | |||
Ending Balance, Amount at Aug. 31, 2019 | $ 52,959 | $ 71,166,300 | $ (52,771,977) | $ 18,447,282 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (6,887,678) | $ (6,854,547) |
Adjustments to reconcile net loss to net cash flows used in operating activities | ||
Depreciation | 18,349 | 15,920 |
Stock based compensation expense | 3,959,367 | 2,838,025 |
Non cash lease expense | 87 | |
Security deposits | (2,200) | |
Accretion of debt discount | 663,918 | 823,724 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in deferred research and development costs | (446,904) | (42,771) |
Decrease (increase) in prepaid expenses and other assets | 11,987 | (42,121) |
Increase (decrease) in accounts payable and accrued expenses | 3,933 | (136,568) |
Increase (decrease) in related party payable | 57,933 | |
Increase (decrease) in interest payable | 76,057 | 477,566 |
Net cash flows used in operating activities | (2,545,151) | (2,920,772) |
Cash flows used in investing activity | ||
Purchase of equipment | (1,347,664) | (2,581) |
Net cash flows used in investing activity | (1,347,664) | (2,581) |
Cash flows from financing activities | ||
Proceeds from the issuance of equity securities | 19,800,000 | 2,949,326 |
Net cash flows from financing activities | 19,800,000 | 2,949,326 |
Change in cash | 15,907,185 | 25,973 |
Cash at beginning of period | 696,826 | 670,853 |
Cash at end of period | 16,604,011 | 696,826 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 52,182 | |
Income taxes paid in cash | ||
Supplemental disclosure of non-cash transactions: | ||
Discount on convertible promissory note due to to warrants issued/and/or modified | 1,074,265 | |
Common stock issued for conversion of note payable | $ 5,200,000 |
Organization
Organization | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
NOTE 1 - Organization | NOTE 1 – Organization SolarWindow Technologies, Inc. (the “Company”) was incorporated in the State of Nevada on May 5, 1998, under the name “Octillion Corp.” On December 2, 2008, the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. Effective as of March 9, 2015, the Company amended its Articles of Incorporation to change its name to SolarWindow Technologies, Inc. to align the company name with its brand identity, SolarWindow™. Products derived from the Company’s SolarWindow™ technology harvest light energy from the sun and from artificial light sources, by generating electricity from a transparent coating of organic photovoltaic (“ OPV Until the fourth quarter of the 2015 fiscal year, the Company was developing two sustainable electricity generating systems. These novel technologies are branded as SolarWindow™ and MotionPower™. On March 2, 2015, the Company announced its exclusive focus on SolarWindow™. The Company’s SolarWindow™ technology harvests light energy from the sun and artificial sources to generate electricity from a transparent coating of organic photovoltaic solar cells applied to glass or plastics, creating a “photovoltaic” effect. Photovoltaics are best known as “solar panels” providing a method to generate electricity using solar cells to convert energy from the sun into a flow of electrons. Conventional PV power is generated by solar modules composed of interconnected mono- or poly-crystalline cells containing PV and electricity-conducting materials. These materials are usually opaque (i.e., not see-through) and only effectively generate electricity with sun light. The Company’s researchers have replaced these materials with a very thin layer of specially developed compounds that allow SolarWindow™ technology to remain see-through or “transparent,” while generating electricity when exposed to either sun or artificial light. SolarWindow™ coatings are capable of generating electricity when exposed to direct, diffused, filtered, low, or reflected natural or artificial light. The company filed a patent application related to these specially developed compounds. Liquidity and Management’s Plan The Company does not have any commercialized products, has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. Due to the “start-up” nature of our business, we expect to incur losses as we continue development of our products and technologies. On November 26, 2018, the Company completed a self-directed offering resulting in $19,800,000 of proceeds. Simultaneously, the 2013 Note and March 2015 Loan were converted in the amount of $5,200,000, including outstanding debt principal and unpaid interest. As of August 31, 2019, the Company had $16,604,011 of cash on hand and current liabilities of $178,651. The Company believes that, as a result of the recent financing, it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Annual Report on Form 10-K. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it may need to raise additional capital to accomplish its business plan over the next several years. If additional funding is required, the Company expects to seek to obtain that funding through private equity or convertible debt. There can be no assurance as to the availability or terms upon which such financing and capital might be available. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
NOTE 2 - Summary of Significant Accounting Policies | NOTE 2 – Summary of Significant Accounting Policies Principles of Consolidation On July 5, 2019, the Board of Directors voted to dissolve Kinetic Energy Corporation (“KEC”) and New Energy Solar (“NES”). KEC was incorporated on June 19, 2008 and held the patents related to the Company’s MotionPower™ technology, which patents have been assigned to the Company. NES was incorporated on February 9, 2009, during the very early stages of SolarWindow development at the University of South Florida (“USF”). NES intellectual property jointly developed with USF was abandoned due to obsolescence of the early stage technology and due to the Company terminating a research and licensing agreement on February 18, 2015, which originated on June 21, 2010. Neither KEC nor NES has operating activity for the years ended August 31, 2019 and 2018. As a result, the financial statements presented are solely those of SolarWindow Technologies, Inc. Use of Estimates The preparation of the Company’s financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets, liabilities and expenses. These estimates and assumptions are affected by management’s application of accounting policies. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions. Cash and Cash Equivalents The Company considers cash deposits to be cash and all highly liquid investment instruments with original maturities of 90 days or less when purchased, to be cash equivalents. Cash deposits are carried at cost which approximates their fair value. The Company had $16,604,011 of cash deposits as of August 31, 2019, including $84,905 in domestic bank accounts and $16,519,106 held in Canadian bank accounts in excess of Canadian Deposit Insurance Corporation insured limits. Equipment Fixed assets are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in that period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives (years) Computer equipment and software 3 Equipment, furniture and fixtures 5 Patent and Trademark Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Fair Value Measurements The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 3 inputs. Fair Value of Financial Instruments The carrying value of cash and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of the Company’s notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Research and Product Development Research and product development costs represent costs incurred to develop the Company’s technology, including salaries and benefits for research and development personnel, allocated overhead and facility occupancy costs, supplies, equipment purchase and repair and other costs. Research and product development costs are expensed when incurred, except for nonrefundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed. Stock-Based Compensation The Company recognizes compensation expense for all stock-based payment awards made to the Company’s employees, consultants and directors that are expected to vest based on estimated fair values. The valuation of stock option awards is determined at the date of grant using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”). This model requires the use of the following assumptions: expected volatility of our common stock, which is based on our own calculated historical rate; expected life of the option award, which we elected to calculate using the simplified method; expected dividend yield, which is 0%, as we have not paid and do not have any plans to pay dividends on our common stock; and the risk-free interest rate, which is based on the U.S. Treasury rate in effect at the time of grant with maturities equal to the stock option award’s expected life. If any of the assumptions used in the Black-Scholes model changes significantly, stock-based compensation expense for future awards may differ materially compared to awards previously granted previously. The Company records compensation expense for service-based awards over the vesting period of the award on a straight-line basis. Stock-based compensation expense is recorded net of forfeitures as they occur. For awards with performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. See “NOTE 6 – Common Stock and Warrants” and “NOTE 7 - Stock Options” for additional information on the Company’s stock-based compensation plans. Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. Segment Reporting The Company’s business is considered to be operating in one segment based upon the Company’s organizational structure, the way in which the operations are managed and evaluated, the availability of separate financial results and materiality considerations. Net Income (Loss) Per Share The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). Following is the computation of basic and diluted net loss per share for the years ended August 31, 2019 and 2018: Years Ended August 31, 2019 2018 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (6,887,678 ) $ (6,854,547 ) Denominator: Weighted average number of common shares outstanding 48,986,720 36,020,453 Basic and diluted EPS $ (0.14 ) $ (0.19 ) The shares listed below were not included in the computation of diluted losses Stock options 2,777,334 1,291,334 Warrants 19,483,517 2,816,850 Convertible debt - 3,165,800 Warrants issuable upon conversion of debt (See "Note 4 - Debt") - 3,165,800 Total shares not included in the computation of diluted losses per share 22,260,851 10,439,784 Recent Accounting Standards In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The Company adopted ASU 2017-09 at the beginning of the current fiscal year with no impact on its Financial Statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC 842, Leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company early adopted ASU No. 2016-02 at the beginning of the current fiscal year. The adoption of the standard did not impact the Company’s consolidated net earnings and had no impact on cash flows. As of May 1, 2019, the Company entered into an operating lease for office space, See NOTE 8 – Lease, for additional information. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements. |
Equipment
Equipment | 12 Months Ended |
Aug. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
NOTE 3 - Equipment | NOTE 3 – Equipment Equipment consists of the following: August 31, 2019 2018 Computers, office equipment and software $ 18,678 $ 17,119 Furniture and fixtures 12,634 - Product development and manufacturing equipment 113,820 73,004 In process equipment 1,292,655 - Total equipment 1,437,787 90,123 Accumulated depreciation (68,858 ) (50,509 ) Equipment, net $ 1,368,929 $ 39,614 During the year ended August 31, 2019 and 2018, the Company purchased $1,347,664 and $2,581 of equipment, respectively. During 2019, the Company made payments totaling $1,292,655 towards the purchase of manufacturing equipment with an estimated total cost of $1,803,000. That equipment is currently being manufactured to our particular specifications and will provide a significant increase in our ability to develop and showcase prototype products and components at or near “full size”. The remaining $510,345 is expected to be paid upon completion of the equipment sometime in January of 2020. |
Debt
Debt | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
NOTE 4 - Debt | NOTE 4 - Debt As of August 31, 2018, the Company had the following outstanding debt balances which were converted to Units (defined below) during the year ended August 31, 2019: Issue Maturity Debt Interest Date Date Principal Discount Balance Payable As of August 31, 2018: March 2015 Loan as amended 3/4/2015 12/31/2019 $ 600,000 $ - $ 600,000 $ 186,797 2013 Note as amended 10/7/2013 12/31/2019 3,000,000 (663,918 ) 2,336,082 1,337,146 $ 3,600,000 $ (663,918 ) $ 2,936,082 $ 1,523,943 March 2015 Loan as Amended On March 4, 2015, the Company entered into a Bridge Loan Agreement with 1420468 Alberta Ltd. (which has since been merged with and into Kalen Capital Corporation, a British Columbia corporation wholly-owned by our Chairman, Harmel S. Rayat (the “ Investor March 2015 Loan On November 3, 2017, the Company entered into the Third Amendment related to the March 2015 Loan pursuant to which the Company and the Investor amended the March 2015 loan to extend the maturity date to December 31, 2019. As consideration for the note extension, the interest rate was increased to 10.5%. On November 26, 2018, $798,566 of the March 2015 Loan was converted in exchange for 532,377 Units pursuant to the November 2018 Private Placement except for $7,922 of accrued interest which the Company agreed to repay from proceeds from the November 2018 Private Placement, See “Note 4 – Private Placements” for additional information. During the years ended August 31, 2019 and 2018, the Company recognized $19,691 and $73,332, respectively, of interest expense. 2013 Note as Amended On October 7, 2013, the Company sold to the Investor an unsecured Convertible Promissory Note (the “ 2013 Note On November 3, 2017, the Company entered into the Third Amendment related to the 2013 Note pursuant to which the Company and the Investor amended the 2013 Note to extend the maturity date to December 31, 2019. As consideration for the note extension, the interest rate was increased to 10.5% and all outstanding warrants held by the Investor had their maturity date extended to December 31, 2022, resulting in an additional debt discount of $1,074,265 as of November 3, 2017. The modification did not result in a gain or loss due to the related party nature of the transaction. During the years ended August 31, 2019 and 2018, the Company recognized $108,548 and $404,234, respectively, of interest expense. Accretion of the debt discount related to the 2013 Note as amended amounted to $663,918 and $823,724 during the years ended August 31, 2019 and 2018, respectively. |
Private Placements
Private Placements | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
NOTE 5 - Private Placements | NOTE 5 – Private Placements November 2018 Private Placement On November 26, 2018, the Company completed a self-directed offering (the “ November 2018 Private Placement Unit Series T Warrant The Series T Warrants were accounted for pursuant to ASC 470-20-25-2. The relative fair value of the common stock was estimated to be $13,687,151. The relative fair value of the Series T Warrants was estimated to be $11,312,849 as determined based on the relative fair value allocation of the proceeds received. The Series T Warrants were valued using the Black-Scholes option pricing model using the following variables: market price of common stock - $2.94 per share; estimated volatility – 85.85%; 7-year risk free interest rate – 2.97%; expected dividend rate - 0% and expected life - 7 years. September 2017 Private Placement On September 11, 2017, the Company initiated and on September 29, 2017, completed a self-directed offering of 821,600 units at a price of $3.11 per unit for $2,555,176 in aggregate proceeds (the “ September 2017 Private Placement Series S Warrant The S Warrants were accounted for pursuant to ASC 470-20-25-2. The relative fair value of the common stock was estimated to be $1,540,000. The relative fair value of the Series S Warrants was estimated to be $1,015,000 as determined based on the relative fair value allocation of the proceeds received. The Series S Warrants were valued using the Black-Scholes option pricing model using the following variables: market price of common stock - $3.95 per share; estimated volatility – 77.96%; 5-year risk free interest rate – 1.71%; expected dividend rate - 0% and expected life - 5 years. |
Common Stock and Warrants
Common Stock and Warrants | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
NOTE 6 - Common Stock and Warrants | NOTE 6 – Common Stock and Warrants Common Stock At August 31, 2019, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, 52,959,323 shares of common stock outstanding and 1,064,085 shares reserved for issuance under the Company’s 2006 Long-Term Incentive Plan (the “ 2006 Plan During the year ended August 31, 2019, the Company completed the November 2018 Private Placement of 16,666,667 units at a price of $1.50 per unit. Each unit consisted of one share of common stock and one Series T Stock Purchase Warrant to purchase one (1) share of common stock at an exercise price of $1.70 per share for a period of seven (7) years (See “NOTE 5 – Private Placements”). During the year ended August 31, 2018, we entered into the following securities related transactions: • On September 29, 2017, the Company completed the September 2017 Private Placement of 821,600 units at a price of $3.11 per unit for $2,555,176 in aggregate proceeds. Each unit consisted of one share of common stock and one Series S Stock Purchase Warrant to purchase one (1) share of common stock at an exercise price of $3.42 per share through September 29, 2022. The warrants may be exercised on a cashless basis (See “NOTE 5 – Private Placements”). • On November 21, 2017 each director was granted 40,000 shares of common stock for a total issuance of 160,000 shares of common stock valued at $4.87 per share, the fair market value of our common stock on the date of issuance. Additionally, on November 21, the Company issued Jatinder Bhogal, Director, an additional 50,000 shares valued at $4.87 per share. 75% of the 210,000 issued shares are subject to a one-year lock-up. • From September 6, 2017 through October 30, 2017, holders of our Series O Warrants exercised 80,000 warrants at an exercise price of $3.10 per share resulting in $248,000 to the Company and the issuance of 80,000 shares of common stock. • On September 7, 2017, John Conklin, the Company’s President & CEO, exercised 100,000 stock purchase options on a cashless basis resulting in the issuance of 46,097 shares of common stock. On January 4, 2018, Mr. Conklin exercised 50,000 stock purchase options on a cashless basis resulting in the issuance of 34,013 shares of common stock. • On December 28, 2017, Alastair Livesey, a Company Director, exercised 36,667 stock purchase options on a cashless basis resulting in the issuance of 19,067 shares of common stock. • From September 7, 2017 through April 13, 2018, three other individuals exercised a total of 105,000 stock purchase options on a cashless basis resulting in the issuance of 46,985 shares of common stock. • On September 7, 2017, the Investor exercised their outstanding Series Q Warrant to purchase up to 468,750 shares of the Company’s common stock on a cashless basis, resulting in the issuance of 189,940 shares of common stock. • On September 7, 2017, a third party exercised their outstanding Series Q Warrant to purchase up to 468,750 shares of the Company’s common stock on a cashless basis, resulting in the issuance of 189,940 shares of common stock. • On December 28, 2017, a third party exercised their outstanding Series R Warrant to purchase up to 468,750 shares of the Company’s common stock on a cashless basis, resulting in the issuance of 285,823 shares of common stock. • From December 1, 2017 through April 30, 2018, holders of our Series P Warrants exercised 39,500 warrants at an exercise price of $3.70 per share resulting in $146,150 to the Company and the issuance of 39,500 shares of common stock. Warrants Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. Other than the Series O Warrants and Series P Warrants, all of the following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of August 31, 2019 and 2018 is as follows: Shares of Common Stock Issuable from Warrants Outstanding as of Weighted August 31, Exercise Date of Description 2019 2018 Price Issuance Expiration Series M 246,000 246,000 $ 2.34 December 7, 2015 December 31, 2022 Series N 767,000 767,000 $ 3.38 December 31, 2015 December 31, 2022 Series P 213,500 213,500 $ 3.70 March 25, 2016 December 31, 2022 Series R 468,750 468,750 $ 4.00 June 20, 2016 December 31, 2022 Series S-A 300,000 300,000 $ 2.53 July 24, 2017 December 31, 2022 Series S 821,600 821,600 $ 3.42 September 29, 2017 September 29, 2022 Series T 16,666,667 - $ 1.70 November 26, 2018 November 26, 2025 Total 19,483,517 2,816,850 |
Stock Options
Stock Options | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
NOTE 7 - Stock Options | NOTE 7 - Stock Options Stock option grants pursuant to the 2006 Plan vest either immediately or over one to five years and expire from six to ten years after the date of grant. Stockholders previously approved 5,000,000 shares for grant under the 2006 Plan, of which 1,064,085 remain available for grant, 1,305,001 have been exercised in total with 629,677 net shares (due to a cashless exercise feature) issued pursuant to such exercises of vested options from inception of the 2006 Plan through August 31, 2019. All shares approved for grant and subsequently forfeited are available for future grant. The Company does not repurchase shares to fulfill the requirements of options that are exercised and therefore issues new shares when options are exercised. The 2006 Plan was approved by stockholders on February 7, 2011 and expires according to its terms on February 7, 2021. The Company employs the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options: Years Ended August 31, 2019 2018 Expected dividend yield – – Expected stock price volatility 87.42 – 87.84% 83.43% – 83.55% Risk-free interest rate 1.84% 2.27% - 2.33% Expected term (in years) 4.5 – 5.0 7.67 Exercise price $3.54 $4.87 - $5.35 Weighted-average grant date fair-value $2.35 – $2.43 $3.76 - $5.64 A summary of the Company’s stock option activity for the years ended August 31, 2019 and 2018 and related information follows: Number of Shares Subject to Option Grants Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($) Outstanding at August 31, 2017 2,125,001 2.84 Grants 1,263,000 5.25 Exercises (291,667 ) 3.32 Forfeitures and cancellations (1,805,000 ) 2.74 Outstanding at August 31, 2018 1,291,334 5.22 Grants 1,506,000 3.54 Forfeitures and cancellations (20,000 ) 4.87 Outstanding at August 31, 2019 2,777,334 4.31 8.33 0 Exercisable at August 31, 2019 1,716,234 4.17 9.00 0 The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all in-the-money option holders exercised their vested options on August 31, 2019. The intrinsic value of the option changes based upon the fair market value of the Company’s common stock. Since the closing stock price was $2.71 on August 30, 2019 and no outstanding options have an exercise price below $2.719 per share, as of August 31, 2019, there is no intrinsic value to the Company’s outstanding stock options. Year Ended August 31, 2019 On July 5, 2019, the Company’s Board granted 498,000 options to directors and employees with an exercise price of $3.54, vesting at the rate of 1/20 th Due to his resignation from the Board of Directors on October 22, 2018, Joseph Sierchio forfeited 20,000 unvested stock options with an exercise price of $4.87 which resulted in the Company reversing previously recorded stock compensation expense related to the vesting of said options in the amount of $58,367. Year Ended August 31, 2018 On November 21, 2017, the Company’s Board granted 255,000 options to directors and employees with an exercise price of $4.87. On December 27, 2017, the Company entered into an employment agreement with John Conklin pursuant to which Mr. Conklin was granted 1,008,000 stock purchase options with an exercise price of $5.35 per share, vesting at the rate of 1/48 th During the year ended August 31, 2018, there were 291,667 options exercised on a cashless basis resulting in the issuance of 146,162 shares of common stock and 5,000 unvested options forfeited resulting in a reduction to stock compensation expense of $5,157. The aggregate intrinsic value of the options exercised was $1,045,135. The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the years ended August 31, 2019 and 2018: Years ended August 31, 2019 2018 Stock based compensation expense related to the following: Stock Options: SG&A $ 2,993,532 $ 1,018,351 R&D 965,835 796,974 Total 3,959,367 1,815,325 Restricted stock issuances: SG&A - 1,022,700 R&D - - Total - 1,022,700 Total stock based compensation expense $ 3,959,367 $ 2,838,025 As of August 31, 2019, the Company had $4,427,233 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 4.75 years. The following table summarizes information about stock options outstanding and exercisable at August 31, 2019: Stock Options Outstanding Stock Options Exercisable Range of Number of Shares Weighted Weighted Number Weighted Average Weighted 3.28 7,500 7.21 3.28 7,500 7.21 3.28 3.46 35,000 6.35 3.46 35,000 6.35 3.46 3.54 1,506,000 8.53 3.54 1,032,900 9.76 3.54 4.87 187,500 8.23 4.87 187,500 8.23 4.87 5.35 1,008,000 8.35 5.35 420,000 8.35 5.35 5.94 33,334 1.32 5.94 33,334 1.32 5.94 Total 2,777,334 8.33 4.31 1,716,234 9.00 4.17 |
Lease
Lease | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
NOTE 8 - Lease | NOTE 8 – Lease On May 1, 2019, the Company leased office space in Vestal, New York and entered into a Professional Building Lease Agreement (the “Lease”). The Lease has an initial term of three years through May 1, 2022 with monthly rent due of $2,200 for the first two years and $2,266 during year three. The Company has the sole option to renew the lease for an additional two years through May 1, 2024. The amounts disclosed in the Balance Sheets pertaining to the right-of-use asset and lease liability are measured based on only the initial, three-year term. The Company’s existing leases are not subject to any restrictions or covenants which preclude its ability to pay dividends, obtain financing, or enter into additional leases. As of August 31, 2019, the Company has not entered into any leases which have not yet commenced which would entitle the Company to significant rights or create additional obligations. The Company used its estimated incremental borrowing rate as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment. The components of lease expenses were as follows: Years Ended August 31, 2019 2018 Operating lease cost $ 8,888 $ - Short-term lease costs - 12,000 Total net lease costs $ 8,888 $ 12,000 Supplemental balance sheet information related to the Lease is as follows: As of August 31, 2019 Operating lease right-of-use asset $ 65,646 Current maturities of operating lease $ 23,169 Non-current operating lease 42,564 Total operating lease liabilities $ 65,733 Weighted Average remaining lease term (in years): 2.9 Discount rate: 5.85 % The Company’s future lease payments, which are presented as current maturities of operating leases and non-current operating leases liabilities on the Company’s balance sheets as of August 31, 2019 are as follows: Amount 2020 $ 26,400 2021 26,664 2022 18,128 Total lease payments 71,192 Less: Imputed interest (5,458 ) Total lease obligation 65,733 Less: current lease obligations 23,169 Long term lease obligations $ 42,564 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
NOTE 9 - Related Party Transactions | NOTE 9 - Related Party Transactions A related party with respect to the Company is generally defined as any person (i) (and, if a natural person, inclusive of his or her immediate family) that holds 10% or more of the Company’s securities, (ii) that is part of the Company’s management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The law firm of Sierchio & Partners, LLP, of which Joseph Sierchio, one of the Company’s former directors, was a principal, had provided counsel to the Company since its inception. Beginning in September 2016, Mr. Sierchio became a partner at Satterlee Stephens LLP (“Satterlee”). Concurrently with Mr. Sierchio’s move to Satterlee, the Company engaged with Satterlee to provide legal counsel with Mr. Sierchio maintaining his role as the Company’s primary attorney. Mr. Sierchio resigned from the Board effective October 22, 2018, but maintains his role as the Company’s General Counsel. During our fiscal year ended August 31, 2019 (from September 1, 2018 through October 22, 2018, the date of Mr. Sierchio’s resignation from the Board) and 2018, the Company recognized $3,480 and $257,983, respectively of fees for legal services billed by firms associated with Mr. Sierchio. On November 26, 2018, the Company completed the November 2018 Private Placement to accredited investors of 16,666,667 Units of the Company’s equity securities at a price of $1.50 per Unit with each Unit comprised of (a) one share of common stock; and (b) one Series T Warrant to purchase one share of common stock at a price of $1.70 per share for a period of seven (7) years. The Investor participated in the November 2018 Private Placement by purchasing 13,100,000 Units in exchange for cash of $19,650,000 and converting $5,200,000 owing under the March 2015 Loan and 2013 Note into 3,466,667 Units. On August 7, 2017, the Company appointed Jatinder Bhogal to the Board of Directors. Mr. Bhogal has provided consulting services to the Company through his wholly owned company, Vector Asset Management, Inc., pursuant to a Consulting Agreement dated February 1, 2014, as amended on November 11, 2016 and on December 1, 2018 (Amendment No. 2). Pursuant to the Consulting Agreements in effect prior to December 1, 2018, Mr. Bhogal received compensation of $5,000 per month. Beginning with Amendment No. 2, Mr. Bhogal receives compensation of $18,750 per month. During the years ended August 31, 2019 and 2018, the Company recognized $183,750 and $60,000 of expense in connection with the Consulting Agreement. On November 3, 2017, the Company entered into the Third Amendment to the 2013 Bridge Loan Agreement and the Third Amendment to the 2015 Bridge Loan Agreement with the Investor pursuant to which the Company and the Investor agreed to extend the maturity date to December 31, 2019. Pursuant to the Third Amendment to the 2013 Bridge Loan Agreement and the Third Amendment to the 2015 Bridge Loan Agreement, the rate of interest increased to 10.5% and the following warrants, held by the Investor, had their maturity date extended to December 31, 2022: a) Series M Warrant to purchase 246,000 shares; b) Series N Warrant to purchase 767,000 shares; c) Series P Warrant to purchase 213,500 shares; d) Series R Warrant to purchase 468,750; and e) Series S-A Warrant to purchase 300,000 shares. As a result of extending the expiration date of the above warrants to December 31, 2022, the Company recognized an additional debt discount to the 2013 Note of $1,074,265 as of November 3, 2017. For additional information related to our warrants, please see “NOTE 6 – Common Stock and Warrants”. For additional information related to our debt, please see “NOTE 4 – Debt”. All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
NOTE 10 - Income Taxes | NOTE 10 – Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”) was enacted into law. The Act applies to corporations generally beginning with taxable years starting after December 31, 2017 and reduces the corporate tax rate from a graduated set of rates with a maximum 35% tax rate to a flat 21% tax rate. Additionally, the Act introduced other changes that impacted corporations, including a net operating loss (“NOL”) deduction annual limitation, an interest expense deduction annual limitation, elimination of the alternative minimum tax, and immediate expensing of the full cost of qualified property. The Act also introduced an international tax reform that moved the U.S. toward a territorial system, in which income earned in other counties will generally not be subject to U.S. taxation. However, the accumulated foreign earnings of certain foreign corporations were subject to a one-time transition tax, which can be elected to be paid over an eight-year tax transition period, using specified percentages, or in one lump sum. NOL and foreign tax credit (“FTC”) carryforwards can be used to offset the transition tax liability. This change had no impact on the Company as it has not earned taxable income in the past and it has significant NOL carryforwards. As a result of the Tax Act, deferred tax assets decreased by approximately $4,074,000 during the year ended August 31, 2018, with an offsetting decrease to the valuation allowance with no effect on the Statement of Operations. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets at August 31, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 5,901,666 $ 4,955,211 Capitalized research and development 1,014,380 992,354 Depreciation (7,353 ) (6,314 ) Stock based compensation 1,983,425 1,151,958 Interest expense - 283,307 Research and development credit carry forward 599,646 520,665 Total deferred tax assets 9,491,764 7,897,181 Less: valuation allowance (9,491,764 ) (7,897,181 ) Net deferred tax asset $ - $ - The net increase in the valuation allowance for deferred tax assets was $1,594,583 during the year ended August 31, 2019 compared to a decrease of $2,550,704 for the year ended August 31, 2018. During the year ended August 31, 2018, the decrease in the valuation allowance was primarily due to the change in the corporate tax rate from 34% to 21%. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations. For federal income tax purposes, the Company has net U.S. operating loss carry forwards at August 31, 2019 available to offset future federal taxable income, if any, of $28,103,171. Accordingly, there is no tax expense for the years ended August 31, 2019 and 2018. In addition, the Company has research and development tax credit carry forwards of $599,646 at August 31, 2019, which are available to offset federal income taxes. The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock. The effects of state income taxes were insignificant for the years ended August 31, 2019 and 2018. The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 21% for the year ended August 31, 2019 and 2018: 2019 2018 Income tax benefit at statutory rate $ 1,446,412 $ 1,737,285 Permanent differences 69,190 (296,092 ) Change in federal statutory rate - (4,074,264 ) Research and development credit 78,981 82,367 Change in valuation allowance (1,594,583 ) 2,550,704 $ - $ - The fiscal years 2017 through 2019 remain open to examination by federal authorities and other jurisdictions in which the Company operates. The Company does not have any uncertain tax positions at August 31, 2019 and 2018 that would affect its effective tax rate. The Company does not anticipate a significant change in the amount of unrecognized tax benefits over the next twelve months. Because the Company is in a loss carryforward position, the Company is generally subject to US federal and state income tax examinations by tax authorities for all years for which a loss carryforward is available. If and when applicable, the Company will recognize interest and penalties as part of income tax expense. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
NOTE 11 - Quarterly Financial Data (Unaudited) | NOTE 11 – Quarterly Financial Data (Unaudited) The following is the quarterly financial data for the years ended August 31, 2019 and 2018: 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenue $ - $ - $ - $ - $ - Net loss (1,686,916 ) (826,836 ) (987,342 ) (3,386,584 ) (6,887,678 ) Basic and diluted loss per share $ 0.03 $ 0.02 $ 0.02 $ 0.06 $ 0.14 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenue $ - $ - $ - $ - $ - Net loss (2,699,153 ) (1,489,463 ) (1,444,896 ) (1,221,035 ) (6,854,547 ) Basic and diluted loss per share $ (0.08 ) $ (0.04 ) $ (0.04 ) $ (0.03 ) $ (0.19 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2019 | |
Subsequent Events [Abstract] | |
NOTE 12 - Subsequent Events | NOTE 12 – Subsequent Events Management has reviewed material events subsequent of the period ended August 31, 2019 and through the date of filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. In managements opinion, no material subsequent events have occurred as of the dte of this annual report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2019 | |
Summary Of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation On July 5, 2019, the Board of Directors voted to dissolve Kinetic Energy Corporation (“KEC”) and New Energy Solar (“NES”). KEC was incorporated on June 19, 2008 and held the patents related to the Company’s MotionPower™ technology, which patents have been assigned to the Company. NES was incorporated on February 9, 2009, during the very early stages of SolarWindow development at the University of South Florida (“USF”). NES intellectual property jointly developed with USF was abandoned due to obsolescence of the early stage technology and due to the Company terminating a research and licensing agreement on February 18, 2015, which originated on June 21, 2010. Neither KEC nor NES has operating activity for the years ended August 31, 2019 and 2018. As a result, the financial statements presented are solely those of SolarWindow Technologies, Inc. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets, liabilities and expenses. These estimates and assumptions are affected by management’s application of accounting policies. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash deposits to be cash and all highly liquid investment instruments with original maturities of 90 days or less when purchased, to be cash equivalents. Cash deposits are carried at cost which approximates their fair value. The Company had $16,604,011 of cash deposits as of August 31, 2019, including $84,905 in domestic bank accounts and $16,519,106 held in Canadian bank accounts in excess of Canadian Deposit Insurance Corporation insured limits. |
Equipment | Equipment Fixed assets are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in that period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives (years) Computer equipment and software 3 Equipment, furniture and fixtures 5 |
Patent and Trademark Costs | Patent and Trademark Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. |
Fair Value Measurements | Fair Value Measurements The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 3 inputs. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of the Company’s notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
Research and Product Development | Research and Product Development Research and product development costs represent costs incurred to develop the Company’s technology, including salaries and benefits for research and development personnel, allocated overhead and facility occupancy costs, supplies, equipment purchase and repair and other costs. Research and product development costs are expensed when incurred, except for nonrefundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all stock-based payment awards made to the Company’s employees, consultants and directors that are expected to vest based on estimated fair values. The valuation of stock option awards is determined at the date of grant using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”). This model requires the use of the following assumptions: expected volatility of our common stock, which is based on our own calculated historical rate; expected life of the option award, which we elected to calculate using the simplified method; expected dividend yield, which is 0%, as we have not paid and do not have any plans to pay dividends on our common stock; and the risk-free interest rate, which is based on the U.S. Treasury rate in effect at the time of grant with maturities equal to the stock option award’s expected life. If any of the assumptions used in the Black-Scholes model changes significantly, stock-based compensation expense for future awards may differ materially compared to awards previously granted previously. The Company records compensation expense for service-based awards over the vesting period of the award on a straight-line basis. Stock-based compensation expense is recorded net of forfeitures as they occur. For awards with performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. See “NOTE 6 – Common Stock and Warrants” and “NOTE 7 - Stock Options” for additional information on the Company’s stock-based compensation plans. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. |
Segment Reporting | Segment Reporting The Company’s business is considered to be operating in one segment based upon the Company’s organizational structure, the way in which the operations are managed and evaluated, the availability of separate financial results and materiality considerations. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). Following is the computation of basic and diluted net loss per share for the years ended August 31, 2019 and 2018: Years Ended August 31, 2019 2018 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (6,887,678 ) $ (6,854,547 ) Denominator: Weighted average number of common shares outstanding 48,986,720 36,020,453 Basic and diluted EPS $ (0.14 ) $ (0.19 ) The shares listed below were not included in the computation of diluted losses Stock options 2,777,334 1,291,334 Warrants 19,483,517 2,816,850 Convertible debt - 3,165,800 Warrants issuable upon conversion of debt (See "Note 4 - Debt") - 3,165,800 Total shares not included in the computation of diluted losses per share 22,260,851 10,439,784 |
Recent Accounting Standards | Recent Accounting Standards In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The Company adopted ASU 2017-09 at the beginning of the current fiscal year with no impact on its Financial Statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC 842, Leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company early adopted ASU No. 2016-02 at the beginning of the current fiscal year. The adoption of the standard did not impact the Company’s consolidated net earnings and had no impact on cash flows. As of May 1, 2019, the Company entered into an operating lease for office space, See NOTE 8 – Lease, for additional information. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Summary Of Significant Accounting Policies Tables Abstract | |
Estimated useful lives | Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives (years) Computer equipment and software 3 Equipment, furniture and fixtures 5 |
Computation of basic and diluted net loss per share | Following is the computation of basic and diluted net loss per share for the years ended August 31, 2019 and 2018: Years Ended August 31, 2019 2018 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (6,887,678 ) $ (6,854,547 ) Denominator: Weighted average number of common shares outstanding 48,986,720 36,020,453 Basic and diluted EPS $ (0.14 ) $ (0.19 ) The shares listed below were not included in the computation of diluted losses Stock options 2,777,334 1,291,334 Warrants 19,483,517 2,816,850 Convertible debt - 3,165,800 Warrants issuable upon conversion of debt (See "Note 4 - Debt") - 3,165,800 Total shares not included in the computation of diluted losses per share 22,260,851 10,439,784 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment | Equipment consists of the following: August 31, 2019 2018 Computers, office equipment and software $ 18,678 $ 17,119 Furniture and fixtures 12,634 - Product development and manufacturing equipment 113,820 73,004 In process equipment 1,292,655 - Total equipment 1,437,787 90,123 Accumulated depreciation (68,858 ) (50,509 ) Equipment, net $ 1,368,929 $ 39,614 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Debt | |
Schedule of debt outstanding | As of August 31, 2018, the Company had the following outstanding debt balances which were converted to Units (defined below) during the year ended August 31, 2019: Issue Maturity Debt Interest Date Date Principal Discount Balance Payable As of August 31, 2018: March 2015 Loan as amended 3/4/2015 12/31/2019 $ 600,000 $ - $ 600,000 $ 186,797 2013 Note as amended 10/7/2013 12/31/2019 3,000,000 (663,918 ) 2,336,082 1,337,146 $ 3,600,000 $ (663,918 ) $ 2,936,082 $ 1,523,943 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Common Stock And Warrants Tables | |
Warrants outstanding and exercisable | A summary of the Company’s warrants outstanding and exercisable as of August 31, 2019 and 2018 is as follows: Shares of Common Stock Issuable from Warrants Outstanding as of Weighted August 31, Exercise Date of Description 2019 2018 Price Issuance Expiration Series M 246,000 246,000 $ 2.34 December 7, 2015 December 31, 2022 Series N 767,000 767,000 $ 3.38 December 31, 2015 December 31, 2022 Series P 213,500 213,500 $ 3.70 March 25, 2016 December 31, 2022 Series R 468,750 468,750 $ 4.00 June 20, 2016 December 31, 2022 Series S-A 300,000 300,000 $ 2.53 July 24, 2017 December 31, 2022 Series S 821,600 821,600 $ 3.42 September 29, 2017 September 29, 2022 Series T 16,666,667 - $ 1.70 November 26, 2018 November 26, 2025 Total 19,483,517 2,816,850 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Stock Options Tables | |
Assumptions | The Company employs the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options: Years Ended August 31, 2019 2018 Expected dividend yield – – Expected stock price volatility 87.42 – 87.84% 83.43% – 83.55% Risk-free interest rate 1.84% 2.27% - 2.33% Expected term (in years) 4.5 – 5.0 7.67 Exercise price $3.54 $4.87 - $5.35 Weighted-average grant date fair-value $2.35 – $2.43 $3.76 - $5.64 |
Stock option activity | A summary of the Company’s stock option activity for the years ended August 31, 2019 and 2018 and related information follows: Number of Shares Subject to Option Grants Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($) Outstanding at August 31, 2017 2,125,001 2.84 Grants 1,263,000 5.25 Exercises (291,667 ) 3.32 Forfeitures and cancellations (1,805,000 ) 2.74 Outstanding at August 31, 2018 1,291,334 5.22 Grants 1,506,000 3.54 Forfeitures and cancellations (20,000 ) 4.87 Outstanding at August 31, 2019 2,777,334 4.31 8.33 0 Exercisable at August 31, 2019 1,716,234 4.17 9.00 0 |
Share-based compensation cost | The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the years ended August 31, 2019 and 2018: Years ended August 31, 2019 2018 Stock based compensation expense related to the following: Stock Options: SG&A $ 2,993,532 $ 1,018,351 R&D 965,835 796,974 Total 3,959,367 1,815,325 Restricted stock issuances: SG&A - 1,022,700 R&D - - Total - 1,022,700 Total stock based compensation expense $ 3,959,367 $ 2,838,025 |
Stock options outstanding and exercisable | The following table summarizes information about stock options outstanding and exercisable at August 31, 2019: Stock Options Outstanding Stock Options Exercisable Range of Number of Shares Weighted Weighted Number Weighted Average Weighted 3.28 7,500 7.21 3.28 7,500 7.21 3.28 3.46 35,000 6.35 3.46 35,000 6.35 3.46 3.54 1,506,000 8.53 3.54 1,032,900 9.76 3.54 4.87 187,500 8.23 4.87 187,500 8.23 4.87 5.35 1,008,000 8.35 5.35 420,000 8.35 5.35 5.94 33,334 1.32 5.94 33,334 1.32 5.94 Total 2,777,334 8.33 4.31 1,716,234 9.00 4.17 |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
Components of lease expenses | The components of lease expenses were as follows: Years Ended August 31, 2019 2018 Operating lease cost $ 8,888 $ - Short-term lease costs - 12,000 Total net lease costs $ 8,888 $ 12,000 |
Supplemental balance sheet information related to Lease | Supplemental balance sheet information related to the Lease is as follows: As of August 31, 2019 Operating lease right-of-use asset $ 65,646 Current maturities of operating lease $ 23,169 Non-current operating lease 42,564 Total operating lease liabilities $ 65,733 Weighted Average remaining lease term (in years): 2.9 Discount rate: 5.85 % |
Schedule of future lease payments | The Company’s future lease payments, which are presented as current maturities of operating leases and non-current operating leases liabilities on the Company’s balance sheets as of August 31, 2019 are as follows: Amount 2020 $ 26,400 2021 26,664 2022 18,128 Total lease payments 71,192 Less: Imputed interest (5,458 ) Total lease obligation 65,733 Less: current lease obligations 23,169 Long term lease obligations $ 42,564 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
Deferred income taxes | Significant components of the Company’s deferred tax assets at August 31, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 5,901,666 $ 4,955,211 Capitalized research and development 1,014,380 992,354 Depreciation (7,353 ) (6,314 ) Stock based compensation 1,983,425 1,151,958 Interest expense - 283,307 Research and development credit carry forward 599,646 520,665 Total deferred tax assets 9,491,764 7,897,181 Less: valuation allowance (9,491,764 ) (7,897,181 ) Net deferred tax asset $ - $ - |
Schedule of effective income tax rate reconciliation | The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 21% for the year ended August 31, 2019 and 2018: 2019 2018 Income tax benefit at statutory rate $ 1,446,412 $ 1,737,285 Permanent differences 69,190 (296,092 ) Change in federal statutory rate - (4,074,264 ) Research and development credit 78,981 82,367 Change in valuation allowance (1,594,583 ) 2,550,704 $ - $ - |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
Schedule of quarterly financial information | The following is the quarterly financial data for the years ended August 31, 2019 and 2018: 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenue $ - $ - $ - $ - $ - Net loss (1,686,916 ) (826,836 ) (987,342 ) (3,386,584 ) (6,887,678 ) Basic and diluted loss per share $ 0.03 $ 0.02 $ 0.02 $ 0.06 $ 0.14 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenue $ - $ - $ - $ - $ - Net loss (2,699,153 ) (1,489,463 ) (1,444,896 ) (1,221,035 ) (6,854,547 ) Basic and diluted loss per share $ (0.08 ) $ (0.04 ) $ (0.04 ) $ (0.03 ) $ (0.19 ) |
Organization (Details Narrative
Organization (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 26, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
State of incorporation | NV | |||
Date of incorporation | May 5, 1998 | |||
Cash | $ 16,604,011 | $ 696,826 | $ 670,853 | |
Current liabilities | 178,651 | 93,616 | ||
Proceeds from the issuance of equity securities | $ 19,800,000 | |||
Common stock issued for conversion of note payable | 5,200,000 | |||
2013 Note and March 2015 [Member] | ||||
Common stock issued for conversion of note payable | $ 5,200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Aug. 31, 2019 | |
Computers, office equipment and software [Member] | |
Estimated useful lives | 3 years |
Furniture and Fixtures [Member] | |
Estimated useful lives | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Aug. 31, 2018 | May 31, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | Aug. 31, 2019 | Aug. 31, 2018 | |
Numerator: | ||||||||||
Loss available to common stockholders' | $ (3,386,584) | $ (987,342) | $ (826,836) | $ (1,686,916) | $ (1,221,035) | $ (1,444,896) | $ (1,489,463) | $ (2,699,153) | $ (6,887,678) | $ (6,854,547) |
Denominator: | ||||||||||
Weighted average number of common shares outstanding | 48,986,720 | 36,020,453 | ||||||||
Basic and diluted EPS | $ 0.06 | $ 0.02 | $ 0.02 | $ 0.03 | $ (0.03) | $ (0.04) | $ (0.04) | $ (0.08) | $ (0.14) | $ (0.19) |
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: | ||||||||||
Stock options | 2,777,334 | 1,291,334 | ||||||||
Warrants | 19,483,517 | 2,816,850 | ||||||||
Convertible debt | 3,165,800 | |||||||||
Warrants issuable upon conversion of debt (See "NOTE 3 - Debt" above) | 3,165,800 | |||||||||
Total shares not included in the computation of diluted losses per share | 22,260,851 | 10,439,784 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) | Aug. 31, 2019USD ($) |
Summary Of Significant Accounting Policies Details Narrative Abstract | |
Cash deposits | $ 16,604,011 |
Domestic bank accounts | 84,905 |
FDIC insured limits | $ 16,519,106 |
Equipment (Details)
Equipment (Details) - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Total equipment | $ 1,437,787 | $ 90,123 |
Accumulated depreciation | (68,858) | (50,509) |
Equipment, net | 1,368,929 | 39,614 |
Computers, office equipment and software [Member] | ||
Total equipment | 18,678 | 17,119 |
Furniture and Fixtures [Member] | ||
Total equipment | 12,634 | |
Product Development and Manufacturing Equipment [Member] | ||
Total equipment | 113,820 | 73,004 |
In process equipment [Member] | ||
Total equipment | $ 1,292,655 |
Equipment (Details Narrative)
Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Purchase of equipment | $ (1,347,664) | $ (2,581) |
Initial payment of equipment | (1,292,655) | |
Estimated cost | $ 1,803,000 | |
Cost of equipment description | The remaining $510,345 is expected to be paid upon completion of the equipment sometime in January of 2020. |
Debt (Details)
Debt (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Principal | $ 3,600,000 | |
Debt Discount | (663,918) | $ (823,724) |
Outstanding debt balances | 2,936,082 | |
Interest Payable | $ 1,523,943 | |
2013 Note as amended [Member] | ||
Issue Date | Oct. 7, 2013 | |
Maturity Date | Dec. 31, 2019 | |
Principal | $ 3,000,000 | |
Debt Discount | (663,918) | |
Outstanding debt balances | 2,336,082 | |
Interest Payable | $ 1,337,146 | |
March 2015 Loan as amended [Member] | ||
Issue Date | Mar. 4, 2015 | |
Maturity Date | Dec. 31, 2019 | |
Principal | $ 600,000 | |
Debt Discount | ||
Outstanding debt balances | 600,000 | |
Interest Payable | $ 186,797 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Nov. 03, 2017 | Nov. 03, 2017 | Mar. 04, 2015 | Oct. 07, 2013 | Nov. 26, 2018 | Aug. 31, 2019 | Aug. 31, 2018 |
Accretion of debt discount | $ 663,918 | $ 823,724 | |||||
Interest expense | $ 128,239 | $ 477,566 | |||||
Debt conversion converted instrument, shares issued | 3,165,800 | ||||||
Debt discount | $ 0 | $ 663,918 | |||||
Bridge Loan One [Member] | |||||||
Proceeds from loan payable | $ 600,000 | ||||||
Interest rate | 7.00% | ||||||
Debt default, interest rate | 15.00% | ||||||
Third Amendment to 2013 Bridge Loan Agreement [Member] | |||||||
Debt instrument maturity date | Dec. 31, 2022 | ||||||
Third Amendment to 2013 Bridge Loan Agreement [Member] | Warrant [Member] | |||||||
Debt instrument maturity date | Dec. 31, 2022 | ||||||
Third Amendment to 2013 Bridge Loan Agreement [Member] | Investor [Member] | |||||||
Debt discount | $ 1,074,265 | $ 1,074,265 | |||||
Third Amendment to 2013 Bridge Loan Agreement [Member] | Third Amendment to the March 2015 Loan [Member] | Investor [Member] | |||||||
Interest rate | 10.50% | ||||||
Debt instrument maturity date | Dec. 31, 2022 | ||||||
March 2015 Loan [Member] | |||||||
Debt conversion converted instrument, shares issued | 532,377 | ||||||
Debt conversion converted instrument, Amount | $ 798,566 | ||||||
Accrued interest | $ 7,922 | ||||||
March 2015 Loan as amended [Member] | |||||||
Interest expense | 19,691 | 73,332 | |||||
Two Thousand Note As Amended [Member] | |||||||
Interest expense | $ 108,548 | $ 404,234 | |||||
Debt conversion converted instrument, shares issued | 2,934,290 | ||||||
Debt conversion converted instrument, Amount | $ 4,401,434 | ||||||
Accrued interest | $ 44,260 | ||||||
2015 Bridge Loan Agreement [Member] | Investor [Member] | |||||||
Interest rate | 10.50% | ||||||
Debt instrument maturity date | Dec. 31, 2019 | ||||||
Convertible Promissory Note [Member] | |||||||
Proceeds from loan payable | $ 3,000,000 | ||||||
Interest rate | 7.00% | ||||||
Debt instrument, terms of conversion feature | The Investor may elect to convert principal and accrued interest into units of the Company's equity securities, with each Unit consisting of (a) one share of common stock; and (b) one Stock Purchase Warrant for the purchase of one share of common stock. The conversion price for each Unit is the lesser of (i) $1.37; or (ii) 70% of the 20 day average closing price of the Company's common stock prior to conversion, subject to a floor of $1.00 with the exercise price of each Warrant being equal to 60% of the 20 day average closing price of the Company's common stock prior to conversion. |
Private Placements (Details Nar
Private Placements (Details Narrative) - USD ($) | Sep. 11, 2017 | Nov. 26, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | May 31, 2019 | Sep. 29, 2017 |
November 2018 Private Placement units issued in exchange for convertible debt, Amount | $ 5,200,000 | |||||
Interest payable to related party | $ 52,182 | |||||
Risk free interest rate | 1.84% | |||||
Expected life | 7 years 8 months 2 days | |||||
November 2018 Private Placement [Member] | ||||||
Issuance of common stock shares to purchase unit | 16,666,667 | 1,064,085 | ||||
Price per unit | $ 1.50 | $ 1.50 | ||||
Unit price, description | Company’s equity securities at a price of $1.50 per Unit with each Unit comprised of (a) one share of common stock; and (b) one Series T Warrant to purchase one share of common stock at a price of $1.70 per share for a period of seven (7) years. | Each unit consisted of one share of common stock and one Series T Stock Purchase Warrant to purchase one (1) share of common stock at an exercise price of $1.70 per share for a period of seven (7) years. | ||||
November 2018 Private Placement units issued, Shares | 13,200,000 | |||||
November 2018 Private Placement units issued, Amount | $ 19,800,000 | |||||
November 2018 Private Placement units issued in exchange for convertible debt, Shares | 3,466,667 | |||||
November 2018 Private Placement units issued in exchange for convertible debt, Amount | $ 5,200,000 | |||||
Interest payable to related party | $ 52,182 | |||||
Number of shares unit exchange for cash | 13,200,000 | |||||
Relative fair value of common stock | $ 13,687,151 | |||||
Relative fair value of Series T Warrants | $ 11,312,849 | |||||
Market price per share | $ 2.94 | |||||
Estimated volatility rate | 85.85% | |||||
Risk free interest rate | 2.97% | |||||
Expected dividend rate | 0.00% | |||||
Expected life | 7 years | |||||
Self directed shares issued, per share | $ 1.50 | $ 1.50 | ||||
September 2017 Private Placement [Member] | ||||||
Price per unit | $ 3.11 | $ 3.11 | ||||
Unit price, description | The unit price was based on a 15% discount to the average of the 30-day closing price (last day being Friday September 8, 2017) of the Company's common stock as reported on the OTCQB. | |||||
Relative fair value of common stock | $ 1,540,000 | |||||
Market price per share | $ 3.95 | |||||
Estimated volatility rate | 77.96% | |||||
Risk free interest rate | 1.71% | |||||
Expected dividend rate | 0.00% | |||||
Expected life | 5 years | |||||
Self directed shares issued | 821,600 | 821,600 | ||||
Self directed shares issued, per share | $ 3.11 | $ 3.11 | ||||
Self directed shares issued, amount | $ 2,555,176 | $ 2,555,176 | ||||
Exercise price of series Q stock | $ 3.42 | |||||
Description of units issued | Each unit consisted of one share of common stock and one Series S Stock Purchase Warrant (each, a “Series S Warrant”) to purchase one (1) share of common stock at an exercise price of $3.42 per share through September 29, 2022. | |||||
Kalen [Member] | November 2018 Private Placement [Member] | ||||||
Capital corporation purchased units | 13,100,000 |
Common Stock and Warrants (Deta
Common Stock and Warrants (Details) - $ / shares | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Shares of Common Stock Issuable from Warrants | 19,483,517 | 2,816,850 |
Weighted Average Exercise Price | $ 4.31 | |
Series M warrants [Member] | ||
Shares of Common Stock Issuable from Warrants | 246,000 | 246,000 |
Weighted Average Exercise Price | $ 2.34 | |
Expiration | Dec. 31, 2022 | |
Date of Issuance | Dec. 7, 2015 | |
Series N warrants [Member] | ||
Shares of Common Stock Issuable from Warrants | 767,000 | 767,000 |
Weighted Average Exercise Price | $ 3.38 | |
Expiration | Dec. 31, 2022 | |
Date of Issuance | Dec. 31, 2015 | |
Series P warrants [Member] | ||
Shares of Common Stock Issuable from Warrants | 213,500 | 213,500 |
Weighted Average Exercise Price | $ 3.70 | |
Expiration | Dec. 31, 2022 | |
Date of Issuance | Mar. 25, 2016 | |
Series R warrants [Member] | ||
Shares of Common Stock Issuable from Warrants | 468,750 | 468,750 |
Weighted Average Exercise Price | $ 4 | |
Expiration | Dec. 31, 2022 | |
Date of Issuance | Jun. 20, 2016 | |
Series S-A warrants [Member] | ||
Shares of Common Stock Issuable from Warrants | 300,000 | 300,000 |
Weighted Average Exercise Price | $ 2.53 | |
Expiration | Dec. 31, 2022 | |
Date of Issuance | Jul. 24, 2017 | |
Series S warrants [Member] | ||
Shares of Common Stock Issuable from Warrants | 821,600 | 821,600 |
Weighted Average Exercise Price | $ 3.42 | |
Expiration | Sep. 29, 2022 | |
Date of Issuance | Sep. 29, 2017 | |
Series T warrants [Member] | ||
Shares of Common Stock Issuable from Warrants | 16,666,667 | |
Weighted Average Exercise Price | $ 1.70 | |
Expiration | Nov. 26, 2025 | |
Date of Issuance | Nov. 26, 2018 |
Common Stock and Warrants (De_2
Common Stock and Warrants (Details Narrative) - USD ($) | Jan. 04, 2018 | Sep. 11, 2017 | Sep. 07, 2017 | Nov. 26, 2018 | Dec. 28, 2017 | Nov. 21, 2017 | Sep. 29, 2017 | Oct. 30, 2017 | Apr. 30, 2018 | Apr. 13, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | May 31, 2019 |
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||||||||||
Common stock, shares issued | 52,959,323 | 36,292,656 | |||||||||||
Common stock, shares outstanding | 52,959,323 | 36,292,656 | |||||||||||
Proceeds from exercise of warrants | $ 19,800,000 | ||||||||||||
2006 Incentive Stock Option Plan [Member] | October 10, 2006 [Member] | |||||||||||||
Reserved for issuance under long term incentive plan | 1,064,085 | ||||||||||||
September 2017 Private Placement [Member] | |||||||||||||
Unit price, description | The unit price was based on a 15% discount to the average of the 30-day closing price (last day being Friday September 8, 2017) of the Company's common stock as reported on the OTCQB. | ||||||||||||
Self directed shares issued | 821,600 | 821,600 | |||||||||||
Self directed shares issued, per share | $ 3.11 | $ 3.11 | |||||||||||
Self directed shares issued, amount | $ 2,555,176 | $ 2,555,176 | |||||||||||
Exercise price of series S-A stock | $ 3.42 | ||||||||||||
Maturity date | Sep. 29, 2022 | ||||||||||||
November 2018 Private Placement [Member] | |||||||||||||
Issuance of common stock shares to purchase unit | 16,666,667 | 1,064,085 | |||||||||||
Unit price, description | Company’s equity securities at a price of $1.50 per Unit with each Unit comprised of (a) one share of common stock; and (b) one Series T Warrant to purchase one share of common stock at a price of $1.70 per share for a period of seven (7) years. | Each unit consisted of one share of common stock and one Series T Stock Purchase Warrant to purchase one (1) share of common stock at an exercise price of $1.70 per share for a period of seven (7) years. | |||||||||||
Common stock issued for exchange, shares | 13,200,000 | ||||||||||||
Self directed shares issued, per share | $ 1.50 | $ 1.50 | |||||||||||
Jatinder Bhogal [Member] | |||||||||||||
Exercise price of share issued to directors | $ 4.87 | ||||||||||||
Stock issuance lock-in period, description | 75% of the 210,000 issued shares are subject to a one-year lock-up | ||||||||||||
Each Director [Member] | |||||||||||||
Exercise price of share issued to directors | $ 4.87 | ||||||||||||
Stock Option [Member] | |||||||||||||
Stock purchase option exercised | 291,667 | ||||||||||||
Stock Option [Member] | Directors and Employees [Member] | |||||||||||||
Common stock issued for exchange, shares | 19,067 | ||||||||||||
Stock purchase option exercised | 36,667 | ||||||||||||
Stock Option [Member] | John Conklin [Member] | |||||||||||||
Common stock issued for exchange, shares | 34,013 | 46,097 | |||||||||||
Stock purchase option exercised | 50,000 | 100,000 | |||||||||||
Three Other Individuals [Member] | Stock Option [Member] | |||||||||||||
Common stock issued for exchange, shares | 46,985 | ||||||||||||
Stock purchase option exercised | 105,000 | ||||||||||||
Series P warrants [Member] | Holders [Member] | |||||||||||||
Common stock issued for exchange, shares | 39,500 | ||||||||||||
Exercise price of warrants | $ 3.70 | ||||||||||||
Warrant exercised | 39,500 | ||||||||||||
Proceeds from exercise of warrants | $ 146,150 | ||||||||||||
Series R warrants [Member] | Third party [Member] | |||||||||||||
Common stock issued for exchange, shares | 285,823 | ||||||||||||
Warrant exercised | 468,750 | ||||||||||||
Series Q warrants [Member] | Third party [Member] | |||||||||||||
Common stock issued for exchange, shares | 189,940 | ||||||||||||
Warrant exercised | 468,750 | ||||||||||||
Series Q warrants [Member] | Investor [Member] | |||||||||||||
Common stock issued for exchange, shares | 189,940 | ||||||||||||
Warrant exercised | 468,750 | ||||||||||||
Series O warrants [Member] | |||||||||||||
Common stock issued for exchange, shares | 80,000 | ||||||||||||
Exercise price of warrants | $ 3.10 | ||||||||||||
Warrant exercised | 80,000 | ||||||||||||
Proceeds from exercise of warrants | $ 248,000 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Expected dividend yield | ||
Risk-free interest rate | 1.84% | |
Expected term (in years) | 7 years 8 months 2 days | |
Exercise price | $ 3.54 | |
Minimum [Member] | ||
Expected stock price volatility | 87.42% | 83.43% |
Risk-free interest rate | 2.27% | |
Expected term (in years) | 4 years 6 months | |
Exercise price | $ 4.87 | |
Weighted-average grant date fair-value | $ 2.35 | $ 3.76 |
Maximum [Member] | ||
Expected stock price volatility | 87.84% | 83.55% |
Risk-free interest rate | 2.33% | |
Expected term (in years) | 5 years | |
Exercise price | $ 5.35 | |
Weighted-average grant date fair-value | $ 2.43 | $ 5.64 |
Stock Options (Details 1)
Stock Options (Details 1) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Number of Options | ||
Outstanding Ending | 2,777,334 | |
Exercisable Ending | 1,716,234 | |
Weighted Average Exercise Price ($) | ||
Grants | $ 3.54 | |
Weighted-average exercise price Ending | 4.31 | |
Exercisable Ending | $ 4.17 | |
Weighted Average Remaining Contractual Term | ||
Outstanding Ending | 8 years 3 months 29 days | |
Aggregate Intrinsic Value ($) | ||
Outstanding Ending | $ 0 | |
Stock Option [Member] | ||
Number of Options | ||
Outstanding Beginning | 1,291,334 | 2,125,001 |
Grants | 1,506,000 | 1,263,000 |
Exercises | (291,667) | |
Forfeitures and cancellations | (20,000) | (1,805,000) |
Outstanding Ending | 2,777,334 | 1,291,334 |
Exercisable Ending | 1,716,234 | |
Weighted Average Exercise Price ($) | ||
Weighted-average exercise price Beginning | $ 5.22 | $ 2.84 |
Grants | 3.54 | 5.25 |
Exercises | 3.32 | |
Forfeitures and cancellations | 4.87 | 2.74 |
Weighted-average exercise price Ending | 4.31 | $ 5.22 |
Exercisable Ending | $ 4.17 | |
Weighted Average Remaining Contractual Term | ||
Outstanding Ending | 8 years 3 months 29 days | |
Exercisable Ending | 9 years | |
Aggregate Intrinsic Value ($) | ||
Outstanding Ending | $ 0 | |
Exercisable Ending | $ 0 |
Stock Options (Details 2)
Stock Options (Details 2) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Stock Compensation Expense: | ||
Total stock based compensation expense | $ 3,959,367 | $ 2,838,025 |
Stock Option [Member] | ||
Stock Compensation Expense: | ||
SG&A | 2,993,532 | 1,018,351 |
R&D | 965,835 | 796,974 |
Total stock based compensation expense | 3,959,367 | 1,815,325 |
Restricted stock issuances [Member] | ||
Stock Compensation Expense: | ||
SG&A | 1,022,700 | |
R&D | ||
Total stock based compensation expense | $ 1,022,700 |
Stock Options (Details 3)
Stock Options (Details 3) | 12 Months Ended |
Aug. 31, 2019$ / sharesshares | |
Number of Shares Subject to Outstanding Options | shares | 2,777,334 |
Weighted average contractural life (years) | 8 years 3 months 29 days |
Weighted-average exercise price | $ / shares | $ 4.31 |
Number of Shares Subject to options exercisable | shares | 1,716,234 |
Weighted average contractural life (years) of options exercisable | 9 years |
Weighted-average exercise price of options exercisable | $ / shares | $ 4.17 |
$3.28 Per Share [Member] | |
Number of Shares Subject to Outstanding Options | shares | 7,500 |
Weighted average contractural life (years) | 7 years 2 months 16 days |
Weighted-average exercise price | $ / shares | $ 3.28 |
Number of Shares Subject to options exercisable | shares | 7,500 |
Weighted average contractural life (years) of options exercisable | 7 years 2 months 16 days |
Weighted-average exercise price of options exercisable | $ / shares | $ 3.28 |
$3.46 Per Share [Member] | |
Number of Shares Subject to Outstanding Options | shares | 35,000 |
Weighted average contractural life (years) | 6 years 4 months 6 days |
Weighted-average exercise price | $ / shares | $ 3.46 |
Number of Shares Subject to options exercisable | shares | 35,000 |
Weighted average contractural life (years) of options exercisable | 6 years 4 months 6 days |
Weighted-average exercise price of options exercisable | $ / shares | $ 3.46 |
$3.54 Per Share [Member] | |
Number of Shares Subject to Outstanding Options | shares | 1,506,000 |
Weighted average contractural life (years) | 8 years 6 months 10 days |
Weighted-average exercise price | $ / shares | $ 3.54 |
Number of Shares Subject to options exercisable | shares | 1,032,900 |
Weighted average contractural life (years) of options exercisable | 9 years 9 months 3 days |
Weighted-average exercise price of options exercisable | $ / shares | $ 3.54 |
$4.87 Per Share [Member] | |
Number of Shares Subject to Outstanding Options | shares | 187,500 |
Weighted average contractural life (years) | 8 years 2 months 23 days |
Weighted-average exercise price | $ / shares | $ 4.87 |
Number of Shares Subject to options exercisable | shares | 187,500 |
Weighted average contractural life (years) of options exercisable | 8 years 2 months 23 days |
Weighted-average exercise price of options exercisable | $ / shares | $ 4.87 |
$5.35 Per Share [Member] | |
Number of Shares Subject to Outstanding Options | shares | 1,008,000 |
Weighted average contractural life (years) | 8 years 4 months 6 days |
Weighted-average exercise price | $ / shares | $ 5.35 |
Number of Shares Subject to options exercisable | shares | 420,000 |
Weighted average contractural life (years) of options exercisable | 8 years 4 months 6 days |
Weighted-average exercise price of options exercisable | $ / shares | $ 5.35 |
$5.94 Per Share [Member] | |
Number of Shares Subject to Outstanding Options | shares | 33,334 |
Weighted average contractural life (years) | 1 year 3 months 26 days |
Weighted-average exercise price | $ / shares | $ 5.94 |
Number of Shares Subject to options exercisable | shares | 33,334 |
Weighted average contractural life (years) of options exercisable | 1 year 3 months 26 days |
Weighted-average exercise price of options exercisable | $ / shares | $ 5.94 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | Jul. 05, 2019 | Dec. 28, 2017 | Dec. 27, 2017 | Nov. 21, 2017 | Aug. 31, 2019 | Aug. 31, 2018 |
Closing stock price | $ 2.71 | |||||
Aggregate intrinsic value of options, description | no outstanding options have an exercise price below $2.719 per share | |||||
Aggregate intrinsic value of options | $ 0 | |||||
Share based compensation | 3,959,367 | $ 1,815,325 | ||||
Share based compensation expenses not yet recognized | $ 4,427,233 | |||||
Share based compensation recognition period | 4 years 9 months | |||||
Vesting term | 9 years | |||||
Employment Agreement [Member] | ||||||
Maturity date | Dec. 31, 2017 | |||||
Nonvested options forfeited, shares | 300,000 | |||||
Stock options granted | 1,008,000 | |||||
Stock options exercise price | $ 5.35 | |||||
Vesting rate description | 1/48th per month | |||||
Forfeitures | 300,000 | |||||
Directors and Employees [Member] | ||||||
Stock options granted | 498,000 | 255,000 | ||||
Stock options exercise price | $ 3.54 | $ 4.87 | ||||
Vesting rate description | 1/20th per quarter | |||||
Vesting term | 6 years | |||||
Director [Member] | ||||||
Stock options granted | 1,008,000 | |||||
Stock options exercise price | $ 3.54 | |||||
Vesting term | 10 years | |||||
Stock Option [Member] | ||||||
Stock options exercised, total | 291,667 | |||||
Stock options exercise price | $ 4.87 | $ 2.74 | ||||
Aggregate intrinsic value of options | $ 0 | |||||
Nonvested options forfeited, shares | 20,000 | 1,805,000 | ||||
Share based compensation | $ 58,367 | |||||
Common stock, shares issued upon exercise of convertible securities | 146,162 | |||||
Aggregate intrinsic value of options | $ 1,045,135 | |||||
Nonvested options forfeited, number of shares | 5,000 | |||||
Forfeitures | 20,000 | 1,805,000 | ||||
Stock Option [Member] | Directors and Employees [Member] | ||||||
Stock options exercised, total | 36,667 | |||||
Stock Option [Member] | Director [Member] | ||||||
Stock options exercised, total | 36,667 | |||||
2006 Incentive Stock Option Plan [Member] | ||||||
Stock options approved for grant | 5,000,000 | |||||
Stock options available for grant, shares | 1,064,085 | |||||
Net shares issued pursuant to exercises of vested options (due to the cashless exercise feature) | 629,677 | |||||
Stock options exercised, total | 1,305,001 | |||||
Maturity date | Feb. 7, 2021 |
Lease (Details)
Lease (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Notes to Financial Statements | ||
Operating lease cost | $ 8,888 | |
Short-term lease costs | 12,000 | |
Total net lease costs | $ 8,888 | $ 12,000 |
Lease (Details 1)
Lease (Details 1) - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Notes to Financial Statements | ||
Operating lease right-of-use asset | $ 65,646 | |
Current maturities of operating lease | 23,169 | |
Non-current operating lease | 42,564 | |
Total operating lease liabilities | $ 65,733 | |
Weighted Average remaining lease term (in years): | 2 years 10 months 25 days | |
Discount rate: | 5.85% |
Lease (Details 2)
Lease (Details 2) - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Notes to Financial Statements | ||
2020 | $ 26,400 | |
2021 | 26,664 | |
2022 | 18,128 | |
Total lease payments | 71,192 | |
Less: Imputed interest | (5,458) | |
Total operating lease liabilities | 65,733 | |
Less: current lease obligations | 23,169 | |
Long term lease obligations | $ 42,564 |
Lease (Details Narrative)
Lease (Details Narrative) | 12 Months Ended |
Aug. 31, 2019 | |
Notes to Financial Statements | |
Lease Term | 3 years |
Lease description | Lease has an initial term of three years through May 1, 2022 with monthly rent due of $2,200 for the first two years and $2,266 during year three. The Company has the sole option to renew the lease for an additional two years through May 1, 2024. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 02, 2018 | Nov. 03, 2017 | Nov. 03, 2017 | Aug. 07, 2017 | Nov. 26, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | May 31, 2019 |
Debt discount | $ 0 | $ 663,918 | ||||||
November 2018 Private Placement units issued in exchange for convertible debt, Amount | $ 5,200,000 | |||||||
November 2018 Private Placement [Member] | ||||||||
Issuance of common stock shares to purchase unit | 16,666,667 | 1,064,085 | ||||||
Price per unit | $ 1.50 | $ 1.50 | ||||||
Unit price, description | Company’s equity securities at a price of $1.50 per Unit with each Unit comprised of (a) one share of common stock; and (b) one Series T Warrant to purchase one share of common stock at a price of $1.70 per share for a period of seven (7) years. | Each unit consisted of one share of common stock and one Series T Stock Purchase Warrant to purchase one (1) share of common stock at an exercise price of $1.70 per share for a period of seven (7) years. | ||||||
November 2018 Private Placement units issued in exchange for convertible debt, Shares | 3,466,667 | |||||||
November 2018 Private Placement units issued in exchange for convertible debt, Amount | $ 5,200,000 | |||||||
November 2018 Private Placement units issued, Amount | $ 19,800,000 | |||||||
Satterlee [Member] | ||||||||
Legal services | $ 3,480 | 257,983 | ||||||
Mr. Bhogal [Member] | Consulting Agreement [Member] | ||||||||
Share-based Compensation (monthly) | $ 5,000 | $ 18,750 | ||||||
Related party expense | $ 183,750 | $ 60,000 | ||||||
Kalen [Member] | November 2018 Private Placement [Member] | ||||||||
Units purchased in exchange for cash | 13,100,000 | |||||||
Third Amendment to 2013 Bridge Loan Agreement [Member] | ||||||||
Interest rate | 10.50% | |||||||
Debt instrument extended maturity date | Dec. 31, 2022 | |||||||
Third Amendment to 2013 Bridge Loan Agreement [Member] | Investor [Member] | ||||||||
Debt discount | $ 1,074,265 | $ 1,074,265 | ||||||
Third Amendment to 2013 Bridge Loan Agreement [Member] | Third Amendment to the March 2015 Loan [Member] | Investor [Member] | ||||||||
Terms of agreement | Third Amendment to the 2015 Bridge Loan Agreement, the rate of interest increased to 10.5% and the following warrants, held by the Investor, had their maturity date extended to December 31, 2022: a) Series M Warrant to purchase 246,000 shares; b) Series N Warrant to purchase 767,000 shares; c) Series P Warrant to purchase 213,500 shares; d) Series R Warrant to purchase 468,750; and e) Series S-A Warrant to purchase 300,000 shares. | |||||||
Debt instrument extended maturity date | Dec. 31, 2022 | |||||||
2015 Bridge Loan Agreement [Member] | Investor [Member] | ||||||||
Debt instrument extended maturity date | Dec. 31, 2019 | |||||||
December 31 2022 Member | Series M warrants [Member] | ||||||||
Common stock purchase | 246,000 | 246,000 | ||||||
December 31 2022 Member | Series N warrants [Member] | ||||||||
Common stock purchase | 767,000 | 767,000 | ||||||
December 31 2022 Member | Series P warrants [Member] | ||||||||
Common stock purchase | 213,500 | 213,500 | ||||||
December 31 2022 Member | Series R warrants [Member] | ||||||||
Common stock purchase | 468,750 | 468,750 | ||||||
December 31 2022 Member | Series S-A warrants [Member] | ||||||||
Common stock purchase | 300,000 | 300,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 5,901,666 | $ 4,955,211 |
Capitalized research and development | 1,014,380 | 992,354 |
Depreciation | (7,353) | (6,314) |
Stock based compensation | 1,983,425 | 1,151,958 |
Interest expense | 283,307 | |
Research and development credit carry forward | 599,646 | 520,665 |
Total deferred tax assets | 9,491,764 | 7,897,181 |
Less: valuation allowance | (9,491,764) | (7,897,181) |
Net deferred tax asset |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Income Taxes Details Abstract | ||
Income tax benefit at statutory rate | $ 1,446,412 | $ 1,737,285 |
Permanent differences | 69,190 | (296,092) |
Change in federal statutory rate | (4,074,264) | |
Research and development credit | 78,981 | 82,367 |
Change in valuation allowance | (1,594,583) | 2,550,704 |
Total |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Income Taxes Details Abstract | ||
Income tax rate | 21.00% | 35.00% |
Decrease in deffered tax assets | $ (4,074,000) | |
Change in valuation allowance | (1,594,583) | $ 2,550,704 |
Research and development credit carry forward | 599,646 | $ 520,665 |
Federal income tax | $ 28,103,171 | |
Corporate tax rate | 21.00% | 34.00% |
Uncertain tax positions | $ 0 | $ 0 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Aug. 31, 2018 | May 31, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | Aug. 31, 2019 | Aug. 31, 2018 | |
Quarterly Financial Data Unaudited | ||||||||||
Revenue | ||||||||||
Net loss | $ (3,386,584) | $ (987,342) | $ (826,836) | $ (1,686,916) | $ (1,221,035) | $ (1,444,896) | $ (1,489,463) | $ (2,699,153) | $ (6,887,678) | $ (6,854,547) |
Basic and Diluted Loss per Common Share | $ 0.06 | $ 0.02 | $ 0.02 | $ 0.03 | $ (0.03) | $ (0.04) | $ (0.04) | $ (0.08) | $ (0.14) | $ (0.19) |