Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2021 | Jul. 14, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Novo Integrated Sciences, Inc. | |
Entity Central Index Key | 0001138978 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,489,357 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | May 31, 2021 | Aug. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 8,367,045 | $ 2,067,718 |
Accounts receivable, net | 1,295,726 | 1,732,432 |
Other receivables, current portion | 805,804 | 302,664 |
Prepaid expenses and other current assets | 363,272 | 191,723 |
Total current assets | 10,831,847 | 4,294,537 |
Property and equipment, net | 549,902 | 353,660 |
Intangible assets, net | 26,894,115 | 26,623,448 |
Right-of-use assets | 2,539,226 | 2,810,556 |
Other receivables, net of current portion | 310,650 | 287,775 |
Acquisition deposits | 414,200 | 383,700 |
Goodwill | 687,572 | 636,942 |
TOTAL ASSETS | 42,227,512 | 35,390,618 |
Current Liabilities: | ||
Accounts payable | 849,302 | 883,773 |
Accrued expenses | 278,519 | 194,708 |
Accrued interest (principally to related parties) | 381,671 | 346,264 |
Government loans and note payable | 88,956 | 83,292 |
Due to related parties | 382,468 | 528,213 |
Debentures, related parties | 1,027,736 | |
Operating lease liability, current portion | 514,931 | 563,793 |
Total current liabilities | 3,523,583 | 2,600,043 |
Debentures, related parties | 952,058 | |
Operating lease liability, net of current portion | 2,054,268 | 2,266,887 |
Government loans and note payable, net of current portion | 39,536 | |
TOTAL LIABILITIES | 5,617,387 | 5,818,988 |
Commitments and contingencies | ||
Novo Integrated Sciences, Inc. | ||
Convertible preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding at May 31, 2021 and August 31, 2020, respectively | ||
Common stock; $0.001par value; 499,000,000 shares authorized; 26,489,357 and 23,466,236 shares issued and outstanding at May 31, 2021 and August 31, 2020, respectively | 26,489 | 23,466 |
Additional paid-in capital | 54,297,875 | 44,905,454 |
Other comprehensive income | 1,376,045 | 1,199,696 |
Accumulated deficit | (19,029,654) | (16,507,127) |
Total Novo Integrated Sciences, Inc. stockholders' equity | 36,670,755 | 29,621,489 |
Noncontrolling interest | (60,630) | (49,859) |
Total stockholders' equity | 36,610,125 | 29,571,630 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 42,227,512 | $ 35,390,618 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2021 | Aug. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 499,000,000 | 499,000,000 |
Common stock, shares issued | 26,489,357 | 23,466,236 |
Common stock, shares outstanding | 26,489,357 | 23,466,236 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,380,974 | $ 1,038,226 | $ 6,612,374 | $ 6,015,700 |
Cost of revenues | 1,100,516 | 559,976 | 3,769,020 | 3,778,777 |
Gross profit | 1,280,458 | 478,250 | 2,843,354 | 2,236,923 |
Operating expenses: | ||||
Selling expenses | 2,381 | 2,389 | 4,226 | 4,495 |
General and administrative expenses | 1,680,049 | 554,412 | 5,324,768 | 2,538,572 |
Total operating expenses | 1,682,430 | 556,801 | 5,328,994 | 2,543,067 |
Loss from operations | (401,972) | (78,551) | (2,485,640) | (306,144) |
Non operating income (expense) | ||||
Interest income | 8,402 | 25,773 | 25,265 | 81,145 |
Interest expense | (21,701) | (48,245) | (68,590) | (126,291) |
Write off of acquisition deposit | (344,521) | |||
Total other income (expense) | (13,299) | (22,472) | (43,325) | (389,667) |
Loss before income taxes | (415,271) | (101,023) | (2,528,965) | (695,811) |
Income tax expense | ||||
Net loss | (415,271) | (101,023) | (2,528,965) | (695,811) |
Net loss attributed to noncontrolling interest | (4,084) | (2,728) | (6,438) | (4,912) |
Net loss attributed to Novo Integrated Sciences, Inc. | (411,187) | (98,295) | (2,522,527) | (690,899) |
Comprehensive loss: | ||||
Net loss | (415,271) | (101,023) | (2,528,965) | (695,811) |
Foreign currency translation gain (loss) | 123,521 | (50,624) | 176,349 | (61,698) |
Comprehensive loss: | $ (291,750) | $ (151,647) | $ (2,352,616) | $ (757,509) |
Weighted average common shares outstanding - basic and diluted | 25,298,866 | 23,294,848 | 24,192,998 | 22,913,830 |
Net loss per common share - basic and diluted | $ (0.02) | $ 0 | $ (0.10) | $ (0.03) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock To Be Issued [Member] | Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total Novo Stockholders' Equity [Member] | Noncontrolling Interest [Member] | Total |
Balance at Aug. 31, 2019 | $ 22,369 | $ 36,014,525 | $ 1,138,919 | $ (11,591,973) | $ 25,583,840 | $ (39,632) | $ 25,544,208 | |
Balance, shares at Aug. 31, 2019 | 22,369,150 | |||||||
Common stock issued for cash, net of offering costs | $ 35 | 113,364 | 113,399 | 113,399 | ||||
Common stock issued for cash, net of offering costs, shares | 35,437 | |||||||
Foreign currency translation loss | 5,200 | 5,200 | (123) | 5,077 | ||||
Net loss | (88,120) | (88,120) | (839) | (88,959) | ||||
Balance at Nov. 30, 2019 | $ 22,404 | 36,127,889 | 1,144,119 | (11,680,093) | 25,614,319 | (40,594) | 25,573,725 | |
Balance, shares at Nov. 30, 2019 | 22,404,587 | |||||||
Balance at Aug. 31, 2019 | $ 22,369 | 36,014,525 | 1,138,919 | (11,591,973) | 25,583,840 | (39,632) | 25,544,208 | |
Balance, shares at Aug. 31, 2019 | 22,369,150 | |||||||
Net loss | (695,811) | |||||||
Balance at May. 31, 2020 | $ 23,301 | 41,824,045 | 1,077,221 | (12,282,872) | 30,641,695 | (43,143) | 30,598,552 | |
Balance, shares at May. 31, 2020 | 23,301,145 | |||||||
Balance at Nov. 30, 2019 | $ 22,404 | 36,127,889 | 1,144,119 | (11,680,093) | 25,614,319 | (40,594) | 25,573,725 | |
Balance, shares at Nov. 30, 2019 | 22,404,587 | |||||||
Common stock issued for licensing agreement | $ 800 | 5,247,200 | 5,248,000 | 5,248,000 | ||||
Common stock issued for licensing agreement, shares | 800,000 | |||||||
Foreign currency translation loss | (16,274) | (16,274) | 426 | (15,848) | ||||
Net loss | (504,484) | (504,484) | (1,345) | (505,829) | ||||
Balance at Feb. 29, 2020 | $ 23,204 | 41,375,089 | 1,127,845 | (12,184,577) | 30,341,561 | (41,513) | 30,300,048 | |
Balance, shares at Feb. 29, 2020 | 23,204,587 | |||||||
Common stock issued for software license | $ 97 | 386,134 | 386,231 | 386,231 | ||||
Common stock issued for software license, shares | 96,558 | |||||||
Fair value of modification of stock option terms | 62,822 | 62,822 | 62,822 | |||||
Foreign currency translation loss | (50,624) | (50,624) | 1,098 | (49,526) | ||||
Net loss | (98,295) | (98,295) | (2,728) | (101,023) | ||||
Balance at May. 31, 2020 | $ 23,301 | 41,824,045 | 1,077,221 | (12,282,872) | 30,641,695 | (43,143) | 30,598,552 | |
Balance, shares at May. 31, 2020 | 23,301,145 | |||||||
Balance at Aug. 31, 2020 | $ 23,466 | 44,905,454 | 1,199,696 | (16,507,127) | 29,621,489 | (49,859) | 29,571,630 | |
Balance, shares at Aug. 31, 2020 | 23,466,236 | |||||||
Common stock issued for cash, net of offering costs | $ 22 | 91,978 | 92,000 | 92,000 | ||||
Common stock issued for cash, net of offering costs, shares | 21,905 | |||||||
Common stock issued for services | $ 65 | 247,935 | 248,000 | 248,000 | ||||
Common stock issued for services, shares | 65,000 | |||||||
Foreign currency translation loss | 10,596 | 10,596 | (225) | 10,371 | ||||
Net loss | (771,470) | (771,470) | (1,633) | (773,103) | ||||
Balance at Nov. 30, 2020 | $ 23,553 | 45,245,367 | 1,210,292 | (17,278,597) | 29,200,615 | (51,717) | 29,148,898 | |
Balance, shares at Nov. 30, 2020 | 23,553,141 | |||||||
Balance at Aug. 31, 2020 | $ 23,466 | 44,905,454 | 1,199,696 | (16,507,127) | 29,621,489 | (49,859) | 29,571,630 | |
Balance, shares at Aug. 31, 2020 | 23,466,236 | |||||||
Exercise of stock options | $ 12,000 | |||||||
Exercise of stock options, shares | 7,500 | |||||||
Net loss | $ (2,528,965) | |||||||
Balance at May. 31, 2021 | $ 26,489 | 54,297,875 | 1,376,045 | (19,029,654) | 36,670,755 | (60,630) | 36,610,125 | |
Balance, shares at May. 31, 2021 | 26,489,357 | |||||||
Balance at Nov. 30, 2020 | $ 23,553 | 45,245,367 | 1,210,292 | (17,278,597) | 29,200,615 | (51,717) | 29,148,898 | |
Balance, shares at Nov. 30, 2020 | 23,553,141 | |||||||
Exercise of stock options | $ 8 | 11,992 | 12,000 | 12,000 | ||||
Exercise of stock options, shares | 7,500 | |||||||
Common stock issued for intellectual property | $ 240 | 875,760 | 876,000 | 876,000 | ||||
Common stock issued for intellectual property, shares | 240,000 | |||||||
Common stock to be issued for services rendered | 375,000 | 375,000 | 375,000 | |||||
Common stock to be issued for services rendered, shares | ||||||||
Rounding due to stock split | $ 1 | (1) | ||||||
Rounding due to stock split, shares | 957 | |||||||
Fair value of vested stock options | 22,215 | 22,215 | 22,215 | |||||
Foreign currency translation loss | 42,232 | 42,232 | (965) | 41,267 | ||||
Net loss | (1,339,870) | (1,339,870) | (721) | (1,340,591) | ||||
Balance at Feb. 28, 2021 | $ 23,802 | 46,155,333 | 375,000 | 1,252,524 | (18,618,467) | 29,188,192 | (53,403) | 29,134,789 |
Balance, shares at Feb. 28, 2021 | 23,801,598 | |||||||
Common stock issued for cash, net of offering costs | $ 2,388 | 7,233,192 | 7,235,580 | 7,235,580 | ||||
Common stock issued for cash, net of offering costs, shares | 2,388,050 | |||||||
Common stock issued for services | $ 100 | 374,900 | (375,000) | |||||
Common stock issued for services, shares | 100,000 | |||||||
Common stock to be issued for services rendered | $ 9 | 37,163 | 37,172 | 37,172 | ||||
Common stock to be issued for services rendered, shares | 9,913 | |||||||
Common stock issued for acquisition | $ 190 | 430,647 | 430,837 | 430,837 | ||||
Common stock issued for acquisition, shares | 189,796 | |||||||
Fair value of vested stock options | 66,640 | 66,640 | 66,640 | |||||
Foreign currency translation loss | 123,521 | 123,521 | (3,143) | 120,378 | ||||
Net loss | (411,187) | (411,187) | (4,084) | (415,271) | ||||
Balance at May. 31, 2021 | $ 26,489 | $ 54,297,875 | $ 1,376,045 | $ (19,029,654) | $ 36,670,755 | $ (60,630) | $ 36,610,125 | |
Balance, shares at May. 31, 2021 | 26,489,357 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2021 | May 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,528,965) | $ (695,811) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,118,925 | 54,681 |
Fair value of vested stock options | 88,855 | |
Expense associated with modified stock option terms | 62,822 | |
Common stock issued/to be issued for services | 660,172 | |
Operating lease expense | 467,864 | 398,039 |
Write off of acquisition deposit | 344,521 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 543,213 | 305,966 |
Prepaid expenses and other current assets | (143,590) | (123,729) |
Accounts payable | (97,659) | (448,202) |
Accrued expenses | 64,513 | (44,280) |
Accrued interest | 7,455 | 105,359 |
Operating lease liability | (460,063) | (385,500) |
Net cash used in operating activities | (279,280) | (426,134) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (201,369) | (3,897) |
Cash paid for acquisition | (10,000) | |
Amounts loaned for other receivables | (470,040) | |
Payment for acquisition deposit | (636,985) | |
Return of acquisition deposit | 372,800 | |
Net cash used in investing activities | (681,409) | (268,082) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments to related parties | (177,534) | (150,849) |
Proceeds from government loans and note payable | 81,380 | |
Proceeds from the sale of common stock, net of offering costs | 7,327,580 | 113,399 |
Proceeds from exercise of stock options | 12,000 | |
Net cash provided by financing activities | 7,162,046 | 43,930 |
Effect of exchange rate changes on cash and cash equivalents | 97,970 | (39,014) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | 6,299,327 | (689,300) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2,067,718 | 2,083,666 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 8,367,045 | 1,394,366 |
CASH PAID FOR: | ||
Interest | 33,183 | 95,085 |
Income taxes | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for intangible assets | 876,000 | 5,634,231 |
Common stock issued for acquisition | $ 430,837 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
May 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation Organization and Line of Business Novo Integrated Sciences, Inc. (“Novo Integrated”) was incorporated in Delaware on November 27, 2000, under the name Turbine Truck Engines, Inc. On February 20, 2008, the Company was re-domiciled to the State of Nevada. Effective July 12, 2017, the Company’s name was changed to Novo Integrated Sciences, Inc. When used herein, the terms the “Company,” “we,” “us” and “our” refer to Novo Integrated and its consolidated subsidiaries. The Company owns Canadian and U.S. subsidiaries which deliver, or intend to deliver, multidisciplinary primary health care related services and product solutions through the integration of medical technology, advanced therapeutics and rehabilitative science. Through May 2021, the Company’s revenue is generated solely through its wholly owned Canadian subsidiary, Novo Healthnet Limited (“NHL”), which provides our services and product solutions through both clinic and eldercare related operations. Our specialized multidisciplinary primary health care services include physiotherapy, chiropractic care, manual/manipulative therapy, occupational therapy, eldercare, massage therapy (including pre- and post-partum), acupuncture and functional dry needling, chiropody, stroke and traumatic brain injury/neurological rehabilitation, kinesiology, vestibular therapy, concussion management and baseline testing, trauma sensitive yoga and meditation for concussion-acquired brain injury and occupational stress-PTSD, women’s pelvic health programs, sports medicine therapy, assistive devices, dietitian, holistic nutrition, fall prevention education, sports team conditioning programs including event and game coverage, and private personal training. Reverse Stock Split On February 1, 2021, the Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. Unless otherwise noted, the share and per share information in this report have been retroactively adjusted to give effect to the 1-for-10 reverse stock split. Impact of COVID-19 In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally. On March 17, 2020, as a result of COVID-19 infections having been reported throughout both Canada and the United States, certain national, provincial, state and local governmental authorities issued proclamations and/or directives aimed at minimizing the spread of COVID-19. Accordingly, on March 17, 2020, the Company closed all corporate clinics for all in-clinic non-essential services to protect the health and safety of its employees, partners and patients. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic. Operating under COVID-19 related governmental proclamations and directives, between March 17, 2020 and June 1, 2020, the Company provided in-clinic multi-disciplinary primary healthcare services and products solely to patients with emergency and essential need while also providing certain virtual based services related to physiotherapy. In light of most eldercare related services being deemed essential by national, provincial and local governmental authorities in Canada, NHL’s contracted eldercare related services have been nominally impacted during the fiscal year 2021 initial 9-month period ended May 31, 2021 and we project the same for the fiscal year 2021 fourth quarter. On May 26, 2020, the Ontario Ministry of Health announced updated guidance and directives stating that physiotherapists, chiropractors and other regulated health professionals, including all services and products provided by the Company, can gradually and carefully begin providing all services, including non-essential services, once the clinician and provider are satisfied all necessary precautions and protocols are in place to protect the patients, the clinician and the clinic staff. With all corporate clinics closed due to the COVID-19 pandemic, with the exception of providing certain limited essential and emergency services, the Company had furloughed 48 full-time employees and 35 part-time employees from its pre-closure levels of 81 full-time employees and 53 part-time employees. On June 2, 2020, the Company commenced opening its corporate clinics and providing non-essential services. As of June 9, 2020, the Company had opened all corporate clinics while following all mandated guidelines and protocols from Health Canada, the Ontario Ministry of Health, and the respective disciplines’ regulatory Colleges to ensure a safe treatment environment for our staff and clients. As of the date of filing this 10-Q quarterly report form, our clinic facilities have re-opened and are operating under COVID-19 pandemic related mandated guidelines and protocols. During the May 31, 2021 quarter period, the Ontario provincial government issued a stay at home order, effective from April 8, 2021 through June 2, 2021, which permitted only limited, essential activities outside the home, such as going to the grocery store or pharmacy, accessing health care services (including vaccinations), exercising outdoors, or working if such work cannot be done remotely. For the quarter period ended May 31, 2021, NHL’s clinic-based revenue rebounded 85% compared to the Company’s last fully operational, pre COVID-19 quarter period ended February 29, 2020. In addition, for the quarter period ended May 31, 2021, NHL’s eldercare contracted services rebounded 94% compared to the Company’s last fully operational, pre COVID-19 quarter period ended February 29, 2020. The Company’s total revenue from all clinic and eldercare related contracted services for the quarter period ended May 31, 2021 rebounded approximately 90% compared to the Company’s last fully operational, pre-COVID-19 quarter period ended February 29, 2020. As of May 31, 2021, the Company has 70 full-time employees and 58 part-time employees. Canadian federal and provincial COVID-19 governmental proclamations and directives, including interprovincial travel restrictions, have presented unprecedented challenges to launching our Harvest Gold Farms and Kainai Cooperative joint ventures. Accordingly, the Company has decided to delay commencing the projects until the 2022 grow season. These joint ventures relate to the development, management, and arrangement of medicinal farming projects involving industrial hemp for medicinal Cannabidiol (CBD) applications. For fiscal year 2021 and beyond, based on no additional “lockdowns” or new material directives being implemented which may limit the Company’s ability to provide both its clinic and eldercare related contracted services and products, the Company projects a steady quarter-to-quarter increase as (i) recommended guidelines for patient-practitioner on-site interaction are eased, and (ii) more overall movement restrictions are reduced and people are more comfortable in public spaces. The ultimate impact of the COVID-19 pandemic on the Company’s operations remains unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced patient traffic and reduced operations. The full long-term financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition, and results of operations. The measures taken to date may continue to impact the Company’s fiscal year 2021 business and potentially beyond. Management expects that all of its business segments, across all of its geographies, may continue to be impacted to some degree, but the significance of the full impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time. Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with U.S. GAAP were omitted pursuant to such rules and regulations. The financial information contained in this report should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended August 31, 2020, that the Company filed on December 9, 2020. The results of operations for the nine months ended May 31, 2021 are not necessarily indicative of the results for the year ending August 31, 2021. The Company’s Canadian subsidiaries’ functional currency is the Canadian Dollar (“CAD”); however, the accompanying consolidated financial statements were translated and presented in United States Dollars (“$” or “USD”). Foreign Currency Translation The accounts of the Company’s Canadian subsidiaries are maintained in CAD. The accounts of these subsidiaries are translated into USD in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Transaction Comprehensive Income May 31, 2021 May 31, 2020 August 31, 2020 Period end: CAD to USD exchange rate $ 0.8284 $ 0.7263 $ 0.7674 Average period: CAD to USD exchange rate $ 0.7834 $ 0.7435 $ 0.7435 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies in particular to useful lives of non-current assets, impairment of non-current assets, allowance for doubtful accounts, and valuation allowance for deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and entities it controls including its wholly owned subsidiaries, NHL, Novomerica Health Group, Novo Healthnet Rehab Limited, Novo Assessments Inc., PRO-DIP, LLC, an 80% controlling interest in Novo Healthnet Kemptville Centre, Inc., a Back on Track Physiotherapy and Health Centre clinic operated by NHL, and a 70% controlling interest in Novo Earth Therapeutics Inc. (currently inactive). All of the Company’s subsidiaries are incorporated under the laws of the Province of Ontario or New Brunswick, Canada. All intercompany transactions have been eliminated. An entity is controlled when the Company has the ability to direct the relevant activities of the entity, has exposure or rights to variable returns from its involvement with the entity, and is able to use its power over the entity to affect its returns from the entity. Income or loss and each component of OCI are attributed to the shareholders of the Company and to the noncontrolling interests. Total comprehensive income is attributed to the shareholders of the Company and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance on consolidation. Noncontrolling Interest The Company follows FASB ASC Topic 810, Consolidation, The net income (loss) attributed to the NCI is separately designated in the accompanying condensed consolidated statements of operations and comprehensive loss. Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less. Accounts Receivable Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends, and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of May 31, 2021, and August 31, 2020, the allowance for uncollectible accounts receivable was $688,063 and $518,031, respectively. Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the declining balance method for substantially all assets with estimated lives as follows: Leasehold improvements 5 years Clinical equipment 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment Intangible Assets The Company’s intangible assets consist of land use rights, a software license and intellectual property which will be amortized over 50 (the lease period), 7 and 7 years, respectively. The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Based on its reviews at May 31, 2021 and August 31, 2020, the Company believes there was no impairment of its intangible assets. Right-of-use Assets The Company’s right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases, which Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under U.S. GAAP, goodwill is not amortized but is subject to annual impairment tests. The Company recorded goodwill related to its acquisition of APKA Health, Inc. during the fiscal year ended August 31, 2017, Executive Fitness Leaders during the fiscal year ended August 31, 2018 and Action Plus Physiotherapy Rockland during the fiscal year ended August 31, 2019. Based on its review at August 31, 2020, the Company believes there was no impairment of its goodwill. The change in the amount of goodwill during the quarter primarily resulted from the foreign currency translation adjustment. Acquisition Deposits The Company has signed letters of understanding with a potential acquisition candidate which includes refundable acquisition deposits totaling $414,200 and $383,700 at May 31, 2021 and August 31, 2020, respectively. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, other receivables, accounts payable and due to related parties, the carrying amounts approximate their fair values due to their short term maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging As of May 31, 2021, and August 31, 2020, respectively, the Company did not identify any financial assets and liabilities required to be presented on the balance sheet at fair value, except for cash and cash equivalents which are carried at fair value using Level 1 inputs. Revenue Recognition The FASB’s Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . Revenue Recognition Revenue from providing healthcare and healthcare related services is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements: ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to the Company’s revenue category, are summarized below: ● Healthcare and healthcare related services – gross service revenue is recorded in the accounting records at the time the services are provided (point in time) on an accrual basis at the provider’s established rates. The Company reserves a provision for contractual adjustment and discounts that are deducted from gross service revenue. The Company reports revenues net of any sales, use and value added taxes. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s Canadian subsidiaries is the CAD. Translation gains of $1,376,045 and $1,199,696 at May 31, 2021 and August 31, 2020, respectively, are classified as an item of other comprehensive income in the stockholders’ equity section of the balance sheet. Statement of Cash Flows Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In May, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
May 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions Due to related parties Amounts loaned to the Company by stockholders and officers of the Company are payable upon demand and unsecured. At May 31, 2021 and August 31, 2020, the amount due to related parties was $382,468 and $528,213, respectively. At May 31, 2021, $307,268 (August 31, 2020: $458,550) are non-interest bearing, $23,839 (August 31, 2020: $22,084) bears interest at 6% per annum, and $51,361 (August 31, 2020: $47,579) bears interest at 13.75% per annum. The Company leased office space from a related party on a month-to-month basis with monthly lease payments of $1,487. The lease was terminated on May 31, 2020. On July 21, 2020, a related party converted $226,363 of outstanding principal and accrued interest into 15,091 shares of the Company’s common stock. The per share price used for the conversion of this debt was $15.00. On July 21, 2020, the Company made a partial repayment of a debenture due to a related party of $267,768. The remaining principal balance of debentures to related parties at May 31, 2021 and August 31, 2020 was $1,027,736 and $952,058, respectively. |
Accounts Receivables, Net
Accounts Receivables, Net | 9 Months Ended |
May 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivables, Net | Note 4 – Accounts Receivables, net Accounts receivables, net at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Trade receivables $ 1,947,471 $ 1,948,520 Amounts earned but not billed 36,318 301,943 1,983,789 2,250,463 Allowance for doubtful accounts (688,063 ) (518,031 ) Accounts receivable, net $ 1,295,726 $ 1,732,432 |
Other Receivables
Other Receivables | 9 Months Ended |
May 31, 2021 | |
Receivables [Abstract] | |
Other Receivables | Note 5 – Other Receivables Other receivables at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrued interest at 8% per annum; secured by certain assets; due March 1, 2019. (currently in default; if the receivable is not repaid, the Company plans to foreclose on the clinic that secures this receivable) $ 310,650 $ 287,775 Advance to corporation; accrues interest at 12% per annum; unsecured; due December 31, 2021, as amended 82,840 76,740 Advance to corporation; accrues interest at 10% per annum after the first 60 days; unsecured; due March 1, 2022 225,924 225,924 Advance to corporation; accrues interest at 12% per annum; secured by property and other assets of the debtor; due August 17, 2021 497,040 - Total other receivables 1,116,454 590,439 Current portion (805,804 ) (302,664 ) Long-term portion $ 310,650 $ 287,775 |
Property and Equipment
Property and Equipment | 9 Months Ended |
May 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 – Property and Equipment Property and equipment at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Leasehold improvements $ 715,159 $ 465,857 Clinical equipment 325,953 301,337 Computer equipment 25,823 23,921 Office equipment 47,908 29,229 Furniture and fixtures 42,921 39,760 1,157,764 860,104 Accumulated depreciation (607,862 ) (506,444 ) Total $ 549,902 $ 353,660 Depreciation expense for the nine months ended May 31, 2021 and 2020 was $57,840 and $54,681, respectively, and for the three months ended May 31, 2021 and 2020 was $13,902 and $13,713, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
May 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7 – Intangible Assets Intangible assets at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Land use rights $ 21,600,000 $ 21,600,000 Software license 1,144,798 1,144,798 Intellectual property 6,579,752 5,248,000 29,324,550 27,992,798 Accumulated amortization (2,430,435 ) (1,369,350 ) Total $ 26,894,115 $ 26,623,448 Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Twelve Months Ending May 31, 2022 $ 1,535,507 2023 1,535,507 2024 1,535,507 2025 1,535,507 2026 1,508,415 Thereafter 19,243,672 Total $ 26,894,115 On December 17, 2019, the Company entered into that certain Intellectual Property Asset Purchase Agreement (the “APA”) by and between the Company and 2731861 Ontario Corp. (the “Seller”), pursuant to which the Company agreed to purchase, and Seller agreed to sell (the “Acquisition”), proprietary designs for an innovative cannabis dosing device, in addition to designs, plans, procedures, and all other material pertaining to the application, construction, operation, and marketing of a cannabis business under the regulations of Health Canada (the “Intellectual Property”). Pursuant to the terms of the APA, the purchase price of the Intellectual Property is 8,000,000 shares of restricted common stock of the Company valued at $5,248,000. On February 26, 2019, the Company and NHL entered into a Software License Agreement (the “Cloud DX License”) with Cloud DX Inc. (“Cloud DX”), pursuant to which Cloud DX agreed to sell, and NHL agreed to purchase, a fully paid up, perpetual license, with 5-year conditional exclusivity, for the Cloud DX Bundled Pulsewave PAD-1A USB Blood Pressure Device, up-to-date product releases and Licensed Software Products (the “Licensed Software”). Pursuant to the terms of the Cloud DX License, Cloud DX also agreed to sell, and NHL agreed to purchase, 4,000 fully functional Pulsewave PAD 1A USB blood pressure monitor devices bundled with the perpetual license discussed above (the “Bundled Devices”). The Cloud DX License granted to NHL and its majority-owned subsidiaries, holding companies, divisions and affiliates, other than physiotherapy clinics owned and operated by Closing The Gap Healthcare Inc., the right to use and sub-license the Licensed Software and re-sell the Bundled Devices pursuant to the terms of the Cloud DX License in the physical therapy clinic marketplace in North America in exchange for the purchase price as set forth below: ● Upon the closing, the Company issued 458,349 restricted shares of its common stock having a value (as calculated as set forth in the Cloud DX License) of CAD$1,000,000 (approximately $758,567 as of February 26, 2019), and ● Cloud DX agreed to invoice CAD$250,000 (approximately $189,642 as of February 26, 2019) to NHL based on the following deliverables, and paid on the following schedule: Cloud DX deliverable Novo payment (terms: Net 15) Heart Friendly Program launches in Clinic #1 CAD$50,000 (approximately $37,929 as of February 26, 2019) Novo-branded Android app delivered as APK file CAD$35,000 (approximately $26,550 as of February 26, 2019) Novo-branded Clinical portal website delivered CAD$35,000 (approximately $26,550 as of February 26, 2019) Pulsewave PAD-1A devices – 1 st CAD$20,000 (approximately $15,171 as of February 26, 2019) Marketing services / materials delivered CAD$25,000 (approximately $18,964 as of February 26, 2019) Cloud DX hires dedicated Novo support FTE CAD$85,000 (approximately $64,478 as of February 26, 2019) On March 9, 2020, the Company and NHL entered into that certain First Amendment to Cloud DX Perpetual Software License Agreement (the “Cloud DX Amendment”) with Cloud DX, effective March 6, 2020, pursuant to which the parties thereto agreed that the CAD$250,000 (approximately $186,231 as of March 6, 2020) that was to be paid by NHL based on the above deliverables would be paid as a one-time payment of 465,578 restricted shares of Company common stock. In addition, pursuant to the terms of the Cloud DX Amendment, the parties agreed to settle a $200,000 fee owed by NHL to Cloud DX through payment of 500,000 restricted shares of Company common stock. Except as set forth in the Cloud DX Amendment, the remaining terms and conditions of the Cloud DX License remain in full force and effect. On December 11, 2020, the Company and 2794512 Ontario Ltd., an Ontario Canada corporation, entered into an Asset Purchase Agreement pursuant to which the Company acquired generic primary and sub-primary drug formulations (known as bioequivalence) of name brand pharmaceutical reference products related to usage as injectables, ophthalmic, and topical applications. In consideration, the Company issued 240,000 shares of common stock that were valued at $876,000. On May 24, 2021, the Company and PRO-DIP, LLC, a New York limited liability company, entered into a Share Exchange Agreement (the “ PD SEA”), pursuant to which the Company acquired 100% of the PRO-DIP, LLC units held by the PRO-DIP, LLC members making PRO-DIP, LLC a wholly owned subsidiary of the Company. Pursuant to the terms of the PD SEA, the Company issued 189,796 restricted shares of Company common stock to the PD members. $455,752 of the purchase price allocation of PRO-DIP, LLC was allocated to intellectual property. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
May 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 8 – Accrued Expenses Accrued expenses at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Accrued liabilities $ 52,714 $ 37,457 Accrued payroll 184,162 117,823 Other 41,643 39,428 $ 278,519 $ 194,708 |
Government Loans and Note Payab
Government Loans and Note Payable | 9 Months Ended |
May 31, 2021 | |
Government Loans And Note Payable | |
Government Loans and Note Payable | Note 9 – Government Loans and Note Payable Notes payable at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Note payable issued under the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The loan has terms of 24 months and accrues interest at 1% per annum. The Company expects some or all of this loan to be forgiven as provided by in the CARES Act. $ 21,900 $ 21,900 Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program (A). 66,272 61,392 Note payable to the Small Business Administration (“SBA”). The note bears interest at 3.75% per annum, requires monthly payments of $190 after 12 months from funding and is due 30 years from the date of issuance. 40,320 - Total notes payable 128,492 83,292 Less current portion (88,956 ) (83,292 ) Long-term portion $ 39,536 $ - (A) The Government of Canada launched the Canada Emergency Business Account loan to ensure that small businesses have access to the capital that they need during the current challenges faced due to the COVID-19 virus. The Company obtained CAD$80,000 loan (US$66,272 at May 31, 2021), which is unsecured, non-interest bearing and due on or before December 31, 2022. If the loan amount is paid on or before December 31, 2022, 25% of the loan will be forgiven (“Early Payment Credit”). In the event that the Company does not repay 75% of such term debt on or before December 31, 2022, the Early Payment Credit will not apply. Government Subsidy In 2020, the Government of Canada announced the Canada Emergency Wage Subsidy (“CEWS”) for Canadian employers whose businesses were affected by the COVID-19 pandemic. The CEWS provides a subsidy of up to 75% of eligible employees’ employment insurable remuneration, subject to certain criteria. Accordingly, the Company applied for the CEWS to the extent it met the requirements to receive the subsidy and during the nine months ended May 31, 2021, recorded a total of approximately $731,000 in government subsidies as a reduction to the associated wage costs recorded in cost of revenues and general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. Future scheduled maturities of outstanding government loans and notes payable are as follows: Twelve Months Ending May 31, 2022 $ 88,956 2023 814 2024 845 2025 877 2026 911 Thereafter 36,089 Total $ 128,492 |
Debentures, Related Parties
Debentures, Related Parties | 9 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
Debentures, Related Parties | Note 10 – Debentures, Related Parties On September 30, 2013, the Company issued five debentures totaling CAD$6,402,512 (approximately $6,225,163 on September 30, 2013) in connection with the acquisition of certain business assets. The holders of the debentures are current stockholders, officers and/or affiliates of the Company. The debentures are secured by all the assets of the Company, accrue interest at 8% per annum and were originally due on September 30, 2016. On December 2, 2017, the debenture holders agreed to extend the due date to September 30, 2019. On September 27, 2019, the debenture holders agreed to extend the due date to September 30, 2021. On January 31, 2018, the debenture holders converted 75% of the debenture value of $3,894,809 plus accrued interest of $414,965 into 1,047,587 shares of the Company’s common stock. The per share price used for the conversion of each debenture was $4.11 which was determined as the average price of the five (5) trading days immediately preceding the date of conversion with a 10% premium added to the calculated per share price. On July 21, 2020, the Company made a partial repayment of a debenture due to a related party of $267,768. At May 31, 2021 and August 31, 2020, the amount of debentures outstanding was $1,027,736 and $952,058, respectively. |
Leases
Leases | 9 Months Ended |
May 31, 2021 | |
Leases [Abstract] | |
Leases | Note 11 – Leases The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. The Company leases its corporate office space and certain facilities under long-term operating leases expiring through fiscal year 2028. Effective March 1, 2019, the Company adopted the provision of ASC 842 Leases. The table below presents the lease related assets and liabilities recorded on the Company’s condensed consolidated balance sheets as of May 31, 2021 and August 31, 2020: May 31, August 31, 2021 2020 Classification on Balance Sheet Assets Operating lease assets Operating lease right of use assets $ 2,539,226 $ 2,810,556 Total lease assets $ 2,539,226 $ 2,810,556 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 514,931 $ 563,793 Noncurrent liabilities Operating lease liability Long-term operating lease liability 2,054,268 2,266,887 Total lease liability $ 2,569,199 $ 2,830,680 Lease obligations at May 31, 2021 consisted of the following: Twelve Months Ending May 31, 2022 $ 747,565 2023 677,819 2024 450,616 2025 360,412 2026 321,598 Thereafter 631,360 Total payments 3,189,370 Amount representing interest (620,172 ) Lease obligation, net 2,569,199 Less lease obligation, current portion (514,931 ) Lease obligation, long-term portion $ 2,054,268 The lease expense for the nine months ended May 31, 2021 and 2020 was $629,029 and $576,528, respectively. The cash paid under operating leases for the nine months ended May 31, 2021 and 2020 was $621,228 and $563,989, respectively. At May 31, 2021, the weighted average remaining lease terms were 5.60 years and the weighted average discount rate was 8%. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
May 31, 2021 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 12 – Stockholders’ Deficit Convertible preferred stock The Company has authorized 1,000,000 shares of $0.001 par value convertible preferred stock. At May 31, 2021 and August 31, 2020, there were 0 and 0 convertible preferred shares issued and outstanding, respectively. Common stock The Company has authorized 499,000,000 shares of $0.001 par value common stock. On February 1, 2021, the Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. At May 31, 2021 and August 31, 2020 there were 26,489,357 and 23,466,236 common shares issued and outstanding, respectively. During the nine months ended May 31, 2021, the Company issued: ● 21,905 restricted shares of common stock to a non-U.S. person for cash proceeds of $92,000; ● 15,000 restricted shares of common stock as consideration for a Statement of Work Agreement with an independent contractor valued at $55,500. The fair value was determined based on the market price of the Company’s common stock on the date of grant; ● 50,000 restricted shares of common stock as consideration for a Consulting and Services Agreement valued at $192,500. The fair value was determined based on the market price of the Company’s common stock on the date of grant; ● 240,000 restricted shares of common stock as consideration for an Asset Purchase Agreement with a value of $876,000 based on the market price of the Company’s common stock of $3.65 per share on the date of grant; ● 957 shares of common stock to round fractional shares that would have been issued pursuant to the reverse stock split to the next highest whole share as a result of the Company’s 1-for-10 reverse stock split of our common stock, effective February 1, 2021. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share; ● 7,500 shares of common stock issued upon the exercise of stock options. The Company received the exercise price of $12,000 in cash. ● 100,000 restricted shares of common stock under the terms and conditions of a certain Letter of Engagement, dated July 31, 2020, as a result of the Company’s successful uplist to the Nasdaq Capital Markets. ● 9,913 shares of common stock under the Company’s 2021 Equity Incentive Plan and registered pursuant to the Company’s registration statement on Form S-8 (File No. 333-253289), for payment of legal services valued at $37,172. ● 2,388,050 shares of common stock, to accredited investors, under the terms and conditions of a Securities Purchase Agreement, dated April 9, 2021, in a registered direct offering for an agreed upon purchase price of $3.35 per share. The Company incurred offering cost of $764,388 associated with this offering. The shares were offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-254278), which was declared effective on March 22, 2021. The shares were issued on April 13. 2021. ● 189,796 restricted shares of common stock as consideration for a Share Exchange Agreement with the securities exchange valued at $430,837, or $2.27 per share. The fair value was determined based on the market price of the Company’s common stock on the date of grant. The shares were issued on May 24, 2021. During the nine months ended May 31, 2020, the Company issued: ● 35,437 restricted shares of common stock for cash proceeds of $113,399 ● 800,000 restricted shares of common stock as consideration for the Intellectual Property Asset Purchase Agreement with a value of $5,248,000 based on the closing share price of $6.56 on the execution date of the Agreement. ● 96,558 restricted shares of common stock as consideration for the License Agreement Amendment No. 1 with a value of $386,231 based on the closing share price of $4.00 on the execution date of the Agreement Amendment No.1. Stock options/warrants On September 8, 2015, the Company’s Board of Directors and stockholders holding a majority of the Company’s outstanding common stock approved the Novo Integrated Sciences, Inc. 2015 Incentive Compensation Plan (the “2015 Plan”), which authorizes the issuance of up to 500,000 shares of common stock to employees, officers, directors or independent consultants of the Company, provided that no person can be granted shares under the 2015 Plan for services related to raising capital or promotional activities. During fiscal years 2020 and 2019, the Company did not grant any awards under the 2015 Plan. The Company does not intend to issue any additional grants under the 2015 Plan. On January 16, 2018, the Company’s Board of Directors and stockholders holding a majority of the Company’s outstanding common stock approved the Novo Integrated Sciences, Inc. 2018 Incentive Compensation Plan (the “2018 Plan”). Under the 2018 Plan, 1,000,000 shares of common stock are authorized for the grant of stock options and the issuance of restricted stock, stock appreciation rights, phantom stock and performance awards to officers, directors, employees and eligible consultants to the Company or its subsidiaries. As of May 31, 2021, the 2018 Plan has 864,900 shares available for award; however, the Company does not intend to issue any additional grants under the 2018 Plan. On February 9, 2021, the Company’s Board of Directors and stockholders holding a majority of the Company’s outstanding common stock approved the Novo Integrated Sciences, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). Under the 2021 Plan, a total of 4,500,000 shares of common stock are authorized for issuance pursuant to the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares or other cash- or stock-based awards to officers, directors, employees and eligible consultants to the Company or its subsidiaries. Subject to adjustment as provided in the 2021 Plan, the maximum aggregate number of shares that may be issued under the 2021 Plan will be cumulatively increased on January 1, 2022 and on each subsequent January 1 through and including January 1, 2023, by a number of shares equal to the smaller of (i) 3% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (ii) an amount determined by our Board of Directors. As of May 31, 2021, the 2021 Plan has 4,490,087 shares are available for award. In connection with the Securities Purchase Agreement, dated April 9, 2021, the Company also issued to the investors an aggregate of 2,388,050 warrants to purchase shares of the Company’s common stock at $3.35 per shares. The warrants vest immediately and expire on October 13, 2026. The following is a summary of stock option/warrant activity: Weighted Weighted Average Options/ Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2020 1,784,500 2.20 4.09 $ 3,173,800 Granted 2,460,650 3.36 Forfeited - Exercised (7,500 ) 1.60 Outstanding, May 31, 2021 4,237,650 2.89 4.51 $ 595,200 Exercisable, May 31, 2021 4,189,250 $ 2.88 4.51 $ 595,200 The exercise price for options/warrants outstanding at May 31, 2021: Outstanding Exercisable Number of Number of Options/ Exercise Options/ Exercise Warrants Price Warrants Price 997,000 $ 1.60 997,000 $ 1.60 775,000 3.00 775,000 3.00 2,388,050 3.35 2,388,050 3.35 72,600 3.80 24,200 3.80 5,000 5.00 5,000 5.00 4,237,650 4,189,250 For options granted during the nine months ended May 31, 2021 where the exercise price equaled the stock price at the date of the grant, the weighted-average fair value of such options was $3.76, and the weighted-average exercise price of such options was $3.80. No options were granted during the nine months ended May 31, 2021 where the exercise price was less than the stock price at the date of grant or the exercise price was greater than the stock price at the date of grant. The fair value of the stock options is being amortized to stock option expense over the vesting period. The Company recorded stock option expense of $88,855 and $0 during the nine months ended May 31, 2021 and 2020, respectively. At May 31, 2021, the unamortized stock option expense was $177,709, which will be amortized into expense through January 2022. The assumptions used in calculating the fair value of options granted using the Black-Scholes option-pricing model for options granted are as follows for the options granted during the nine months ended May 31, 2021: Risk-free interest rate 0.42 % Expected life of the options 2.5 years Expected volatility 268 % Expected dividend yield 0 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – Commitments and Contingencies Litigation The Company is party to certain legal proceedings from time-to-time incidental to the conduct of its business. These proceedings could result in fines, penalties, compensatory or treble damages or non-monetary relief. The nature of legal proceedings is such that the Company cannot assure the outcome of any particular matter, and an unfavorable ruling or development could have a materially adverse effect on our condensed consolidated financial position, results of operations and cash flows in the period in which a ruling or settlement occurs. However, based on information available to the Company’s management to date, the Company’s management does not expect that the outcome of any matter pending against the Company is likely to have a materially adverse effect on the Company’s condensed consolidated financial position as of May 31, 2021, results of operations, cash flows or liquidity of the Company. |
Acquisition
Acquisition | 9 Months Ended |
May 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Note 14 – Acquisition On May 24, 2021, the Company’s acquired PRO-DIP, LLC, to complement several of the Company’s growth initiatives (i) to build a health science related IP portfolio, and (ii) deliver wellness and preventative healthcare products to the marketplace. This acquisition was considered an acquisition of a business under ASC 805. A summary of the purchase price allocation at fair value is below. The business combination accounting is not yet complete and the amounts assigned to assets acquired and liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as information is obtained about facts and circumstances that existed at the acquisition date. Office equipment $ 16,355 Inventory 9,050 Intellectual property 455,752 SBA loan (40,320 ) $ 440,837 The purchase price was paid as follows: Issuance of common stock $ 430,837 Cash 10,000 Total consideration $ 440,837 The purchase of PRO-DIP, LLC was not considered significant for accounting purposes; therefore, pro forma financial statements are not presented. |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Resale Registration Statement on Form S-3 On June 8, 2021, the Company filed a registration statement on Form S-3 (SEC File No. 333-256892) relating to the sale of an aggregate of 2,388,050 shares of the Company’s common stock by the selling stockholders identified in the prospectus that forms a part of the registration statement. The shares are issuable upon the exercise of warrants purchased by the selling stockholders in a private placement transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Securities Purchase Agreement dated April 9, 2021. The registration statement was declared effective by the SEC on June 15, 2021. Robert Mattacchione Executive Agreement On June 18, 2021, the Company entered into an executive agreement (the “June 2021 Mattacchione Agreement”) with GPE Global Holdings Inc., an entity controlled by Robert Mattacchione and through which Mr. Mattacchione will provide services to the Company (“GPE”). Mr. Mattacchione serves as the Company’s Chairman of the Board and Chief Executive Officer; and is the Company’s majority stockholder. Pursuant to the terms of the June 2021 Mattacchione Agreement, Mr. Mattacchione will continue to serve as the Company’s Chief Executive Officer. Mr. Mattacchione also continues to serve as Chairman of the Board. In consideration thereof, the Company agreed to (i) pay Mr. Mattacchione an annual base salary of $186,000, (ii) pay Mr. Mattacchione a monthly bonus reconciled quarterly and paid as follows: (a) quarterly cash bonuses equal to 10% of positive net income (“PNI”), and (b) PNI will be reconciled within 30 days after the close of the quarter with payments to Mr. Mattacchione made within 45 days of the close of the quarter, and (iii) pay Mr. Mattacchione bonuses based on increases in the Company’s market cap valuation (“MCV”) from the date of the June 2021 Mattacchione Agreement, with the following milestone bonus parameters: (a) For each and every $50,000,000 Company MCV increase sustained for a period of not less than 30 days (the “50M Bonus Event”), Mr. Mattacchione will receive $1,000,000, or 2% of $50,000,000, in Company common stock. For the sake of clarity, Mr. Mattacchione will only be issued compensation based on $50,000,000 MCV increments; there will be no compensation issued for anything above $50,000,000 until the subsequent $50,000,000 MCV milestone is achieved. This bonus will be capped at a Company MCV of $1 billion. The 50M Bonus Event stock will be issued as (i) 50% restricted shares within 30 days of the respective 50M Bonus Event or at a later date as requested by Mr. Mattacchione, and held as an allocation to Mr. Mattacchione, until the requisition date as provided in writing, by Mr. Mattacchione, to the Company, and (ii) 50% registered shares from the Company’s current active incentive plan within 30 days of the respective 50M Bonus Event. (b) Upon the Company reaching and sustaining a MCV of $1 billion for a period of not less than 30 days (the “1B Bonus Event”), Mr. Mattacchione will receive $50,000,000, or 5% of $1 billion, in restricted shares of Company common stock. The 1B Bonus Event stock will be issued within 30 days of the 1B Bonus Event or at a later date as requested by Mr. Mattacchione, and held as an allocation to Mr. Mattacchione, until the requisition date as provided in writing, by Mr. Mattacchione, to the Company. (c) For each additional $1 billion MCV, beyond the initial 1B Bonus Event, sustained for a period of no less than 30 days, Mr. Mattacchione will receive $50,000,000, or 5% of $1 billion, in restricted shares of the Company’s common stock. This additional 1B Bonus Event Stock, commencing with a $2 billion MCV and each additional 1B MCV increase, beyond $2 billion, will be issued within 30 days of the Bonus Event, or at a later date as requested by Mr. Mattacchione, and held as an allocation to Mr. Mattacchione, until the requisition date as provided in writing, by Mr. Mattacchione, to the Company. The term of the June 2021 Mattacchione Agreement will run for an initial term of 36 months. The term may be extended at the end of the initial term if the Company and Mr. Mattacchione mutually agree. The June 2021 Mattacchione Agreement supersedes all prior compensation arrangements between the Company and Mr. Mattacchione and is subject to the termination provisions set forth in the June 2021 Mattacchione Agreement. Christopher David Appointment as Chief Operating Officer & Employment Agreement On June 18, 2021, the Company entered into an employment agreement (the “June 2021 David Agreement”) with Christopher David, the Company’s President and a member of the Company’s Board of Directors. Pursuant to the terms of the June 2021 David Agreement, Mr. David will serve as the Company’s President and Chief Operating Officer. In consideration thereof, the Company agreed to (i) pay Mr. David an annual base salary of $171,000, (ii) pay Mr. David a monthly bonus reconciled quarterly and paid as follows: (a) quarterly cash bonuses equal to 10% of PNI, and (b) PNI will be reconciled within 30 days after the close of the quarter with payments to Mr. David made within 45 days of the close of the quarter, and (iii) pay Mr. David bonuses based on increases in the Company’s MCV from the date of the June 2021 David Agreement, with the following milestone bonus parameters: (a) For each and every $50,000,000 Company MCV increase sustained for a period of not less than 30 days (the “50M Bonus Event”), Mr. David will receive $500,000, or 1% of $50,000,000, in Company common stock. For the sake of clarity, Mr. David will only be issued compensation based on $50,000,000 MCV increments; there will be no compensation issued for anything above $50,000,000 until the subsequent $50,000,000 MCV milestone is achieved. This bonus will be capped at a Company MCV of $1 billion. The 50M Bonus Event stock will be issued as (i) 50% restricted shares within 30 days of the respective 50M Bonus Event or at a later date as requested by Mr. David, and held as an allocation to Mr. David, until the requisition date as provided in writing, by Mr. David, to the Company, and (ii) 50% registered shares from the Company’s current active incentive plan within 30 days of the respective 50M Bonus Event. (b) Upon the Company reaching and sustaining a MCV of $1 billion for no less than 30 days (the “1B Bonus Event”), Mr. David will receive $20,000,000, or 2% of $1 billion, in restricted shares of Company common stock. The 1B Bonus Event stock will be issued within 30 days of the 1B Bonus Event or at a later date as requested by Mr. David, and held as an allocation to Mr. David, until the requisition date as provided in writing, by Mr. David, to the Company. (c) For each additional $1 billion MCV, beyond the initial 1B Bonus Event, sustained for a period of no less than 30 days, Mr. David will receive $20,000,000, or 2% of $1 billion, in restricted shares of the Company’s common stock. This additional 1B Bonus Event Stock, commencing with a $2 billion MCV and each additional 1B MCV increase, beyond $2 billion, will be issued within 30 days of the Bonus Event, or at a later date as requested by Mr. David, and held as an allocation to Mr. David, until the requisition date as provided in writing, by Mr. David, to the Company. The term of the June 2021 David Agreement will run for an initial term of 36 months. The term may be extended at the end of the initial term if the Company and Mr. David mutually agree. The June 2021 David Agreement supersedes the employment agreement, dated August 6, 2020, between the Company and Mr. David and is subject to the termination provisions set forth in the June 2021 David Agreement. Acquisition of Acenzia Inc. On May 28, 2021, the Company and NHL entered into a Share Exchange Agreement (the “ACZ SEA”) by and among the Company and NHL, on the one hand, and Acenzia Inc., Avec8 Holdings Inc., Ambour Holdings Inc., Indrajit Sinha, Grant Bourdeau and Derrick Bourdeau, on the other hand (collectively the “ACZ Shareholders”). On June 24, 2021, pursuant to the terms of the ACZ SEA, the acquisition of Acenzia by NHL closed. The closing purchase price may be adjusted within 90 days of the closing date pending completion of an audit and working capital requirement provisions (the ‘Post-Closing Purchase Price Adjustment”). The final Purchase Price, as determined by the Post-Closing Purchase Price Adjustment, will be paid with the issuance, by NHL to the ACZ Shareholders, of certain non-voting NHL preferred shares exchangeable, solely at the determination of the ACZ Shareholders, into restricted shares of the Company’s common stock (the “NHL Exchangeable Shares”). At closing of the ACZ SEA and prior to the Post-Closing Purchase Price Adjustment, the ACZ Shareholders NHL Exchangeable Shares represent an aggregate allotment of 3,806,660 restricted shares of the Company’s common stock. The actual number of restricted shares of Company common stock to be allotted and issued upon exchange of the NHL Exchangeable Shares will be determined based on the Post-Closing Purchase Price Adjustment. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies in particular to useful lives of non-current assets, impairment of non-current assets, allowance for doubtful accounts, and valuation allowance for deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and entities it controls including its wholly owned subsidiaries, NHL, Novomerica Health Group, Novo Healthnet Rehab Limited, Novo Assessments Inc., PRO-DIP, LLC, an 80% controlling interest in Novo Healthnet Kemptville Centre, Inc., a Back on Track Physiotherapy and Health Centre clinic operated by NHL, and a 70% controlling interest in Novo Earth Therapeutics Inc. (currently inactive). All of the Company’s subsidiaries are incorporated under the laws of the Province of Ontario or New Brunswick, Canada. All intercompany transactions have been eliminated. An entity is controlled when the Company has the ability to direct the relevant activities of the entity, has exposure or rights to variable returns from its involvement with the entity, and is able to use its power over the entity to affect its returns from the entity. Income or loss and each component of OCI are attributed to the shareholders of the Company and to the noncontrolling interests. Total comprehensive income is attributed to the shareholders of the Company and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance on consolidation. |
Noncontrolling Interest | Noncontrolling Interest The Company follows FASB ASC Topic 810, Consolidation, The net income (loss) attributed to the NCI is separately designated in the accompanying condensed consolidated statements of operations and comprehensive loss. |
Cash Equivalents | Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends, and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of May 31, 2021, and August 31, 2020, the allowance for uncollectible accounts receivable was $688,063 and $518,031, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the declining balance method for substantially all assets with estimated lives as follows: Leasehold improvements 5 years Clinical equipment 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years |
Long-Lived Assets | Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment |
Intangible Assets | Intangible Assets The Company’s intangible assets consist of land use rights, a software license and intellectual property which will be amortized over 50 (the lease period), 7 and 7 years, respectively. The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Based on its reviews at May 31, 2021 and August 31, 2020, the Company believes there was no impairment of its intangible assets. |
Right-of-use Assets | Right-of-use Assets The Company’s right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases, which |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under U.S. GAAP, goodwill is not amortized but is subject to annual impairment tests. The Company recorded goodwill related to its acquisition of APKA Health, Inc. during the fiscal year ended August 31, 2017, Executive Fitness Leaders during the fiscal year ended August 31, 2018 and Action Plus Physiotherapy Rockland during the fiscal year ended August 31, 2019. Based on its review at August 31, 2020, the Company believes there was no impairment of its goodwill. The change in the amount of goodwill during the quarter primarily resulted from the foreign currency translation adjustment. |
Acquisition Deposits | Acquisition Deposits The Company has signed letters of understanding with a potential acquisition candidate which includes refundable acquisition deposits totaling $414,200 and $383,700 at May 31, 2021 and August 31, 2020, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, other receivables, accounts payable and due to related parties, the carrying amounts approximate their fair values due to their short term maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging As of May 31, 2021, and August 31, 2020, respectively, the Company did not identify any financial assets and liabilities required to be presented on the balance sheet at fair value, except for cash and cash equivalents which are carried at fair value using Level 1 inputs. |
Revenue Recognition | Revenue Recognition The FASB’s Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . Revenue Recognition Revenue from providing healthcare and healthcare related services is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements: ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to the Company’s revenue category, are summarized below: ● Healthcare and healthcare related services – gross service revenue is recorded in the accounting records at the time the services are provided (point in time) on an accrual basis at the provider’s established rates. The Company reserves a provision for contractual adjustment and discounts that are deducted from gross service revenue. The Company reports revenues net of any sales, use and value added taxes. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share |
Foreign Currency Transactions and Comprehensive Income | Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s Canadian subsidiaries is the CAD. Translation gains of $1,376,045 and $1,199,696 at May 31, 2021 and August 31, 2020, respectively, are classified as an item of other comprehensive income in the stockholders’ equity section of the balance sheet. |
Statement of Cash Flows | Statement of Cash Flows Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In May, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 9 Months Ended |
May 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Foreign Currency Translation, Exchange Rate Used | The following table details the exchange rates used for the respective periods: May 31, 2021 May 31, 2020 August 31, 2020 Period end: CAD to USD exchange rate $ 0.8284 $ 0.7263 $ 0.7674 Average period: CAD to USD exchange rate $ 0.7834 $ 0.7435 $ 0.7435 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Depreciation of property and equipment is provided using the declining balance method for substantially all assets with estimated lives as follows: Leasehold improvements 5 years Clinical equipment 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years |
Accounts Receivables, Net (Tabl
Accounts Receivables, Net (Tables) | 9 Months Ended |
May 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivables, Net | Accounts receivables, net at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Trade receivables $ 1,947,471 $ 1,948,520 Amounts earned but not billed 36,318 301,943 1,983,789 2,250,463 Allowance for doubtful accounts (688,063 ) (518,031 ) Accounts receivable, net $ 1,295,726 $ 1,732,432 |
Other Receivables (Tables)
Other Receivables (Tables) | 9 Months Ended |
May 31, 2021 | |
Receivables [Abstract] | |
Schedule of Other Receivables | Other receivables at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrued interest at 8% per annum; secured by certain assets; due March 1, 2019. (currently in default; if the receivable is not repaid, the Company plans to foreclose on the clinic that secures this receivable) $ 310,650 $ 287,775 Advance to corporation; accrues interest at 12% per annum; unsecured; due December 31, 2021, as amended 82,840 76,740 Advance to corporation; accrues interest at 10% per annum after the first 60 days; unsecured; due March 1, 2022 225,924 225,924 Advance to corporation; accrues interest at 12% per annum; secured by property and other assets of the debtor; due August 17, 2021 497,040 - Total other receivables 1,116,454 590,439 Current portion (805,804 ) (302,664 ) Long-term portion $ 310,650 $ 287,775 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
May 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Leasehold improvements $ 715,159 $ 465,857 Clinical equipment 325,953 301,337 Computer equipment 25,823 23,921 Office equipment 47,908 29,229 Furniture and fixtures 42,921 39,760 1,157,764 860,104 Accumulated depreciation (607,862 ) (506,444 ) Total $ 549,902 $ 353,660 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
May 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Land use rights $ 21,600,000 $ 21,600,000 Software license 1,144,798 1,144,798 Intellectual property 6,579,752 5,248,000 29,324,550 27,992,798 Accumulated amortization (2,430,435 ) (1,369,350 ) Total $ 26,894,115 $ 26,623,448 |
Schedule of Expected Amortization Expense of Intangible Assets | Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Twelve Months Ending May 31, 2022 $ 1,535,507 2023 1,535,507 2024 1,535,507 2025 1,535,507 2026 1,508,415 Thereafter 19,243,672 Total $ 26,894,115 |
Schedule of Software Deliverables and Payments | Cloud DX deliverable Novo payment (terms: Net 15) Heart Friendly Program launches in Clinic #1 CAD$50,000 (approximately $37,929 as of February 26, 2019) Novo-branded Android app delivered as APK file CAD$35,000 (approximately $26,550 as of February 26, 2019) Novo-branded Clinical portal website delivered CAD$35,000 (approximately $26,550 as of February 26, 2019) Pulsewave PAD-1A devices – 1 st CAD$20,000 (approximately $15,171 as of February 26, 2019) Marketing services / materials delivered CAD$25,000 (approximately $18,964 as of February 26, 2019) Cloud DX hires dedicated Novo support FTE CAD$85,000 (approximately $64,478 as of February 26, 2019) |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
May 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Accrued liabilities $ 52,714 $ 37,457 Accrued payroll 184,162 117,823 Other 41,643 39,428 $ 278,519 $ 194,708 |
Government Loans and Note Pay_2
Government Loans and Note Payable (Tables) | 9 Months Ended |
May 31, 2021 | |
Government Loans And Note Payable | |
Schedule of Governmental Loans and Note Payable | Notes payable at May 31, 2021 and August 31, 2020 consisted of the following: May 31, August 31, 2021 2020 Note payable issued under the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The loan has terms of 24 months and accrues interest at 1% per annum. The Company expects some or all of this loan to be forgiven as provided by in the CARES Act. $ 21,900 $ 21,900 Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program (A). 66,272 61,392 Note payable to the Small Business Administration (“SBA”). The note bears interest at 3.75% per annum, requires monthly payments of $190 after 12 months from funding and is due 30 years from the date of issuance. 40,320 - Total notes payable 128,492 83,292 Less current portion (88,956 ) (83,292 ) Long-term portion $ 39,536 $ - (A) The Government of Canada launched the Canada Emergency Business Account loan to ensure that small businesses have access to the capital that they need during the current challenges faced due to the COVID-19 virus. The Company obtained CAD$80,000 loan (US$66,272 at May 31, 2021), which is unsecured, non-interest bearing and due on or before December 31, 2022. If the loan amount is paid on or before December 31, 2022, 25% of the loan will be forgiven (“Early Payment Credit”). In the event that the Company does not repay 75% of such term debt on or before December 31, 2022, the Early Payment Credit will not apply. |
Schedule of Future Maturities Outstanding of Governmental Loans and Note Payable | Future scheduled maturities of outstanding government loans and notes payable are as follows: Twelve Months Ending May 31, 2022 $ 88,956 2023 814 2024 845 2025 877 2026 911 Thereafter 36,089 Total $ 128,492 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
May 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Related Assets and Liabilities | The table below presents the lease related assets and liabilities recorded on the Company’s condensed consolidated balance sheets as of May 31, 2021 and August 31, 2020: May 31, August 31, 2021 2020 Classification on Balance Sheet Assets Operating lease assets Operating lease right of use assets $ 2,539,226 $ 2,810,556 Total lease assets $ 2,539,226 $ 2,810,556 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 514,931 $ 563,793 Noncurrent liabilities Operating lease liability Long-term operating lease liability 2,054,268 2,266,887 Total lease liability $ 2,569,199 $ 2,830,680 |
Schedule of Lease Obligations | Lease obligations at May 31, 2021 consisted of the following: Twelve Months Ending May 31, 2022 $ 747,565 2023 677,819 2024 450,616 2025 360,412 2026 321,598 Thereafter 631,360 Total payments 3,189,370 Amount representing interest (620,172 ) Lease obligation, net 2,569,199 Less lease obligation, current portion (514,931 ) Lease obligation, long-term portion $ 2,054,268 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
May 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock Option and Warrant Activity | The following is a summary of stock option/warrant activity: Weighted Weighted Average Options/ Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2020 1,784,500 2.20 4.09 $ 3,173,800 Granted 2,460,650 3.36 Forfeited - Exercised (7,500 ) 1.60 Outstanding, May 31, 2021 4,237,650 2.89 4.51 $ 595,200 Exercisable, May 31, 2021 4,189,250 $ 2.88 4.51 $ 595,200 |
Schedule of Options and Warrants Outstanding and Exercisable | The exercise price for options/warrants outstanding at May 31, 2021: Outstanding Exercisable Number of Number of Options/ Exercise Options/ Exercise Warrants Price Warrants Price 997,000 $ 1.60 997,000 $ 1.60 775,000 3.00 775,000 3.00 2,388,050 3.35 2,388,050 3.35 72,600 3.80 24,200 3.80 5,000 5.00 5,000 5.00 4,237,650 4,189,250 |
Schedule of Fair Value of Options Granted by Using Valuation Assumptions | The assumptions used in calculating the fair value of options granted using the Black-Scholes option-pricing model for options granted are as follows for the options granted during the nine months ended May 31, 2021: Risk-free interest rate 0.42 % Expected life of the options 2.5 years Expected volatility 268 % Expected dividend yield 0 % |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
May 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Purchase Price Allocation at Fair Value | A summary of the purchase price allocation at fair value is below. The business combination accounting is not yet complete and the amounts assigned to assets acquired and liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as information is obtained about facts and circumstances that existed at the acquisition date. Office equipment $ 16,355 Inventory 9,050 Intellectual property 455,752 SBA loan (40,320 ) $ 440,837 The purchase price was paid as follows: Issuance of common stock $ 430,837 Cash 10,000 Total consideration $ 440,837 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details Narrative) | 9 Months Ended |
May 31, 2021 | |
Reverse stock split | The Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. |
Turbine Truck Engines, Inc [Member] | |
Date of incorporation | Nov. 27, 2000 |
Novo Healthnet Limited [Member] | |
Clinic facilities, description | NHL's clinic-based revenue rebounded 85% compared to the Company's last fully operational, pre COVID-19 quarter period ended February 29, 2020. In addition, for the quarter period ended May 31, 2021, NHL's eldercare contracted services rebounded 94% compared to the Company's last fully operational, pre COVID-19 quarter period ended February 29, 2020. The Company's total revenue from all clinic and eldercare related contracted services for the quarter period ended May 31, 2021 rebounded approximately 90% compared to the Company's last fully operational, pre-COVID-19 quarter period ended February 29, 2020. As of May 31, 2021, the Company has 70 full-time employees and 58 part-time employees. |
Organization and Basis of Pre_4
Organization and Basis of Presentation - Schedule of Foreign Currency Translation, Exchange Rate Used (Details) - CAD [Member] | May 31, 2021 | Aug. 31, 2020 | May 31, 2020 |
Period End [Member] | |||
Foreign currency exchange rate | 0.8284 | 0.7674 | 0.7263 |
Average Period [Member] | |||
Foreign currency exchange rate | 0.7834 | 0.7435 | 0.7435 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2021 | Aug. 31, 2020 | |
Allowance for uncollectible accounts receivable | $ 688,063 | $ 518,031 |
Impairment of long-lived assets | ||
Impairment of intangible assets | ||
Lease term | 12 months | |
Refundable acquisition deposits | $ 414,200 | 383,700 |
Translation gains | $ 1,376,045 | $ 1,199,696 |
Land Use Rights [Member] | ||
Intangible asset, useful life amortized over term | 50 years | |
Software License [Member] | ||
Intangible asset, useful life amortized over term | 7 years | |
Intellectual Property [Member] | ||
Intangible asset, useful life amortized over term | 7 years | |
Share-based Payment Arrangement, Option [Member] | ||
Potentially dilutive common stock options and warrants outstanding, shares | 1,849,600 | |
Warrant [Member] | ||
Potentially dilutive common stock options and warrants outstanding, shares | 2,388,050 | |
Novo Healthnet Kemptville Centre, Inc. [Member] | ||
Equity method investment, ownership percentage | 80.00% | |
Novo Earth Therapeutics Inc [Member] | ||
Equity method investment, ownership percentage | 70.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details) | 9 Months Ended |
May 31, 2021 | |
Leasehold Improvements [Member] | |
Property and equipment, estimated lives | 5 years |
Clinical Equipment [Member] | |
Property and equipment, estimated lives | 5 years |
Computer Equipment [Member] | |
Property and equipment, estimated lives | 3 years |
Office Equipment [Member] | |
Property and equipment, estimated lives | 5 years |
Furniture and Fixtures [Member] | |
Property and equipment, estimated lives | 5 years |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 21, 2020 | Jul. 21, 2020 | May 31, 2021 | May 31, 2020 | Aug. 31, 2020 |
Due to related parties | $ 382,468 | $ 528,213 | |||
Monthly lease payments | 3,189,370 | ||||
Related party debt, converted amount | $ 226,363 | ||||
Debt converted, shares issued | 15,091 | ||||
Debt conversion price | $ 15 | $ 15 | |||
Debenture due to related party | $ 267,768 | $ 267,768 | 177,534 | $ 150,849 | |
Debentures, outstanding | 1,027,736 | 952,058 | |||
Related Party [Member] | |||||
Monthly lease payments | $ 1,487 | ||||
Lease expiration date | May 31, 2020 | ||||
Non-Interest Bearing [Member] | |||||
Due to related parties | $ 307,268 | 458,550 | |||
6% Interest Rate [Member] | |||||
Due to related parties | 23,839 | 22,084 | |||
13.75% Interest Rate [Member] | |||||
Due to related parties | $ 51,361 | $ 47,579 |
Accounts Receivables, Net - Sch
Accounts Receivables, Net - Schedule of Accounts Receivables, Net (Details) - USD ($) | May 31, 2021 | Aug. 31, 2020 |
Receivables [Abstract] | ||
Trade receivables | $ 1,947,471 | $ 1,948,520 |
Amounts earned but not billed | 36,318 | 301,943 |
Accounts receivable, gross | 1,983,789 | 2,250,463 |
Allowance for doubtful accounts | (688,063) | (518,031) |
Accounts receivable, net | $ 1,295,726 | $ 1,732,432 |
Other Receivables - Schedule of
Other Receivables - Schedule of Other Receivables (Details) - USD ($) | May 31, 2021 | Aug. 31, 2020 |
Total other receivables | $ 1,116,454 | $ 590,439 |
Current portion | (805,804) | (302,664) |
Long-term portion | 310,650 | 287,775 |
Notes Receivable Dated April 1, 2015 and May 23, 2017 [Member] | ||
Total other receivables | 310,650 | 287,775 |
Advance to Corporation One [Member] | ||
Total other receivables | 82,840 | 76,740 |
Advance to Corporation Two [Member] | ||
Total other receivables | 225,924 | 225,924 |
Advance to Corporation Three [Member] | ||
Total other receivables | $ 497,040 |
Other Receivables - Schedule _2
Other Receivables - Schedule of Other Receivables (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended |
May 31, 2021 | Aug. 31, 2020 | |
Notes Receivable Dated April 1, 2015 and May 23, 2017 [Member] | ||
Percentage of interest accrued per annum | 8.00% | 8.00% |
Notes receivable due date | Mar. 1, 2019 | Mar. 1, 2019 |
Advance to Corporation One [Member] | ||
Percentage of interest accrued per annum | 12.00% | 12.00% |
Notes receivable due date | Dec. 31, 2021 | Dec. 31, 2021 |
Advance to Corporation Two [Member] | ||
Percentage of interest accrued per annum | 10.00% | 10.00% |
Notes receivable due date | Mar. 1, 2022 | Mar. 1, 2022 |
Advance to Corporation Three [Member] | ||
Percentage of interest accrued per annum | 12.00% | 12.00% |
Notes receivable due date | Aug. 17, 2021 | Aug. 17, 2021 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 13,902 | $ 13,713 | $ 57,840 | $ 54,681 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | May 31, 2021 | Aug. 31, 2020 |
Property and equipment, gross | $ 1,157,764 | $ 860,104 |
Accumulated depreciation | (607,862) | (506,444) |
Total | 549,902 | 353,660 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 715,159 | 465,857 |
Clinical Equipment [Member] | ||
Property and equipment, gross | 325,953 | 301,337 |
Computer Equipment [Member] | ||
Property and equipment, gross | 25,823 | 23,921 |
Office Equipment [Member] | ||
Property and equipment, gross | 47,908 | 29,229 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | $ 42,921 | $ 39,760 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | May 24, 2021USD ($)shares | Dec. 11, 2020USD ($)shares | Mar. 06, 2020USD ($)shares | Mar. 06, 2020CAD ($)shares | Dec. 17, 2019USD ($)shares | Feb. 26, 2019USD ($)shares | Feb. 26, 2019CAD ($)shares | Feb. 28, 2021USD ($) | May 31, 2021USD ($)shares | May 31, 2020USD ($)shares |
Shares issued during period for intellectual property | $ 876,000 | |||||||||
Intellectual Property Asset Purchase Agreement [Member] | ||||||||||
Shares issued during period for intellectual property, shares | shares | 8,000,000 | 800,000 | ||||||||
Shares issued during period for intellectual property | $ 5,248,000 | $ 5,248,000 | ||||||||
Software License Agreement [Member] | Cloud DX, Inc. [Member] | ||||||||||
Number of restricted shares of common stock | shares | 458,349 | 458,349 | ||||||||
Number of restricted shares of common stock, value | $ 758,567 | |||||||||
Payments to acquire software license | $ 189,642 | |||||||||
Software License Agreement [Member] | Cloud DX, Inc. [Member] | CAD [Member] | ||||||||||
Number of restricted shares of common stock, value | $ 1,000,000 | |||||||||
Payments to acquire software license | $ 250,000 | |||||||||
Perpetual Software License Agreement [Member] | Cloud DX, Inc. [Member] | ||||||||||
Number of restricted shares of common stock | shares | 465,578 | 465,578 | ||||||||
Payments to acquire software license | $ 186,231 | |||||||||
Perpetual Software License Agreement [Member] | Cloud DX, Inc. [Member] | CAD [Member] | ||||||||||
Payments to acquire software license | $ 250,000 | |||||||||
Cloud DX Amendment [Member] | Novo Healthnet Limited, Inc [Member] | ||||||||||
Number of restricted shares of common stock | shares | 500,000 | 500,000 | ||||||||
Payments to acquire software license | $ 200,000 | |||||||||
Cloud DX Amendment [Member] | Pro-Dip, LLC [Member] | ||||||||||
Shares issued during period for intellectual property, shares | shares | 189,796 | |||||||||
Shares issued during period for intellectual property | $ 455,752 | |||||||||
Asset Purchase Agreement [Member] | ||||||||||
Shares issued during period for intellectual property, shares | shares | 240,000 | 240,000 | ||||||||
Shares issued during period for intellectual property | $ 876,000 | $ 876,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | May 31, 2021 | Aug. 31, 2020 |
Intangible assets, gross | $ 29,324,550 | $ 27,992,798 |
Accumulated amortization | (2,430,435) | (1,369,350) |
Total | 26,894,115 | 26,623,448 |
Land Use Rights [Member] | ||
Intangible assets, gross | 21,600,000 | 21,600,000 |
Software License [Member] | ||
Intangible assets, gross | 1,144,798 | 1,144,798 |
Intellectual Property [Member] | ||
Intangible assets, gross | $ 6,579,752 | $ 5,248,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Expected Amortization Expense of Intangible Assets (Details) - USD ($) | May 31, 2021 | Aug. 31, 2020 |
Intangible Assets - Schedule Of Expected Amortization Expense Of Intangible Assets | ||
2022 | $ 1,535,507 | |
2023 | 1,535,507 | |
2024 | 1,535,507 | |
2025 | 1,535,507 | |
2026 | 1,508,415 | |
Thereafter | 19,243,672 | |
Total | $ 26,894,115 | $ 26,623,448 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Software Deliverables and Payments (Details) - Feb. 26, 2019 - Software License Agreement [Member] - Cloud DX, Inc. [Member] | USD ($) | CAD ($) |
Payments to acquire software license | $ 189,642 | |
CAD [Member] | ||
Payments to acquire software license | $ 250,000 | |
Heart Friendly Program Launches in Clinic [Member] | ||
Payments to acquire software license | 37,929 | |
Heart Friendly Program Launches in Clinic [Member] | CAD [Member] | ||
Payments to acquire software license | 50,000 | |
Novo-Branded Android App [Member] | ||
Payments to acquire software license | 26,550 | |
Novo-Branded Android App [Member] | CAD [Member] | ||
Payments to acquire software license | 35,000 | |
Novo-Branded Clinical Portal Website [Member] | ||
Payments to acquire software license | 26,550 | |
Novo-Branded Clinical Portal Website [Member] | CAD [Member] | ||
Payments to acquire software license | 35,000 | |
Pulsewave PAD-1A Devices [Member] | ||
Payments to acquire software license | 15,171 | |
Pulsewave PAD-1A Devices [Member] | CAD [Member] | ||
Payments to acquire software license | 20,000 | |
Marketing Services / Materials Delivered [Member] | ||
Payments to acquire software license | 18,964 | |
Marketing Services / Materials Delivered [Member] | CAD [Member] | ||
Payments to acquire software license | 25,000 | |
Novo Support FTE [Member] | ||
Payments to acquire software license | $ 64,478 | |
Novo Support FTE [Member] | CAD [Member] | ||
Payments to acquire software license | $ 85,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | May 31, 2021 | Aug. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued liabilities | $ 52,714 | $ 37,457 |
Accrued payroll | 184,162 | 117,823 |
Other | 41,643 | 39,428 |
Accrued expenses | $ 278,519 | $ 194,708 |
Government Loans and Note Pay_3
Government Loans and Note Payable (Details Narrative) | 9 Months Ended |
May 31, 2021USD ($) | |
Canada Emergency Wage Subsidy [Member] | Cost of Revenues and General and Administrative Expense [Member] | |
Government subsidies | $ 731,000 |
Government Loans and Note Pay_4
Government Loans and Note Payable - Schedule of Governmental Loans and Note Payable (Details) - USD ($) | May 31, 2021 | Aug. 31, 2020 | |
Notes payable | $ 128,492 | $ 83,292 | |
Less current portion | (88,956) | (83,292) | |
Long-term portion | 39,536 | ||
Notes Payable [Member] | |||
Notes payable | 21,900 | 21,900 | |
Notes Payable One [Member] | |||
Notes payable | [1] | 66,272 | 61,392 |
Notes Payable Two [Member] | |||
Notes payable | $ 40,320 | ||
[1] | The Government of Canada launched the Canada Emergency Business Account loan to ensure that small businesses have access to the capital that they need during the current challenges faced due to the COVID-19 virus. The Company obtained CAD$80,000 loan (US$66,272 at May 31, 2021), which is unsecured, non-interest bearing and due on or before December 31, 2022. If the loan amount is paid on or before December 31, 2022, 25% of the loan will be forgiven (Early Payment Credit). In the event that the Company does not repay 75% of such term debt on or before December 31, 2022, the Early Payment Credit will not apply. |
Government Loans and Note Pay_5
Government Loans and Note Payable - Schedule of Governmental Loans and Note Payable (Details) (Parenthetical) | 12 Months Ended | ||
Aug. 31, 2020USD ($) | May 31, 2021USD ($) | May 31, 2021CAD ($) | |
Loan amount | $ 83,292 | $ 128,492 | |
Canada Emergency Business Account Loan [Member] | |||
Loan amount | 66,272 | ||
Notes payable, due date | Dec. 31, 2022 | ||
Percentage of interest accrued per annum | 25.00% | ||
Debt description | If the loan amount is paid on or before December 31, 2022, 25% of the loan will be forgiven ("Early Payment Credit"). In the event that the Company does not repay 75% of such term debt on or before December 31, 2022, the Early Payment Credit will not apply. | ||
Canada Emergency Business Account Loan [Member] | CAD [Member] | |||
Loan amount | $ 80,000 | ||
Notes Payable [Member] | |||
Loan amount | $ 21,900 | 21,900 | |
Percentage of interest accrued per annum | 1.00% | ||
Notes Payable Two [Member] | |||
Loan amount | $ 40,320 | ||
Percentage of interest accrued per annum | 3.75% |
Government Loans and Note Pay_6
Government Loans and Note Payable - Schedule of Future Maturities Outstanding of Governmental Loans and Note Payable (Details) | May 31, 2021USD ($) |
Government Loans And Note Payable | |
2022 | $ 88,956 |
2023 | 814 |
2024 | 845 |
2025 | 877 |
2026 | 911 |
Thereafter | 36,089 |
Total | $ 128,492 |
Debentures, Related Parties (De
Debentures, Related Parties (Details Narrative) | Jul. 21, 2020USD ($)$ / sharesshares | Jul. 21, 2020USD ($)$ / shares | Sep. 27, 2019 | Jan. 31, 2018USD ($)$ / sharesshares | Dec. 02, 2017 | Sep. 30, 2013USD ($) | May 31, 2021USD ($) | May 31, 2020USD ($) | Aug. 31, 2020USD ($) | Sep. 30, 2013CAD ($) |
Debentures, outstanding | $ 1,027,736 | $ 952,058 | ||||||||
Debt converted, shares issued | shares | 15,091 | |||||||||
Debt conversion price | $ / shares | $ 15 | $ 15 | ||||||||
Repayment of related party debt | $ 267,768 | $ 267,768 | $ 177,534 | $ 150,849 | ||||||
Five Debentures [Member] | ||||||||||
Debentures, outstanding | $ 6,225,163 | |||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||
Debt due date | Sep. 30, 2016 | |||||||||
Debt extended due date | Sep. 30, 2021 | Sep. 30, 2019 | ||||||||
Five Debentures [Member] | CAD [Member] | ||||||||||
Debentures, outstanding | $ 6,402,512 | |||||||||
Debentures [Member] | ||||||||||
Debentures, outstanding | $ 3,894,809 | |||||||||
Percentage of debt converted | 75.00% | |||||||||
Accrued interest | $ 414,965 | |||||||||
Debt converted, shares issued | shares | 1,047,587 | |||||||||
Debt conversion price | $ / shares | $ 4.11 | |||||||||
Debt conversion, description | The per share price used for the conversion of each debenture was $4.11 which was determined as the average price of the five (5) trading days immediately preceding the date of conversion with a 10% premium added to the calculated per share price. |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 9 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Leases [Abstract] | ||
Operating leases expiration date | 2028 | |
Lease expense | $ 629,029 | $ 576,528 |
Cash paid under operating leases | $ 621,228 | $ 563,989 |
Weighted average remaining lease terms | 5 years 7 months 6 days | |
Weighted average discount rate | 8.00% |
Leases - Schedule of Lease Rela
Leases - Schedule of Lease Related Assets and Liabilities (Details) - USD ($) | May 31, 2021 | Aug. 31, 2020 |
Leases [Abstract] | ||
Operating lease assets | $ 2,539,226 | $ 2,810,556 |
Total lease assets | 2,539,226 | 2,810,556 |
Current liabilities- Operating lease liability | 514,931 | 563,793 |
Noncurrent liabilities - Operating lease liability | 2,054,268 | 2,266,887 |
Total lease liability | $ 2,569,199 | $ 2,830,680 |
Leases - Schedule of Lease Obli
Leases - Schedule of Lease Obligations (Details) - USD ($) | May 31, 2021 | Aug. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 747,565 | |
2023 | 677,819 | |
2024 | 450,616 | |
2025 | 360,412 | |
2026 | 321,598 | |
Thereafter | 631,360 | |
Total payments | 3,189,370 | |
Amount representing interest | (620,172) | |
Lease obligation, net | 2,569,199 | $ 2,830,680 |
Less lease obligation, current portion | (514,931) | (563,793) |
Lease obligation, long-term portion | $ 2,054,268 | $ 2,266,887 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | May 24, 2021 | Apr. 13, 2021 | Apr. 09, 2021 | Feb. 09, 2021 | Dec. 11, 2020 | Dec. 17, 2019 | Jan. 16, 2018 | Sep. 08, 2015 | May 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Nov. 30, 2019 | May 31, 2021 | May 31, 2020 | Aug. 31, 2020 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Convertible preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||
Convertible preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||
Common stock, shares authorized | 499,000,000 | 499,000,000 | 499,000,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Reverse stock split | The Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. | ||||||||||||||
Common stock, shares issued | 26,489,357 | 26,489,357 | 23,466,236 | ||||||||||||
Common stock, shares outstanding | 26,489,357 | 26,489,357 | 23,466,236 | ||||||||||||
Shares issued during period for intellectual property | $ 876,000 | ||||||||||||||
Stock issued during period, shares, reverse stock splits | 957 | ||||||||||||||
Stock issued during period, stock options exercised | 7,500 | ||||||||||||||
Stock issued during period, value, stock options exercised | $ 12,000 | $ 12,000 | |||||||||||||
Number of shares issued, value | $ 7,235,580 | $ 92,000 | $ 113,399 | ||||||||||||
Stock options granted weighted-average grant date fair value | $ 3.76 | ||||||||||||||
Stock options weighted-average exercise price | $ 1.60 | ||||||||||||||
Stock option expense | $ 88,855 | $ 0 | |||||||||||||
Unamortized stock option expense | $ 177,709 | $ 177,709 | |||||||||||||
Restricted Stock [Member] | |||||||||||||||
Number of shares issued | 35,437 | ||||||||||||||
Number of shares issued, value | $ 113,399 | ||||||||||||||
2021 Equity Incentive Plan [Member] | |||||||||||||||
Number of common stock shares authorized | 4,500,000 | ||||||||||||||
Number of shares available for future grant | 4,490,087 | 4,490,087 | |||||||||||||
2015 Incentive Compensation Plan [Member] | Maximum [Member] | |||||||||||||||
Number of common stock shares authorized | 500,000 | ||||||||||||||
2018 Incentive Plan [Member] | |||||||||||||||
Number of common stock shares authorized | 1,000,000 | ||||||||||||||
Number of shares available for future grant | 864,900 | 864,900 | |||||||||||||
Consulting and Services Agreement [Member] | |||||||||||||||
Number of restricted shares | 50,000 | ||||||||||||||
Proceeds from issuance of restricted shares | $ 192,500 | ||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||
Shares issued during period for intellectual property, shares | 240,000 | 240,000 | |||||||||||||
Shares issued during period for intellectual property | $ 876,000 | $ 876,000 | |||||||||||||
Closing price per share | $ 3.65 | $ 3.65 | |||||||||||||
Letter of Engagement [Member] | |||||||||||||||
Number of restricted shares | 100,000 | ||||||||||||||
Legal Services [Member] | 2021 Equity Incentive Plan [Member] | |||||||||||||||
Number of shares issued | 9,913 | ||||||||||||||
Number of shares issued, value | $ 37,172 | ||||||||||||||
Share Purchase Agreement [Member] | |||||||||||||||
Number of restricted shares | 189,796 | ||||||||||||||
Proceeds from issuance of restricted shares | $ 430,837 | ||||||||||||||
Closing price per share | $ 2.27 | ||||||||||||||
Intellectual Property Asset Purchase Agreement [Member] | |||||||||||||||
Shares issued during period for intellectual property, shares | 8,000,000 | 800,000 | |||||||||||||
Shares issued during period for intellectual property | $ 5,248,000 | $ 5,248,000 | |||||||||||||
Closing price per share | $ 6.56 | ||||||||||||||
License Agreement Amendment [Member] | Restricted Stock [Member] | |||||||||||||||
Closing price per share | $ 4 | ||||||||||||||
Number of shares issued | 96,558 | ||||||||||||||
Number of shares issued, value | $ 386,231 | ||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Closing price per share | $ 3.35 | ||||||||||||||
Number of warrants to purchase common shares | 2,388,050 | ||||||||||||||
Issuance of warrants, description | The warrants vest immediately and expire on October 13, 2026 | ||||||||||||||
Non-U.S. Person [Member] | |||||||||||||||
Number of restricted shares | 21,905 | ||||||||||||||
Proceeds from issuance of restricted shares | $ 92,000 | ||||||||||||||
Independent Contractor [Member] | Statement of Work Agreement [Member] | |||||||||||||||
Number of restricted shares | 15,000 | ||||||||||||||
Proceeds from issuance of restricted shares | $ 55,500 | ||||||||||||||
Accredited Investors [Member] | Asset Purchase Agreement [Member] | |||||||||||||||
Closing price per share | $ 3.35 | ||||||||||||||
Number of shares issued | 2,388,050 | ||||||||||||||
Offering cost, incurred | $ 764,388 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Stock Option and Warrant Activity (Details) | 9 Months Ended |
May 31, 2021USD ($)$ / sharesshares | |
Equity [Abstract] | |
Options/Warrants Outstanding, Beginning Balance | shares | 1,784,500 |
Options/Warrants Outstanding, Granted | shares | 2,460,650 |
Options/Warrants Outstanding, Forfeited | shares | |
Options/Warrants Outstanding, Exercised | shares | (7,500) |
Options/Warrants Outstanding, Ending Balance | shares | 4,237,650 |
Options/Warrants Outstanding, Exercisable | shares | 4,189,250 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 2.20 |
Weighted Average Exercise Price, Granted | $ / shares | 3.36 |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | 1.60 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares | 2.89 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 2.88 |
Weighted Average Remaining Contractual Life, Outstanding, Beginning balance | 4 years 1 month 2 days |
Weighted Average Remaining Contractual Life, Outstanding, Ending balance | 4 years 6 months 3 days |
Weighted Average Remaining Contractual Life, Exercisable | 4 years 6 months 3 days |
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ | $ 3,173,800 |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $ | 595,200 |
Aggregate Intrinsic Value, Exercisable | $ | $ 595,200 |
Stockholders' Deficit - Sched_2
Stockholders' Deficit - Schedule of Options and Warrants Outstanding and Exercisable (Details) | May 31, 2021$ / sharesshares |
Number of Options/Warrants, Outstanding | 4,237,650 |
Number of Options/Warrants, Exercisable | 4,189,250 |
Exercise Price Range One [Member] | |
Number of Options/Warrants, Outstanding | 997,000 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 1.60 |
Number of Options/Warrants, Exercisable | 997,000 |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 1.60 |
Exercise Price Range Two [Member] | |
Number of Options/Warrants, Outstanding | 775,000 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 3 |
Number of Options/Warrants, Exercisable | 775,000 |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 3 |
Exercise Price Range Three [Member] | |
Number of Options/Warrants, Outstanding | 2,388,050 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 3.35 |
Number of Options/Warrants, Exercisable | 2,388,050 |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 3.35 |
Exercise Price Range Four [Member] | |
Number of Options/Warrants, Outstanding | 72,600 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 3.80 |
Number of Options/Warrants, Exercisable | 24,200 |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 3.80 |
Exercise Price Range Five [Member] | |
Number of Options/Warrants, Outstanding | 5,000 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 5 |
Number of Options/Warrants, Exercisable | 5,000 |
Number of Options/Warrants, Exercisable, Exercise Price | $ / shares | $ 5 |
Stockholders' Deficit - Sched_3
Stockholders' Deficit - Schedule of Fair Value of Options Granted by Using Valuation Assumptions (Details) | 9 Months Ended |
May 31, 2021 | |
Equity [Abstract] | |
Risk-free interest rate | 0.42% |
Expected life of the options | 2 years 6 months |
Expected volatility | 268.00% |
Expected dividend yield | 0.00% |
Acquisition - Summary of Purcha
Acquisition - Summary of Purchase Price Allocation at Fair Value (Details) - Pro-Dip, LLC [Member] | May 24, 2021USD ($) |
Office equipment | $ 16,355 |
Inventory | 9,050 |
Intellectual property | 455,752 |
SBA loan | (40,320) |
Total Consideration | 440,837 |
Issuance of common stock | 430,837 |
Cash | 10,000 |
Total consideration | $ 440,837 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Jun. 24, 2021 | Jun. 18, 2021 | Jun. 08, 2021 |
Registration Statement [Member] | |||
Number of shares sold, shares | 2,388,050 | ||
June 2021 Robert Mattacchione Executive Agreement [Member] | GPE Global Holdings Inc. [Member] | |||
Annual base salary | $ 186,000 | ||
Monthly bonus, description | Mattacchione a monthly bonus reconciled quarterly and paid as follows: (a) quarterly cash bonuses equal to 10% of positive net income ("PNI"), and (b) PNI will be reconciled within 30 days after the close of the quarter with payments to Mr. Mattacchione made within 45 days of the close of the quarter | ||
June 2021 Robert Mattacchione Executive Agreement [Member] | GPE Global Holdings Inc. [Member] | Milestone Bonus Parameters (a) [Member] | |||
Monthly bonus, description | For each and every $50,000,000 Company MCV increase sustained for a period of not less than 30 days (the "50M Bonus Event"), Mr. Mattacchione will receive $1,000,000, or 2% of $50,000,000, in Company common stock. For the sake of clarity, Mr. Mattacchione will only be issued compensation based on $50,000,000 MCV increments; there will be no compensation issued for anything above $50,000,000 until the subsequent $50,000,000 MCV milestone is achieved. This bonus will be capped at a Company MCV of $1 billion. The 50M Bonus Event stock will be issued as (i) 50% restricted shares within 30 days of the respective 50M Bonus Event or at a later date as requested by Mr. Mattacchione, and held as an allocation to Mr. Mattacchione, until the requisition date as provided in writing, by Mr. Mattacchione, to the Company, and (ii) 50% registered shares from the Company's current active incentive plan within 30 days of the respective 50M Bonus Event. | ||
June 2021 Robert Mattacchione Executive Agreement [Member] | GPE Global Holdings Inc. [Member] | Milestone Bonus Parameters (b) [Member] | |||
Monthly bonus, description | Upon the Company reaching and sustaining a MCV of $1 billion for a period of not less than 30 days (the "1B Bonus Event"), Mr. Mattacchione will receive $50,000,000, or 5% of $1 billion, in restricted shares of Company common stock. The 1B Bonus Event stock will be issued within 30 days of the 1B Bonus Event or at a later date as requested by Mr. Mattacchione, and held as an allocation to Mr. Mattacchione, until the requisition date as provided in writing, by Mr. Mattacchione, to the Company. | ||
June 2021 Robert Mattacchione Executive Agreement [Member] | GPE Global Holdings Inc. [Member] | Milestone Bonus Parameters (c) [Member] | |||
Monthly bonus, description | For each additional $1 billion MCV, beyond the initial 1B Bonus Event, sustained for a period of no less than 30 days, Mr. Mattacchione will receive $50,000,000, or 5% of $1 billion, in restricted shares of the Company's common stock. This additional 1B Bonus Event Stock, commencing with a $2 billion MCV and each additional 1B MCV increase, beyond $2 billion, will be issued within 30 days of the Bonus Event, or at a later date as requested by Mr. Mattacchione, and held as an allocation to Mr. Mattacchione, until the requisition date as provided in writing, by Mr. Mattacchione, to the Company. | ||
June 2021 David Agreement [Member] | Christopher David [Member] | |||
Annual base salary | $ 171,000 | ||
June 2021 David Agreement [Member] | Milestone Bonus Parameters (a) [Member] | Christopher David [Member] | |||
Monthly bonus, description | For each and every $50,000,000 Company MCV increase sustained for a period of not less than 30 days (the "50M Bonus Event"), Mr. David will receive $500,000, or 1% of $50,000,000, in Company common stock. For the sake of clarity, Mr. David will only be issued compensation based on $50,000,000 MCV increments; there will be no compensation issued for anything above $50,000,000 until the subsequent $50,000,000 MCV milestone is achieved. This bonus will be capped at a Company MCV of $1 billion. The 50M Bonus Event stock will be issued as (i) 50% restricted shares within 30 days of the respective 50M Bonus Event or at a later date as requested by Mr. David, and held as an allocation to Mr. David, until the requisition date as provided in writing, by Mr. David, to the Company, and (ii) 50% registered shares from the Company's current active incentive plan within 30 days of the respective 50M Bonus Event. | ||
June 2021 David Agreement [Member] | Milestone Bonus Parameters (b) [Member] | Christopher David [Member] | |||
Monthly bonus, description | Upon the Company reaching and sustaining a MCV of $1 billion for no less than 30 days (the "1B Bonus Event"), Mr. David will receive $20,000,000, or 2% of $1 billion, in restricted shares of Company common stock. The 1B Bonus Event stock will be issued within 30 days of the 1B Bonus Event or at a later date as requested by Mr. David, and held as an allocation to Mr. David, until the requisition date as provided in writing, by Mr. David, to the Company. | ||
June 2021 David Agreement [Member] | Milestone Bonus Parameters (c) [Member] | Christopher David [Member] | |||
Monthly bonus, description | For each additional $1 billion MCV, beyond the initial 1B Bonus Event, sustained for a period of no less than 30 days, Mr. David will receive $20,000,000, or 2% of $1 billion, in restricted shares of the Company's common stock. This additional 1B Bonus Event Stock, commencing with a $2 billion MCV and each additional 1B MCV increase, beyond $2 billion, will be issued within 30 days of the Bonus Event, or at a later date as requested by Mr. David, and held as an allocation to Mr. David, until the requisition date as provided in writing, by Mr. David, to the Company. | ||
Share Exchange Agreement [Member] | Acenzia Inc. [Member] | |||
Number of restricted shares allotted | 3,806,660 |