Cover
Cover - shares | 6 Months Ended | |
Feb. 28, 2022 | Apr. 11, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 28, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --08-31 | |
Entity File Number | 001-40089 | |
Entity Registrant Name | Novo Integrated Sciences, Inc. | |
Entity Central Index Key | 0001138978 | |
Entity Tax Identification Number | 59-3691650 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 11120 NE 2nd Street | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Bellevue | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98004 | |
City Area Code | (206) | |
Local Phone Number | 617-9797 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | NVOS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,913,092 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 15,943,997 | $ 8,293,162 |
Accounts receivable, net | 1,251,973 | 1,468,429 |
Inventory | 334,414 | 339,385 |
Other receivables, current portion | 981,597 | 814,157 |
Prepaid expenses and other current assets | 503,437 | 218,376 |
Total current assets | 19,015,418 | 11,133,509 |
Property and equipment, net | 6,157,621 | 6,070,291 |
Intangible assets, net | 33,217,602 | 32,436,468 |
Right-of-use assets, net | 2,348,391 | 2,543,396 |
Other receivables, net of current portion | 522,062 | 692,738 |
Goodwill | 9,058,936 | 9,081,879 |
TOTAL ASSETS | 70,320,030 | 61,958,281 |
Current Liabilities: | ||
Accounts payable | 1,105,707 | 1,449,784 |
Accrued expenses | 1,199,274 | 1,129,309 |
Accrued interest (including amounts to related parties) | 642,246 | 366,280 |
Government loans and notes payable, current portion | 5,260,047 | 4,485,649 |
Convertible notes payable, net of discount of $302,550 | 1,572,450 | |
Contingent liability | 749,626 | |
Due to related parties | 473,367 | 478,920 |
Finance lease liability, current portion | 17,533 | 23,184 |
Operating lease liability, current portion | 533,535 | 530,797 |
Total current liabilities | 11,553,785 | 8,463,923 |
Debentures, related parties | 979,724 | 982,205 |
Notes payable, net of current portion | 174,242 | 5,133,604 |
Convertible notes payable, net of discount of $6,943,704 | 9,722,962 | |
Finance lease liability, net of current portion | 10,854 | 16,217 |
Operating lease liability, net of current portion | 1,866,858 | 2,057,805 |
Deferred tax liability | 1,496,581 | 1,500,372 |
TOTAL LIABILITIES | 25,805,006 | 18,154,126 |
Commitments and contingencies | ||
Novo Integrated Sciences, Inc. | ||
Common stock; $0.001par value; 499,000,000 shares authorized; 28,885,144 and 26,610,144 shares issued and outstanding at February 28, 2022 and August 31, 2021, respectively | 28,885 | 26,610 |
Additional paid-in capital | 60,691,723 | 54,579,396 |
Common stock to be issued (4,359,841 and 3,622,199 shares at February 28, 2022 and August 31, 2021) | 10,409,457 | 9,236,607 |
Other comprehensive income | 1,002,282 | 991,077 |
Accumulated deficit | (27,581,028) | (20,969,274) |
Total Novo Integrated Sciences, Inc. stockholders’ equity | 44,551,319 | 43,864,416 |
Noncontrolling interest | (36,295) | (60,261) |
Total stockholders’ equity | 44,515,024 | 43,804,155 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 70,320,030 | $ 61,958,281 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable net of discount current | $ 302,550 | |
Convertible notes payable net of discount noncurrent | $ 6,943,704 | |
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 or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 499,000,000 | 499,000,000 |
Common Stock, Shares, Outstanding | 28,885,144 | 26,610,144 |
Common Stock, Shares, issued | 28,885,144 | 26,610,144 |
Common Stock, Shares Subscribed but Unissued | 4,359,841 | 3,622,199 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,869,223 | $ 2,075,894 | $ 6,031,150 | $ 4,231,400 |
Cost of revenues | 1,652,869 | 1,324,448 | 3,548,330 | 2,668,504 |
Gross profit | 1,216,354 | 751,446 | 2,482,820 | 1,562,896 |
Operating expenses: | ||||
Selling expenses | 26,370 | 602 | 26,538 | 1,845 |
General and administrative expenses | 3,310,660 | 2,076,788 | 5,940,617 | 3,644,719 |
Total operating expenses | 3,337,030 | 2,077,390 | 5,967,155 | 3,646,564 |
Loss from operations | (2,120,676) | (1,325,944) | (3,484,335) | (2,083,668) |
Non operating income (expense) | ||||
Interest income | 8,490 | 8,301 | 16,878 | 16,863 |
Interest expense | (1,226,182) | (22,948) | (1,294,912) | (46,889) |
Amortization of debt discount | (1,463,022) | (1,520,862) | ||
Foreign currency transaction losses | (66,814) | (401,368) | ||
Total other income (expense) | (2,747,528) | (14,647) | (3,200,264) | (30,026) |
Loss before income taxes | (4,868,204) | (1,340,591) | (6,684,599) | (2,113,694) |
Income tax expense | ||||
Net loss | (4,868,204) | (1,340,591) | (6,684,599) | (2,113,694) |
Net loss attributed to noncontrolling interest | (63,037) | (721) | (72,845) | (2,354) |
Net loss attributed to Novo Integrated Sciences, Inc. | (4,805,167) | (1,339,870) | (6,611,754) | (2,111,340) |
Comprehensive loss: | ||||
Foreign currency translation gain | 114,738 | 42,232 | 11,205 | 52,828 |
Comprehensive loss: | $ (4,753,466) | $ (1,298,359) | $ (6,673,394) | $ (2,060,866) |
Weighted average common shares outstanding - basic and diluted | 28,740,700 | 23,754,808 | 27,827,686 | 23,630,900 |
Net loss per common share - basic and diluted | $ (0.17) | $ (0.06) | $ (0.24) | $ (0.09) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholder's Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock To Be Issued [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total Novo Stockholders Equity [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Aug. 31, 2020 | $ 23,466 | $ 44,905,454 | $ 1,199,696 | $ (16,507,127) | $ 29,621,489 | $ (49,859) | $ 29,571,630 | |
Beginning balance, shares at Aug. 31, 2020 | 23,466,236 | |||||||
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) | ||||
Common stock issued for cash | $ 22 | 91,978 | 92,000 | 92,000 | ||||
Common stock issued for cash, shares | 21,905 | |||||||
Ending balance, value at Nov. 30, 2020 | $ 23,553 | 45,245,367 | 1,210,292 | (17,278,597) | 29,200,615 | (51,717) | 29,148,898 | |
Ending balance, shares at Nov. 30, 2020 | 23,553,141 | |||||||
Beginning balance, value at Aug. 31, 2020 | $ 23,466 | 44,905,454 | 1,199,696 | (16,507,127) | 29,621,489 | (49,859) | 29,571,630 | |
Beginning balance, shares at Aug. 31, 2020 | 23,466,236 | |||||||
Net loss | (2,113,694) | |||||||
Fair value of vested stock options | (22,215) | |||||||
Ending balance, value 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 |
Ending balance, shares at Feb. 28, 2021 | 23,801,598 | |||||||
Beginning balance, value at Nov. 30, 2020 | $ 23,553 | 45,245,367 | 1,210,292 | (17,278,597) | 29,200,615 | (51,717) | 29,148,898 | |
Beginning balance, shares at Nov. 30, 2020 | 23,553,141 | |||||||
Foreign currency translation loss | 42,232 | 42,232 | (965) | 41,267 | ||||
Net loss | (1,339,870) | (1,339,870) | (721) | (1,340,591) | ||||
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 | |||||
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 | |||||
Ending balance, value 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 |
Ending balance, shares at Feb. 28, 2021 | 23,801,598 | |||||||
Beginning balance, value at Aug. 31, 2021 | $ 26,610 | 54,579,396 | 9,236,607 | 991,077 | (20,969,274) | 43,864,416 | (60,261) | 43,804,155 |
Beginning balance, shares at Aug. 31, 2021 | 26,610,144 | |||||||
Common stock issued for services | $ 35 | 64,715 | 64,750 | 64,750 | ||||
Common stock issued for services, shares | 35,000 | |||||||
Common stock issued as collateral and held in escrow | $ 2,000 | (2,000) | ||||||
Common stock issued as collateral and held in escrow, shares | 2,000,000 | |||||||
Common stock to be issued for purchase of Terragenx | 983,925 | 983,925 | 97,311 | 1,081,236 | ||||
Common stock to be issued for purchase of Mullin assets | 188,925 | 188,925 | 188,925 | |||||
Value of warrants issued with convertible notes | 295,824 | 295,824 | 295,824 | |||||
Fair value of stock options | 154,135 | 154,135 | 154,135 | |||||
Foreign currency translation loss | (103,533) | (103,533) | (855) | (104,388) | ||||
Net loss | (1,806,587) | (1,806,587) | (9,808) | (1,816,395) | ||||
Ending balance, value at Nov. 30, 2021 | $ 28,645 | 55,092,070 | 10,409,457 | 887,544 | (22,775,861) | 43,641,855 | 26,387 | 43,668,242 |
Ending balance, shares at Nov. 30, 2021 | 28,645,144 | |||||||
Beginning balance, value at Aug. 31, 2021 | $ 26,610 | 54,579,396 | 9,236,607 | 991,077 | (20,969,274) | 43,864,416 | (60,261) | 43,804,155 |
Beginning balance, shares at Aug. 31, 2021 | 26,610,144 | |||||||
Net loss | $ (6,684,599) | |||||||
Exercise of stock options, shares | ||||||||
Fair value of vested stock options | $ (198,562) | |||||||
Ending balance, value at Feb. 28, 2022 | $ 28,885 | 60,691,723 | 10,409,457 | 1,002,282 | (27,581,028) | 44,551,319 | (36,295) | 44,515,024 |
Ending balance, shares at Feb. 28, 2022 | 28,885,144 | |||||||
Beginning balance, value at Nov. 30, 2021 | $ 28,645 | 55,092,070 | 10,409,457 | 887,544 | (22,775,861) | 43,641,855 | 26,387 | 43,668,242 |
Beginning balance, shares at Nov. 30, 2021 | 28,645,144 | |||||||
Common stock issued for services | $ 240 | 297,760 | 298,000 | 298,000 | ||||
Common stock issued for services, shares | 240,000 | |||||||
Value of warrants issued with convertible notes | 5,257,466 | 5,257,466 | 5,257,466 | |||||
Fair value of stock options | 44,427 | 44,427 | 44,427 | |||||
Foreign currency translation loss | 114,738 | 114,738 | 355 | 115,093 | ||||
Net loss | (4,805,167) | (4,805,167) | (63,037) | (4,868,204) | ||||
Ending balance, value at Feb. 28, 2022 | $ 28,885 | $ 60,691,723 | $ 10,409,457 | $ 1,002,282 | $ (27,581,028) | $ 44,551,319 | $ (36,295) | $ 44,515,024 |
Ending balance, shares at Feb. 28, 2022 | 28,885,144 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,684,599) | $ (2,113,694) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,467,837 | 737,423 |
Fair value of vested stock options | 198,562 | 22,215 |
Common stock issued for services | 362,750 | 623,000 |
Operating lease expense | 289,626 | 306,717 |
Amortization of debt discount | 1,520,862 | |
Foreign currency transaction losses | 401,368 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 213,125 | 353,649 |
Inventory | 46,135 | |
Prepaid expenses and other current assets | (285,444) | (216,568) |
Accounts payable | (422,847) | (938) |
Accrued expenses | (111,479) | 153,807 |
Accrued interest | 277,075 | 5,867 |
Operating lease liability | (282,703) | (301,250) |
Net cash used in operating activities | (3,009,732) | (429,772) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (192,536) | (618) |
Cash acquired with acquisition | 29,291 | |
Net cash used in investing activities | (163,245) | (618) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments to related parties | (4,350) | (82,723) |
Repayments of finance leases | (10,934) | |
Repayments of notes payable | (4,415,000) | |
Proceeds from the sale of common stock, net of offering costs | 92,000 | |
Proceeds from exercise of stock options | 12,000 | |
Proceeds from issuance of convertible notes, net | 15,270,000 | |
Net cash provided by financing activities | 10,839,716 | 21,277 |
Effect of exchange rate changes on cash and cash equivalents | (15,904) | 39,832 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 7,650,835 | (369,281) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 8,293,162 | 2,067,718 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 15,943,997 | 1,698,437 |
CASH PAID FOR: | ||
Interest | 1,294,912 | 32,936 |
Income taxes | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock to be issued for intangible assets | 188,925 | 960,000 |
Common stock to be issued for acquisition | $ 983,925 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Feb. 28, 2022 | |
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 provide, or intend to provide, essential and differentiated solutions to the delivery of multidisciplinary primary care and related wellness products through the integration of medical technology, interconnectivity, advanced therapeutics, diagnostic solutions, unique personalized product offerings, and rehabilitative science. We believe that “decentralizing” healthcare, through the integration of medical technology and interconnectivity, is an essential solution to the rapidly evolving fundamental transformation of how non-catastrophic healthcare is delivered both now and in the future. Specific to non-critical care, ongoing advancements in both medical technology and inter-connectivity are allowing for a shift of the patient/practitioner relationship to the patient’s home and away from on-site visits to primary medical centers with mass-services. This acceleration of “ease-of-access” in the patient/practitioner interaction for non-critical care diagnosis and subsequent treatment minimizes the degradation of non-critical health conditions to critical conditions as well as allowing for more cost-effective and efficient healthcare distribution. The Company’s decentralized healthcare business model is centered on three primary pillars to best support the transformation of non-catastrophic healthcare delivery to patients and consumers: ● First Pillar – Service Networks: Deliver multidisciplinary primary care services through (i) an affiliate network of clinic facilities, (ii) small and micro footprint sized clinic facilities primarily located within the footprint of box-store commercial enterprises, (iii) clinic facilities operated through a franchise relationship with the Company, and (iv) corporate operated clinic facilities. ● Second Pillar – Technology: Develop, deploy, and integrate sophisticated interconnected technology, interfacing the patient to the healthcare practitioner thus expanding the reach and availability of the Company’s services, beyond the traditional clinic location, to geographic areas not readily providing advanced, peripheral based healthcare services, including the patient’s home. ● Third Pillar – Products: Develop and distribute effective, personalized health and wellness product solutions allowing for the customization of patient preventative care remedies and ultimately a healthier population. The Company’s science-first approach to product innovation further emphasizes our mandate to create and provide over-the-counter preventative and maintenance care solutions. Innovation through science, combined with the integration of sophisticated, secure technology, assures Novo Integrated of continued cutting edge advancement in patient first platforms. On April 25, 2017 (the “Effective Date”), we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and between (i) Novo Integrated; (ii) Novo Healthnet Limited, a wholly owned subsidiary of the Company (“NHL”), (iii) ALMC-ASAP Holdings Inc. (“ALMC”); (iv) Michael Gaynor Family Trust (the “MGFT”); (v) 1218814 Ontario Inc. (“1218814”) and (vi) Michael Gaynor Physiotherapy Professional Corp. (“MGPP,” and together with ALMC, MGFT and 1218814, the “NHL Shareholders”). Pursuant to the terms of the Share Exchange Agreement, Novo Integrated agreed to acquire, from the NHL Shareholders, all of the shares of both common and preferred stock of NHL held by the NHL Shareholders in exchange for the issuance, by Novo Integrated to the NHL Shareholders, of Novo Integrated common stock such that following the closing of the Share Exchange Agreement, the NHL Shareholders would own 16,779,741 85% On May 9, 2017, the Exchange closed and, as a result, NHL became a wholly owned subsidiary of Novo Integrated. The Exchange was accounted for as a reverse acquisition under the purchase method of accounting since NHL obtained control of Novo Integrated Sciences, Inc. Accordingly, the Exchange was recorded as a recapitalization of NHL, with NHL being treated as the continuing entity. The historical financial statements presented are the financial statements of NHL. The Share Exchange Agreement was treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the closing date of the Exchange, the net assets of the legal acquirer, Novo Integrated Sciences, Inc., were $ 6,904 Reverse Stock Split On February 1, 2021, the Company effected a 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. On March 17, 2020, as a result of COVID-19 pandemic 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. Commencing in May 2020, the Company was able to begin providing some services, and was fully operational again in June 2020. As of February 28, 2022, all corporate clinics were open and operational 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, and our eldercare operations are fully operational. In addition, Acenzia Inc.(“Acenzia”), Terragenx Inc. (“Terragenx”) and PRO-DIP, LLC (“PRO-DIP”) are open and fully operational while following all local, state, provincial, and national guidelines and protocols related to minimizing the spread of the COVID-19 pandemic. 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 during the period ended February 28, 2022. 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. While all of the Company’s business units are operational at the time of this filing, any future 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, but not limited to, (i) the duration of the COVID-19 outbreak and additional variants that may be identified, (ii) new information which may emerge concerning the severity of the COVID-19 pandemic, and (iii) 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. For more on the financial impact of COVID-19 on the Company, see “—Liquidity and Capital Resources—Financial Impact of COVID-19” of this quarterly report on Form 10-Q. 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, 2021, that the Company filed on December 14, 2021. The results of operations for the six months ended February 28, 2022 are not necessarily indicative of the results for the fiscal year ending August 31, 2022. The Company’s Canadian subsidiaries’ functional currency is the Canadian Dollar (“CAD”); however, the accompanying condensed 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 Schedule of Foreign Currency Translation, Exchange Rate Used February 28, 2022 February 28, 2021 August 31, 2021 Period end: CAD to USD exchange rate $ 0.7897 $ 0.7851 $ 0.7917 Average period: CAD to USD exchange rate $ 0.7911 $ 0.7720 $ 0.7885 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Feb. 28, 2022 | |
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 receivables, allowance for slow moving and obsolete inventory, 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, Acenzia, Novomerica Health Group, Novo Healthnet Rehab Limited, Novo Assessments Inc., PRO-DIP, LLC, a 91% 80% 70% 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 loss 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 condensed consolidated statements 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 February 28, 2022, and August 31, 2021, the allowance for uncollectible accounts receivable was $ 1,054,599 1,097,628 Inventory Inventories are valued at the lower of cost (determined by the first in, first out method) and net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. Inventory is segregated into three areas: raw materials, work-in-process and finished goods. The Company periodically assessed its inventory for slow moving and/or obsolete items and any change in the allowance is recorded in cost of revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired. As of February 28, 2022 and August 31, 2021, the Company’s allowance for slow moving or obsolete inventory was $ 1,064,025 1,066,721 Other Receivables Other receivables are recorded at cost and presented as current or long-term based on the terms of the agreements. Management reviews the collectability of other receivables and writes off the portion that is deemed to be uncollectible. Property and Equipment Property and equipment are stated at cost less depreciation and impairment. 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: Schedule of Estimated Useful Lives of Assets Building 30 years Leasehold improvements 5 years Clinical equipment 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years Leases The Company applies the provisions of ASC Topic 842, Leases Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment Intangible Assets The Company’s intangible assets are being amortized over their estimated useful lives as follows: Schedule of Intangible Assets Amortized Estimated Useful Lives Land use rights 50 years Software license 7 years Intellectual property 7 years Customer relationships 5 years Brand names 7 years Workforce 5 years 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 February 28, 2022, 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 12 months 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, Action Plus Physiotherapy Rockland during the fiscal year ended August 31, 2019 and Acenzia, Inc. during fiscal year ended August 31, 2021. Based on its review at February 28, 2022, the Company believes there was no impairment of its goodwill. As of August 31, 2021, the Company performed the required impairment reviews and determined that an impairment charge of $ 99,593 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 For certain financial instruments, the carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, current portion of other receivables, and current liabilities, including accounts payable, current portion of notes payable, due to related parties, current portion of convertible notes payable and current portion of finance lease liability, each qualify as a financial instrument, and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates their fair values due to current market rate on such debt. As of February 28, 2022 and August 31, 2021, respectively, the Company did not identify any financial assets and liabilities required to be presented on the balance sheet at fair value. Revenue Recognition The Company’s revenue recognition reflects the updated accounting policies as per the requirements of ASU No. 2014-09, Revenue from Contracts with Customers Revenue from providing healthcare and healthcare related services and product sales are recognized under Topic 606 ● 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 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. ● Product sales – revenue is recorded at the point of time of delivery Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Unearned revenue is included with accrued expenses in the accompanying condensed consolidated balance sheets. Sales returns and allowances were insignificant for the periods ended February 28, 2022 and 2021. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. 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 10,624,849 1,849,600 8,893,035 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 $ 1,002,282 991,077 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 condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheets. Segment Reporting ASC Topic 280, Segment Reporting Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 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. In August 2020, the FASB issued guidance that simplifies the accounting for debt with conversion options, revises the criteria for applying the derivative scope exception for contracts in an entity’s own equity, and improves the consistency for the calculation of earnings per share. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2021. In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The optional guidance, which became effective on March 12, 2020 and can be applied through December 21, 2022, has not impacted our condensed consolidated financial statements. The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2022. 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 | 6 Months Ended |
Feb. 28, 2022 | |
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 February 28, 2022 and August 31, 2021, the amount due to related parties was $ 473,367 478,920 401,681 22,725 6% 48,961 13.75% 407,052 22,783 6% 49,085 13.75% |
Accounts Receivables, net
Accounts Receivables, net | 6 Months Ended |
Feb. 28, 2022 | |
Receivables [Abstract] | |
Accounts Receivables, net | Note 4 – Accounts Receivables, net Accounts receivables, net at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Accounts Receivables, Net February 28, August 31, 2022 2021 Trade receivables $ 2,171,751 $ 2,411,499 Amounts earned but not billed 134,821 154,558 Accounts receivable gross 2,306,572 2,566,057 Allowance for doubtful accounts (1,054,599 ) (1,097,628 ) Accounts receivable, net $ 1,251,973 $ 1,468,429 |
Inventory
Inventory | 6 Months Ended |
Feb. 28, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Inventory at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Inventory February 28, August 31, 2022 2021 Raw materials $ 991,497 $ 1,017,566 Work in process 144,262 144,628 Finished Goods 262,680 243,912 Inventory Gross 1,398,439 1,406,106 Allowance for slow moving and obsolete inventory (1,064,025 ) (1,066,721 ) Inventory, net $ 334,414 $ 339,385 |
Other Receivables
Other Receivables | 6 Months Ended |
Feb. 28, 2022 | |
Receivables [Abstract] | |
Other Receivables | Note 6 – Other Receivables Other receivables at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Other Receivables February 28, August 31, 2022 2021 $ 296,138 $ 296,888 Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrued interest at 8% March 1, 2019 $ 296,138 $ 296,888 Advance to corporation; accrues interest at 12% January 31, 2023 78,970 79,170 Advance to corporation; accrues interest at 10% May 1, 2023 225,924 225,924 Advance to corporation; accrues interest at 12% August 1, 2022 507,777 509,063 Advance to corporation; accrues interest at 10% September 1, 2022 394,850 395,850 Total other receivables 1,503,659 1,506,895 Current portion (981,597 ) (814,157 ) Long-term portion $ 522,062 $ 692,738 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property and Equipment Property and equipment at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Property and Equipment February 28, August 31, 2022 2021 Land $ 473,821 $ 475,020 Building 3,553,651 3,562,650 Leasehold improvements 853,666 691,318 Clinical equipment 1,960,449 1,875,537 Computer equipment 25,935 24,679 Office equipment 49,787 46,510 Furniture and fixtures 40,915 41,019 Property and equipment gross 6,958,224 6,716,733 Accumulated depreciation (800,603 ) (646,442 ) Total $ 6,157,621 $ 6,070,291 Depreciation expense for the six months ended February 28, 2022 and 2021 was $ 156,067 43,938 Certain property and equipment have been used to secure notes payable (See Note 10). |
Intangible Assets
Intangible Assets | 6 Months Ended |
Feb. 28, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8 – Intangible Assets Intangible assets at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Intangible Assets February 28, August 31, 2022 2021 Land use rights $ 21,600,000 $ 21,600,000 Software license 1,144,798 1,144,798 Intellectual property 11,487,882 9,388,065 Customer relationships 785,316 787,304 Brand names 2,060,722 2,065,941 Assembled workforce 419,940 421,003 37,498,658 35,407,111 Accumulated amortization (4,281,056 ) (2,970,643 ) Total $ 33,217,602 $ 32,436,468 Amortization expense for the six months ended February 28, 2022 and 2021 was $ 1,311,770 693,485 Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Schedule of Expected Amortization Expense of Intangible Assets Twelve Months Ending February 28, 2023 $ 2,772,108 2024 2,772,108 2025 2,772,108 2026 2,772,108 2027 2,378,089 Thereafter 19,751,081 Total $ 33,217,602 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Feb. 28, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 9 – Accrued Expenses Accrued expenses at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Accrued Expenses February 28, August 31, 2022 2021 Accrued liabilities $ 957,772 $ 811,660 Accrued payroll 202,868 279,018 Unearned revenue 38,634 38,631 Accrued expenses $ 1,199,274 $ 1,129,309 |
Government Loans and Notes Paya
Government Loans and Notes Payable | 6 Months Ended |
Feb. 28, 2022 | |
Government Loans And Notes Payable | |
Government Loans and Notes Payable | Note 10 – Government Loans and Notes Payable Notes payable at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Governmental Loans and Note Payable February 28, August 31, 2022 2021 Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program (A). 110,558 63,336 Note payable to the Small Business Administration (“SBA”). The note bears interest at 3.75 monthly 190 40,320 40,320 Note payable dated December 3, 2019; accrues interest at 3 June 30, 2022 5,252,749 5,069,858 Note payable dated December 3, 2018; accrues interest at 4.53 annual 4,000 30,662 30,739 Note payable dated June 24, 2021; accrues interest at 9 950,000 June 24, 2022 - 4,415,000 Total government loans and notes payable 5,434,289 9,619,253 Less current portion (5,260,047 ) (4,485,649 ) Long-term portion $ 174,242 $ 5,133,604 (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 63,176 December 31, 2023 If the loan amount is paid on or before December 31, 2023, 25 75 60,000 47,382 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 75 101,800 Future scheduled maturities of outstanding government loans and notes payable are as follows: Schedule of Future Maturities Outstanding of Governmental Loans and Note Payable Twelve Months Ending February 28, 2023 $ 5,260,047 2024 115,455 2025 5,338 2026 5,785 2027 6,238 Thereafter 41,426 Total $ 5,434,289 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Feb. 28, 2022 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 11 – Convertible Notes Payable Novo Integrated On December 14, 2021, Novo Integrated, issued two convertible notes payable for a total of $ 16,666,666 5 June 14, 2023 2.00 In connection with the convertible notes payable, the Company issued the note holders warrants to purchase a total of 5,833,334 2.00 The warrants expire on December 14, 2025. The Company first determined the value of the convertible notes payable and the fair value of the detachable warrants issued in connection with this transaction. The estimated value of the warrants of $ 7,680,156 ● Expected life of 4.0 ● Volatility of 275 ● Dividend yield of 0 ● Risk free interest rate of 1.23 The face amount of the convertible notes payable of $ 16,666,666 11,409,200 5,257,466 5,257,466 1,666,666 1,140,000 8,064,132 1,120,428 6,943,704 Terragenx On November 17, 2021, Terragenx, a 91 1,875,000 1 May 17, 2022 3.35 In connection with the convertible notes payable, the Company issued the note holders warrants to purchase a total of 223,880 3.35 The warrants expire on November 17, 2024. The Company first determined the value of the convertible notes payable and the fair value of the detachable warrants issued in connection with this transaction. The estimated value of the warrants of $ 351,240 ● Expected life of 3.0 ● Volatility of 300 ● Dividend yield of 0 ● Risk free interest rate of 0.85 The face amount of the convertible notes payable of $ 1,875,000 1,579,176 295,824 295,824 375,000 90,000 760,824 400,434 302,550 |
Debentures, Related Parties
Debentures, Related Parties | 6 Months Ended |
Feb. 28, 2022 | |
Debt Disclosure [Abstract] | |
Debentures, Related Parties | Note 12 – Debentures, Related Parties On September 30, 2013, the Company issued five debentures totaling CAD$6, 402,512 6,225,163 8 September 30, 2016 September 30, 2019 December 1, 2023 On January 31, 2018, the debenture holders converted 75 3,894,809 414,965 1,047,588 The per share price used for the conversion of each debenture was $ 4.11 On July 21, 2020, the Company made a partial repayment of a debenture due to a related party of $ 267,768 At February 28, 2022 and August 31, 2021, the amount of debentures outstanding was $ 979,724 982,205 |
Leases
Leases | 6 Months Ended |
Feb. 28, 2022 | |
Leases | |
Leases | Note 13 – Leases Operating 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. The table below presents the lease related assets and liabilities recorded on the Company’s condensed consolidated balance sheets as of February 28, 2022 and August 31, 2021: Schedule of Lease Related Assets and Liabilities February 28, August 31, 2022 2021 Classification on Balance Sheet Assets Operating lease assets Operating lease right of use assets $ 2,348,391 $ 2,543,396 Total lease assets $ 2,348,391 $ 2,543,396 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 533,535 $ 530,797 Noncurrent liabilities Operating lease liability Long-term operating lease liability 1,866,858 2,057,805 Total lease liability $ 2,400,393 $ 2,588,602 Future minimum operating lease payments are as follows: Schedule of Lease Obligations Twelve Months Ending February 28, 2022 $ 706,646 2023 546,138 2024 429,308 2025 371,390 2026 383,475 Thereafter 558,151 Total payments 2,995,108 Amount representing interest (594,715 ) Lease obligation, net 2,400,393 Less lease obligation, current portion (533,535 ) Lease obligation, long-term portion $ 1,866,858 During the six months ended February 28, 2022, the Company entered into new lease obligation of $ 101,348 The lease expense for the six months ended February 28, 2022 and 2021 was $ 392,160 415,643 381,533 410,175 5.71 8 Finance Leases The Company leases certain equipment under lease contracts that are accounted for as finance leases. If the contracts meet the criteria for a finance lease, the related equipment underlying the lease contract is capitalized and amortized over its estimated useful life. If the cost of the equipment is not available, the Company calculates the cost by taking the present value of the lease payments using an implicit borrowing rate of 5 The net book value of equipment under finance leases included in property and equipment on the accompanying condensed consolidated balance sheets at February 28, 2022 and August 31, 2021 is as follows: Schedule of Finance Leases February 28, August 31, 2022 2021 Cost $ 209,457 $ 209,457 Accumulated amortization (164,419 ) (136,491 ) Net book value $ 45,038 $ 72,966 Future minimum finance lease payments are as follows: Schedule of Future Minimum Lease Payments Twelve Months Ending February 28, 2023 $ 18,328 2024 9,694 2025 808 Total payments 28,830 Amount representing interest (443 ) Lease obligation, net 28,387 Less lease obligation, current portion (17,533 ) Lease obligation, long-term portion $ 10,854 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Feb. 28, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 14 – Stockholders’ Equity Convertible Preferred Stock The Company has authorized 1,000,000 0.001 0 0 Common Stock The Company has authorized 499,000,000 0.001 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 28,885,144 26,610,144 During the six months ended February 28, 2022, the Company issued: ● 35,000 64,750 September 16, 2021 ● 2,000,000 1,875,000 November 23, 2021 0 ● 50,000 65,500 December 20, 2021 ● 25,000 30,000 January 24, 2022 ● 65,000 78,000 January 24, 2022 ● 50,000 60,000 January 24, 2022 ● 50,000 64,500 February 24, 2022 Stock Options 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 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, 1,000,000 864,900 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 the maximum aggregate number of shares that may be issued under the 2021 Plan is eligible to 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 4,039,315 The following is a summary of stock options activity: Schedule of Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2021 1,849,600 2.29 3.14 $ 218,240 Granted 329,985 1.41 Forfeited - Exercised - Outstanding, February 28, 2022 2,179,585 2.16 2.99 $ 16,919 Exercisable, February 28, 2022 1,897,600 $ 2.28 2.69 $ - The exercise price for stock options outstanding at February 28, 2022: Schedule of Options Outstanding Outstanding Exercisable Number of Exercise Number of Exercise Options Price Options Price 281,985 $ 1.33 - $ 1.33 997,000 1.60 997,000 1.60 48,000 1.87 48,000 1.87 775,000 3.00 775,000 3.00 72,600 3.80 72,600 3.80 5,000 5.00 5,000 5.00 2,179,585 1,897,600 For options granted during the six months ended February 28, 2022 where the exercise price equaled the stock price at the date of the grant, the weighted-average fair value of such options was $ 1.37 1.41 For options granted during the six months ended February 28, 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 3.80 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 $ 198,562 22,215 365,321 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 six months ended February 28, 2022 and 2021: Schedule of Fair Value of Options Granted by Using Valuation Assumptions 2022 2021 Risk-free interest rate 0.93 1.89 % 0.42 % Expected life of the options 2.5 2.5 Expected volatility 281 % 268 % Expected dividend yield 0 % 0 % Warrants The following is a summary of warrant activity: Schedule of Warrant Activity Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2021 2,388,050 3.35 5.12 $ - Granted 6,057,214 2.05 Forfeited - Exercised - Outstanding, February 28, 2022 8,445,264 2.42 4.00 $ - Exercisable, February 28, 2022 8,445,264 $ 2.42 4.00 $ - The exercise price for warrants outstanding at February 28, 2022: Schedule of Warrants Outstanding Outstanding and Exercisable Number of Exercise Warrants Price 5,833,334 $ 2.00 2,611,930 3.35 8,445,264 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Feb. 28, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – 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 February 28, 2022, results of operations, cash flows or liquidity of the Company. |
Acquisitions
Acquisitions | 6 Months Ended |
Feb. 28, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 16 – Acquisitions Terragenx On November 17, 2021, the Company and NHL, a wholly owned subsidiary of the Company, entered into that certain Share Exchange Agreement (the “Terra SEA”), dated as of November 17, 2021, by and among the Company, NHL, Terragenx Inc. (“Terra”), TMS Inc. (“TMS”), Shawn Mullins, Claude Fournier, and The Coles Optimum Health and Vitality Trust (“COHV” and collectively with TMS, Mr. Mullins and Mr. Fournier, the “Terra Shareholders”). Collectively, the Terra Shareholders owned 91 Pursuant to the terms of the Terra SEA, NHL agreed to purchase from the Terra Shareholders, and the Terra Shareholders agreed to sell to NHL, the Terra Purchased Shares on the closing date, in exchange for payment by NHL of the purchase price (the “Purchase Price”) of CAD$ 500,000 398,050 3.35 The Exchange closed on November 17, 2021. At the closing of the Exchange, (i) the Terra Shareholders transferred to NHL a total of 910 91 100 118,821 91 In addition, the Company will issue 500,000 1.59 983,925 245,658 790,193 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. A summary of the preliminary purchase price allocation at fair value is below. Summary of Purchase Price Allocation at Fair Value Cash and cash equivalents $ 29,291 Inventory 42,273 Prepaid expenses and other current assets 398 Property and equipment 66,759 Intangible assets 1,179,361 Accounts payable and accrued expenses (189,080 ) CEBA loan (47,766 ) Minority interest (97,311 ) Purchase price $ 983,925 The purchase price was paid as follows: Summary of Purchase Price Cash $ - Common stock to be issued 983,925 $ 983,925 The purchase of Terragenx was not considered significant for accounting purposes; therefore, pro forma financial statements are not presented. Mullins Asset Purchase Agreement On November 17, 2021, the Company entered into that certain Asset Purchase Agreement (the “Mullins APA”), dated as of November 17, 2021, by and between the Company and Terence Mullins. Pursuant to the terms of the Mullins APA, Mr. Mullins agreed to sell, and the Company agreed to purchase, all of Mr. Mullins’ right, title and interest in and to certain assets (the “Mullins IP Assets”), in exchange for a purchase price of CAD$ 2,500,000 1,990,250 (a) CAD$ 2,000,000 1,592,200 (b) CAD$ 500,000 398,050 118,821 All shares issued or allotted under the terms and conditions of the Mullins APA are calculated at a value of $ 3.35 1.59 755,701 188,925 In addition, the Company will pay a royalty equal to 10% of net revenue (net profit) of all iodine related sales MiTelemed+ On October 8, 2021, the Company and NHL completed a Joint Venture Agreement (the “MiTelemed+ JV”) with EK-Tech Solutions Inc. (“EK-Tech”) to establish the joint venture company MiTelemed+ Inc., an Ontario province Canada corporation (“MiTelemed+”), to operate, support, and expand access and functionality of EK-Tech’s enhanced proprietary Telehealth platform. At closing, EK-Tech contributed all intellectual property, source code, and core data of the iTelemed platform, valued at CAD$ 1,500,000 185,000 The net profits and net losses of the JV will be split 50/50 between NHL and EK-Tech |
Segment Reporting
Segment Reporting | 6 Months Ended |
Feb. 28, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 17 – Segment Reporting ASC Topic 280, Segment Reporting two The following tables summarize the Company’s segment information for the three and six months ended February 28, 2022 and 2021: Schedule of Segment Reporting Information Three Months Ended February 28, Six Months Ended February 28, 2022 2021 2022 2021 Sales Healthcare services $ 1,873,577 $ 2,075,894 $ 4,053,200 $ 4,231,400 Product manufacturing and development 995,646 - 1,977,950 - Corporate - - - - $ 2,869,223 $ 2,075,894 $ 6,031,150 $ 4,231,400 Gross profit Healthcare services $ 760,424 $ 751,446 $ 1,560,066 $ 1,562,896 Product manufacturing and development 455,930 - 922,754 - Corporate - - - - $ 1,216,354 $ 751,446 $ 2,482,820 $ 1,562,896 Loss from operations Healthcare services $ (265,217 ) $ (319,686 ) $ (376,322 ) $ (354,583 ) Product manufacturing and development (504,145 ) - (845,690 ) - Corporate (1,351,314 ) (1,006,258 ) (2,262,323 ) (1,729,085 ) $ (2,120,676 ) $ (1,325,944 ) $ (3,484,335 ) $ (2,083,668 ) Depreciation and amortization Healthcare services $ 71,505 $ 22,328 $ 146,111 $ 43,938 Product manufacturing and development 334,450 - 586,526 - Corporate 367,600 357,171 735,200 693,485 $ 773,555 $ 379,499 $ 1,467,837 $ 737,423 Capital expenditures Healthcare services $ 72,139 $ 618 $ 176,981 $ 618 Product manufacturing and development - - 15,555 - Corporate - - - - $ 72,139 $ 618 $ 192,536 $ 618 Interest expenses Healthcare services $ 20,027 $ 22,948 $ 40,154 $ 46,889 Product manufacturing and development 923,843 - 972,446 - Corporate 282,312 - 282,312 - $ 1,226,182 $ 22,948 $ 1,294,912 $ 46,889 Net loss Healthcare services $ (282,717 ) $ (340,259 ) $ (411,524 ) $ (396,359 ) Product manufacturing and development (1,837,396 ) - (2,619,938 ) - Corporate (2,748,091 ) (1,000,332 ) (3,653,137 ) (1,717,335 ) $ (4,868,204 ) $ (1,340,591 ) $ (6,684,599 ) $ (2,113,694 ) As of As of February 28, August 31, 2022 2021 Total assets Healthcare services $ 6,448,799 $ 7,318,888 Product manufacturing and development 24,161,243 21,427,285 Corporate 39,709,988 33,212,108 $ 70,320,030 $ 61,958,281 Accounts receivable Healthcare services $ 763,682 $ 953,919 Product manufacturing and development 488,291 514,510 Corporate - - $ 1,251,973 $ 1,468,429 Intangible assets Healthcare services $ - $ - Product manufacturing and development 7,882,039 6,365,705 Corporate 25,335,563 26,070,763 $ 33,217,602 $ 32,436,468 Goodwill Healthcare services $ 555,949 $ 557,357 Product manufacturing and development 8,502,987 8,524,522 Corporate - - $ 9,058,936 $ 9,081,879 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Feb. 28, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 – Subsequent Events Share Exchange Agreement to Acquire 50.1 On March 1, 2022, the Company and NHL completed a Share Exchange Agreement (the “1285 SEA”) with 12858461 Canada Corp. (“1285”), a Canada federal corporation in the business of providing clinic-based physiotherapy and related ancillary services and products, and Prashant A. Jani, a Canadian citizen and sole shareholder of 1285 (the “1285 Shareholder”) to acquire 50.1 68,000 17,000 4.00 Asset Purchase Agreement with Poling Taddeo Hovius Physiotherapy Professional Corp., operating as Fairway Physiotherapy and Sports Injury Clinic On March 1, 2022, the Company and NHL completed an Asset Purchase Agreement (the “PTHPC APA”) with Poling Taddeo Hovius Physiotherapy Professional Corp. (“PTHPC”), operating a clinic-based physiotherapy, rehabilitative, and related ancillary services and products business known as Fairway Physiotherapy and Sports Injury Clinic (“FAIR”), and Jason Taddeo, a Canadian citizen and the sole shareholder of PTHPC (the “PTHPC Shareholder”), Under the terms and conditions of the PTHPC APA, PTHPC agreed to sell, assign and transfer to NHL, free and clear of all encumbrances, other than permitted encumbrances, and NHL agreed to purchase from PTHPC all of PTHPC’s right, title and interest in and to all of its assets related to FAIR and the FAIR Business, with the exception of certain limited exclusions, and the rights, privileges, claims and properties of any kind whatsoever that are related thereto, whether owned or leased, real or personal, tangible or intangible, of every kind and description and wheresoever situated. Under the terms and conditions of the PTHPC APA, the purchase price is $ 627,000 156,750 4.00 Membership Interest Purchase Agreement with Clinical Consultants International LLC On March 17, 2022, the Company entered into a Membership Interest Purchase Agreement (the “CCI Agreement”) by and among the Company, Clinical Consultants International LLC (“CCI”), each of the members of CCI (the “Members”), and Dr. Joseph Chalil as the representative of the Members. Pursuant to the terms of the CCI Agreement, the parties agreed to enter into a business combination transaction (the “CCI Acquisition”), pursuant to which, among other things, the Members will sell and assign to the Company all of their membership interests of CCI, in exchange for a total of 800,000 100% 800,000 Pursuant to the terms of the Agreement, the Company agreed to (i) name, at the Closing, Dr. Chalil as the Chief Medical Officer of the Company and the President of Novomerica Healthcare Group, Inc., which is a wholly owned subsidiary of the Company, (ii) enter into an employment agreement with Dr. Chalil, and (iii) name Dr. Chalil to the Company’s Board of Directors. The Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including by either party if the conditions to Closing of an opposing party have not been satisfied or waived by the applicable party on or prior to April 15, 2022. The CCI Acquisition closed on April 5, 2022. See “—Closing of CCI Acquisition” below. Restricted Stock Issuance for 2-year Independent Contractor Agreements On March 18, 2022, the Company issued 50,000 On March 18, 2022, the Company issued 25,000 Closing of CCI Acquisition On April 5, 2022, the CCI Acquisition closed. As a result, immediately after the Closing on April 5, 2022, the Company owned 100% 800,000 Appointment of Dr. Chalil as the Company’s Chief Medical Officer and President of Novomerica Healthcare Group, Inc. In connection with the closing of the CCI Acquisition and pursuant to the terms of the CCI Agreement, on April 5, 2022, the Company named Dr. Chalil as the Company’s Chief Medical Officer, and the President of Novomerica Healthcare Group, Inc., a wholly owned subsidiary of the Company formed for expansion of certain medically related business in the U.S. (“NHG”). Pursuant to the terms of the CCI Agreement, the Company expects to appoint Dr. Chalil as a member of the Company’s Board of Directors in the near future. Chalil Employment Agreement In connection with Dr. Chalil’s appointment as the Company’s Chief Medical Officer and NHG’s President, the Company entered into an executive agreement (the “Chalil Agreement”) with Dr. Chalil on April 5, 2022. Pursuant to the terms of the Chalil Agreement, the Company agreed to pay Dr. Chalil an annual base salary of $ 400,000 450,000 Dr. Chalil will also receive bonuses based on increases in the Company’s market cap valuation (“MCV”) from the date of the Chalil Agreement, with the following milestone bonus parameters: (a) For each and every $ 50 250,000 0.5 50 For the sake of clarity, Dr. Chalil will only be issued compensation based on $50 million MCV increments; there will be no compensation issued for anything above $50 million until the subsequent $50 million MCV milestone is achieved 1 (b) Upon the Company sustaining a MCV of $ 2 20 1% 1 (c) For each additional $ 1 3 10 1 1 The Company may also issue to Dr. Chalil equity awards as determined by the Board of Directors. The term of the Chalil Agreement ends on the earlier of (i) April 5, 2025, and (ii) the time of the termination of Dr. Chalil’s employment pursuant to the terms of the Chalil Agreement. The term of the Chalil Agreement will be automatically extended for one or more additional terms of one year each unless either party provided notice to the other party of their desire to not renew at least 30 days prior to expiration of the then-current term. The Company may terminate the Chalil Agreement at any time for Cause (as defined in the Chalil Agreement) or without Cause, and Dr. Chalil may terminate the Chalil Agreement at any time with or without Good Reason (as defined in the Chalil Agreement. If the Company terminates the Chalil Agreement without Cause or Dr. Chalil terminates the Chalil Agreement with Good Reason, (i) the Company will pay to Dr. Chalil any base salary, bonuses, and benefits then owed or accrued, and any unreimbursed expenses incurred by Dr. Chalil in each case through the termination date; (ii) the Company will pay to Dr. Chalil, in one lump sum, an amount equal to the greater of (1) the base salary that would have been paid to Dr. Chalil for the remainder of the then-current term, and (2) the total base salary that would have been paid to Dr. Chalil for a one year period based on the base salary as of the date of termination, and the Revenue Share Payment for the calendar year in which such termination occurs; and (iii) any equity grant already made to Dr. Chalil will, to the extent not already vested, be deemed automatically vested. Promissory Note Conversions On December 14, 2021, the Company issued to certain accredited institutional investors senior secured convertible notes, which notes are convertible into shares of the Company’s common stock, under certain conditions. Between March 1, 2022 and April 11, 2022 of this Quarterly Report on Form 10-Q, an aggregate of $ 305,000 889 152,948 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Feb. 28, 2022 | |
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 receivables, allowance for slow moving and obsolete inventory, 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, Acenzia, Novomerica Health Group, Novo Healthnet Rehab Limited, Novo Assessments Inc., PRO-DIP, LLC, a 91% 80% 70% 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 loss 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 condensed consolidated statements 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 February 28, 2022, and August 31, 2021, the allowance for uncollectible accounts receivable was $ 1,054,599 1,097,628 |
Inventory | Inventory Inventories are valued at the lower of cost (determined by the first in, first out method) and net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. Inventory is segregated into three areas: raw materials, work-in-process and finished goods. The Company periodically assessed its inventory for slow moving and/or obsolete items and any change in the allowance is recorded in cost of revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired. As of February 28, 2022 and August 31, 2021, the Company’s allowance for slow moving or obsolete inventory was $ 1,064,025 1,066,721 |
Other Receivables | Other Receivables Other receivables are recorded at cost and presented as current or long-term based on the terms of the agreements. Management reviews the collectability of other receivables and writes off the portion that is deemed to be uncollectible. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less depreciation and impairment. 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: Schedule of Estimated Useful Lives of Assets Building 30 years Leasehold improvements 5 years Clinical equipment 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years |
Leases | Leases The Company applies the provisions of ASC Topic 842, Leases |
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 are being amortized over their estimated useful lives as follows: Schedule of Intangible Assets Amortized Estimated Useful Lives Land use rights 50 years Software license 7 years Intellectual property 7 years Customer relationships 5 years Brand names 7 years Workforce 5 years 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 February 28, 2022, 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 12 months |
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, Action Plus Physiotherapy Rockland during the fiscal year ended August 31, 2019 and Acenzia, Inc. during fiscal year ended August 31, 2021. Based on its review at February 28, 2022, the Company believes there was no impairment of its goodwill. As of August 31, 2021, the Company performed the required impairment reviews and determined that an impairment charge of $ 99,593 |
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 For certain financial instruments, the carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, current portion of other receivables, and current liabilities, including accounts payable, current portion of notes payable, due to related parties, current portion of convertible notes payable and current portion of finance lease liability, each qualify as a financial instrument, and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates their fair values due to current market rate on such debt. As of February 28, 2022 and August 31, 2021, respectively, the Company did not identify any financial assets and liabilities required to be presented on the balance sheet at fair value. |
Revenue Recognition | Revenue Recognition The Company’s revenue recognition reflects the updated accounting policies as per the requirements of ASU No. 2014-09, Revenue from Contracts with Customers Revenue from providing healthcare and healthcare related services and product sales are recognized under Topic 606 ● 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 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. ● Product sales – revenue is recorded at the point of time of delivery Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Unearned revenue is included with accrued expenses in the accompanying condensed consolidated balance sheets. Sales returns and allowances were insignificant for the periods ended February 28, 2022 and 2021. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. |
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 10,624,849 1,849,600 8,893,035 |
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 $ 1,002,282 991,077 |
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 condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheets. |
Segment Reporting | Segment Reporting ASC Topic 280, Segment Reporting |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 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. In August 2020, the FASB issued guidance that simplifies the accounting for debt with conversion options, revises the criteria for applying the derivative scope exception for contracts in an entity’s own equity, and improves the consistency for the calculation of earnings per share. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2021. In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The optional guidance, which became effective on March 12, 2020 and can be applied through December 21, 2022, has not impacted our condensed consolidated financial statements. The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2022. 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) | 6 Months Ended |
Feb. 28, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Foreign Currency Translation, Exchange Rate Used | Schedule of Foreign Currency Translation, Exchange Rate Used February 28, 2022 February 28, 2021 August 31, 2021 Period end: CAD to USD exchange rate $ 0.7897 $ 0.7851 $ 0.7917 Average period: CAD to USD exchange rate $ 0.7911 $ 0.7720 $ 0.7885 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Schedule of Estimated Useful Lives of Assets Building 30 years Leasehold improvements 5 years Clinical equipment 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years |
Schedule of Intangible Assets Amortized Estimated Useful Lives | The Company’s intangible assets are being amortized over their estimated useful lives as follows: Schedule of Intangible Assets Amortized Estimated Useful Lives Land use rights 50 years Software license 7 years Intellectual property 7 years Customer relationships 5 years Brand names 7 years Workforce 5 years |
Accounts Receivables, net (Tabl
Accounts Receivables, net (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivables, Net | Accounts receivables, net at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Accounts Receivables, Net February 28, August 31, 2022 2021 Trade receivables $ 2,171,751 $ 2,411,499 Amounts earned but not billed 134,821 154,558 Accounts receivable gross 2,306,572 2,566,057 Allowance for doubtful accounts (1,054,599 ) (1,097,628 ) Accounts receivable, net $ 1,251,973 $ 1,468,429 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Inventory February 28, August 31, 2022 2021 Raw materials $ 991,497 $ 1,017,566 Work in process 144,262 144,628 Finished Goods 262,680 243,912 Inventory Gross 1,398,439 1,406,106 Allowance for slow moving and obsolete inventory (1,064,025 ) (1,066,721 ) Inventory, net $ 334,414 $ 339,385 |
Other Receivables (Tables)
Other Receivables (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Receivables [Abstract] | |
Schedule of Other Receivables | Other receivables at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Other Receivables February 28, August 31, 2022 2021 $ 296,138 $ 296,888 Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrued interest at 8% March 1, 2019 $ 296,138 $ 296,888 Advance to corporation; accrues interest at 12% January 31, 2023 78,970 79,170 Advance to corporation; accrues interest at 10% May 1, 2023 225,924 225,924 Advance to corporation; accrues interest at 12% August 1, 2022 507,777 509,063 Advance to corporation; accrues interest at 10% September 1, 2022 394,850 395,850 Total other receivables 1,503,659 1,506,895 Current portion (981,597 ) (814,157 ) Long-term portion $ 522,062 $ 692,738 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Property and Equipment February 28, August 31, 2022 2021 Land $ 473,821 $ 475,020 Building 3,553,651 3,562,650 Leasehold improvements 853,666 691,318 Clinical equipment 1,960,449 1,875,537 Computer equipment 25,935 24,679 Office equipment 49,787 46,510 Furniture and fixtures 40,915 41,019 Property and equipment gross 6,958,224 6,716,733 Accumulated depreciation (800,603 ) (646,442 ) Total $ 6,157,621 $ 6,070,291 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Intangible Assets February 28, August 31, 2022 2021 Land use rights $ 21,600,000 $ 21,600,000 Software license 1,144,798 1,144,798 Intellectual property 11,487,882 9,388,065 Customer relationships 785,316 787,304 Brand names 2,060,722 2,065,941 Assembled workforce 419,940 421,003 37,498,658 35,407,111 Accumulated amortization (4,281,056 ) (2,970,643 ) Total $ 33,217,602 $ 32,436,468 |
Schedule of Expected Amortization Expense of Intangible Assets | Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Schedule of Expected Amortization Expense of Intangible Assets Twelve Months Ending February 28, 2023 $ 2,772,108 2024 2,772,108 2025 2,772,108 2026 2,772,108 2027 2,378,089 Thereafter 19,751,081 Total $ 33,217,602 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Accrued Expenses February 28, August 31, 2022 2021 Accrued liabilities $ 957,772 $ 811,660 Accrued payroll 202,868 279,018 Unearned revenue 38,634 38,631 Accrued expenses $ 1,199,274 $ 1,129,309 |
Government Loans and Notes Pa_2
Government Loans and Notes Payable (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Government Loans And Notes Payable | |
Schedule of Governmental Loans and Note Payable | Notes payable at February 28, 2022 and August 31, 2021 consisted of the following: Schedule of Governmental Loans and Note Payable February 28, August 31, 2022 2021 Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program (A). 110,558 63,336 Note payable to the Small Business Administration (“SBA”). The note bears interest at 3.75 monthly 190 40,320 40,320 Note payable dated December 3, 2019; accrues interest at 3 June 30, 2022 5,252,749 5,069,858 Note payable dated December 3, 2018; accrues interest at 4.53 annual 4,000 30,662 30,739 Note payable dated June 24, 2021; accrues interest at 9 950,000 June 24, 2022 - 4,415,000 Total government loans and notes payable 5,434,289 9,619,253 Less current portion (5,260,047 ) (4,485,649 ) Long-term portion $ 174,242 $ 5,133,604 (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 63,176 December 31, 2023 If the loan amount is paid on or before December 31, 2023, 25 75 60,000 47,382 |
Schedule of Future Maturities Outstanding of Governmental Loans and Note Payable | Future scheduled maturities of outstanding government loans and notes payable are as follows: Schedule of Future Maturities Outstanding of Governmental Loans and Note Payable Twelve Months Ending February 28, 2023 $ 5,260,047 2024 115,455 2025 5,338 2026 5,785 2027 6,238 Thereafter 41,426 Total $ 5,434,289 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Leases | |
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 February 28, 2022 and August 31, 2021: Schedule of Lease Related Assets and Liabilities February 28, August 31, 2022 2021 Classification on Balance Sheet Assets Operating lease assets Operating lease right of use assets $ 2,348,391 $ 2,543,396 Total lease assets $ 2,348,391 $ 2,543,396 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 533,535 $ 530,797 Noncurrent liabilities Operating lease liability Long-term operating lease liability 1,866,858 2,057,805 Total lease liability $ 2,400,393 $ 2,588,602 |
Schedule of Lease Obligations | Future minimum operating lease payments are as follows: Schedule of Lease Obligations Twelve Months Ending February 28, 2022 $ 706,646 2023 546,138 2024 429,308 2025 371,390 2026 383,475 Thereafter 558,151 Total payments 2,995,108 Amount representing interest (594,715 ) Lease obligation, net 2,400,393 Less lease obligation, current portion (533,535 ) Lease obligation, long-term portion $ 1,866,858 |
Schedule of Finance Leases | The net book value of equipment under finance leases included in property and equipment on the accompanying condensed consolidated balance sheets at February 28, 2022 and August 31, 2021 is as follows: Schedule of Finance Leases February 28, August 31, 2022 2021 Cost $ 209,457 $ 209,457 Accumulated amortization (164,419 ) (136,491 ) Net book value $ 45,038 $ 72,966 |
Schedule of Future Minimum Lease Payments | Future minimum finance lease payments are as follows: Schedule of Future Minimum Lease Payments Twelve Months Ending February 28, 2023 $ 18,328 2024 9,694 2025 808 Total payments 28,830 Amount representing interest (443 ) Lease obligation, net 28,387 Less lease obligation, current portion (17,533 ) Lease obligation, long-term portion $ 10,854 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | The following is a summary of stock options activity: Schedule of Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2021 1,849,600 2.29 3.14 $ 218,240 Granted 329,985 1.41 Forfeited - Exercised - Outstanding, February 28, 2022 2,179,585 2.16 2.99 $ 16,919 Exercisable, February 28, 2022 1,897,600 $ 2.28 2.69 $ - |
Schedule of Options Outstanding | The exercise price for stock options outstanding at February 28, 2022: Schedule of Options Outstanding Outstanding Exercisable Number of Exercise Number of Exercise Options Price Options Price 281,985 $ 1.33 - $ 1.33 997,000 1.60 997,000 1.60 48,000 1.87 48,000 1.87 775,000 3.00 775,000 3.00 72,600 3.80 72,600 3.80 5,000 5.00 5,000 5.00 2,179,585 1,897,600 |
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 six months ended February 28, 2022 and 2021: Schedule of Fair Value of Options Granted by Using Valuation Assumptions 2022 2021 Risk-free interest rate 0.93 1.89 % 0.42 % Expected life of the options 2.5 2.5 Expected volatility 281 % 268 % Expected dividend yield 0 % 0 % |
Schedule of Warrant Activity | The following is a summary of warrant activity: Schedule of Warrant Activity Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2021 2,388,050 3.35 5.12 $ - Granted 6,057,214 2.05 Forfeited - Exercised - Outstanding, February 28, 2022 8,445,264 2.42 4.00 $ - Exercisable, February 28, 2022 8,445,264 $ 2.42 4.00 $ - |
Schedule of Warrants Outstanding | The exercise price for warrants outstanding at February 28, 2022: Schedule of Warrants Outstanding Outstanding and Exercisable Number of Exercise Warrants Price 5,833,334 $ 2.00 2,611,930 3.35 8,445,264 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Purchase Price Allocation at Fair Value | Summary of Purchase Price Allocation at Fair Value Cash and cash equivalents $ 29,291 Inventory 42,273 Prepaid expenses and other current assets 398 Property and equipment 66,759 Intangible assets 1,179,361 Accounts payable and accrued expenses (189,080 ) CEBA loan (47,766 ) Minority interest (97,311 ) Purchase price $ 983,925 |
Summary of Purchase Price | The purchase price was paid as follows: Summary of Purchase Price Cash $ - Common stock to be issued 983,925 $ 983,925 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables summarize the Company’s segment information for the three and six months ended February 28, 2022 and 2021: Schedule of Segment Reporting Information Three Months Ended February 28, Six Months Ended February 28, 2022 2021 2022 2021 Sales Healthcare services $ 1,873,577 $ 2,075,894 $ 4,053,200 $ 4,231,400 Product manufacturing and development 995,646 - 1,977,950 - Corporate - - - - $ 2,869,223 $ 2,075,894 $ 6,031,150 $ 4,231,400 Gross profit Healthcare services $ 760,424 $ 751,446 $ 1,560,066 $ 1,562,896 Product manufacturing and development 455,930 - 922,754 - Corporate - - - - $ 1,216,354 $ 751,446 $ 2,482,820 $ 1,562,896 Loss from operations Healthcare services $ (265,217 ) $ (319,686 ) $ (376,322 ) $ (354,583 ) Product manufacturing and development (504,145 ) - (845,690 ) - Corporate (1,351,314 ) (1,006,258 ) (2,262,323 ) (1,729,085 ) $ (2,120,676 ) $ (1,325,944 ) $ (3,484,335 ) $ (2,083,668 ) Depreciation and amortization Healthcare services $ 71,505 $ 22,328 $ 146,111 $ 43,938 Product manufacturing and development 334,450 - 586,526 - Corporate 367,600 357,171 735,200 693,485 $ 773,555 $ 379,499 $ 1,467,837 $ 737,423 Capital expenditures Healthcare services $ 72,139 $ 618 $ 176,981 $ 618 Product manufacturing and development - - 15,555 - Corporate - - - - $ 72,139 $ 618 $ 192,536 $ 618 Interest expenses Healthcare services $ 20,027 $ 22,948 $ 40,154 $ 46,889 Product manufacturing and development 923,843 - 972,446 - Corporate 282,312 - 282,312 - $ 1,226,182 $ 22,948 $ 1,294,912 $ 46,889 Net loss Healthcare services $ (282,717 ) $ (340,259 ) $ (411,524 ) $ (396,359 ) Product manufacturing and development (1,837,396 ) - (2,619,938 ) - Corporate (2,748,091 ) (1,000,332 ) (3,653,137 ) (1,717,335 ) $ (4,868,204 ) $ (1,340,591 ) $ (6,684,599 ) $ (2,113,694 ) As of As of February 28, August 31, 2022 2021 Total assets Healthcare services $ 6,448,799 $ 7,318,888 Product manufacturing and development 24,161,243 21,427,285 Corporate 39,709,988 33,212,108 $ 70,320,030 $ 61,958,281 Accounts receivable Healthcare services $ 763,682 $ 953,919 Product manufacturing and development 488,291 514,510 Corporate - - $ 1,251,973 $ 1,468,429 Intangible assets Healthcare services $ - $ - Product manufacturing and development 7,882,039 6,365,705 Corporate 25,335,563 26,070,763 $ 33,217,602 $ 32,436,468 Goodwill Healthcare services $ 555,949 $ 557,357 Product manufacturing and development 8,502,987 8,524,522 Corporate - - $ 9,058,936 $ 9,081,879 |
Schedule of Foreign Currency Tr
Schedule of Foreign Currency Translation, Exchange Rate Used (Details) | Feb. 28, 2022 | Aug. 31, 2021 | Feb. 28, 2021 |
Period End [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Foreign currency exchange rate | 0.7897 | 0.7917 | 0.7851 |
Average Period [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Foreign currency exchange rate | 0.7911 | 0.7885 | 0.7720 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details Narrative) - USD ($) | Feb. 01, 2021 | May 09, 2017 | Apr. 25, 2017 | Feb. 28, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Reverse stock split | 1-for-10 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 | ||
Parent Company [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock issued in connection with reverse merger transaction | $ 6,904 | |||
Share Exchange Agreement [Member] | NHL [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of restricted shares of common stock, shares | 16,779,741 | |||
Percentage of common stock issued and outstanding | 85.00% |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Assets (Details) | 6 Months Ended |
Feb. 28, 2022 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 30 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 5 years |
Clinical Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 3 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 5 years |
Schedule of Intangible Assets A
Schedule of Intangible Assets Amortized Estimated Useful Lives (Details) | 6 Months Ended |
Feb. 28, 2022 | |
Land Use Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated lives | 50 years |
Software License [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated lives | 7 years |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated lives | 7 years |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated lives | 5 years |
Brand Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated lives | 7 years |
Assembled Workforce [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated lives | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Aug. 31, 2021 | |
Allowance for uncollectible accounts receivable | $ 1,054,599 | $ 1,097,628 | |
Inventory | $ 1,064,025 | 1,066,721 | |
Contract lease term | 12 months | ||
Impairment charges on goodwill | $ 99,593 | ||
Debt Conversion, Converted Instrument, Shares Issued | 8,893,035 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ 1,002,282 | $ 991,077 | |
Share-based Payment Arrangement, Option [Member] | |||
Potentially dilutive common stock options and warrants outstanding, shares | 10,624,849 | 1,849,600 | |
Terrengenx [Member] | |||
Equity method investment, ownership percentage | 91.00% | ||
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% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 28, 2022 | Dec. 14, 2021 | Nov. 17, 2021 | Aug. 31, 2021 |
Short-term Debt [Line Items] | ||||
Due to related parties | $ 473,367 | $ 478,920 | ||
Debt instrument, interest rate, percentage | 5.00% | 1.00% | ||
Non-Interest Bearing [Member] | ||||
Short-term Debt [Line Items] | ||||
Due to related parties | 401,681 | 407,052 | ||
6% Interest Rate [Member] | ||||
Short-term Debt [Line Items] | ||||
Due to related parties | $ 22,725 | $ 22,783 | ||
Debt instrument, interest rate, percentage | 6.00% | 6.00% | ||
13.75% Interest Rate [Member] | ||||
Short-term Debt [Line Items] | ||||
Due to related parties | $ 48,961 | $ 49,085 | ||
Debt instrument, interest rate, percentage | 13.75% | 13.75% |
Schedule of Accounts Receivable
Schedule of Accounts Receivables, Net (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Receivables [Abstract] | ||
Trade receivables | $ 2,171,751 | $ 2,411,499 |
Amounts earned but not billed | 134,821 | 154,558 |
Accounts receivable gross | 2,306,572 | 2,566,057 |
Allowance for doubtful accounts | (1,054,599) | (1,097,628) |
Accounts receivable, net | $ 1,251,973 | $ 1,468,429 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 991,497 | $ 1,017,566 |
Work in process | 144,262 | 144,628 |
Finished Goods | 262,680 | 243,912 |
Inventory Gross | 1,398,439 | 1,406,106 |
Allowance for slow moving and obsolete inventory | (1,064,025) | (1,066,721) |
Inventory, net | $ 334,414 | $ 339,385 |
Schedule of Other Receivables (
Schedule of Other Receivables (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total other receivables | $ 1,503,659 | $ 1,506,895 |
Current portion | (981,597) | (814,157) |
Long-term portion | 522,062 | 692,738 |
Notes Receivable Dated April 1, 2015 and May 23, 2017 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total other receivables | 296,138 | 296,888 |
Advance to Corporation One [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total other receivables | 78,970 | 79,170 |
Advance to Corporation Two [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total other receivables | 225,924 | 225,924 |
Advance To Corporation Three [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total other receivables | 507,777 | 509,063 |
Advance to Corporation Four [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total other receivables | $ 394,850 | $ 395,850 |
Schedule of Other Receivables_2
Schedule of Other Receivables (Details) (Parenthetical) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Aug. 31, 2021 | |
Notes Receivable Dated April 1, 2015 and May 23, 2017 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
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] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of interest accrued per annum | 12.00% | 12.00% |
Notes receivable due date | Jan. 31, 2023 | Jan. 31, 2023 |
Advance to Corporation Two [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of interest accrued per annum | 10.00% | 10.00% |
Notes receivable due date | May 1, 2023 | May 1, 2023 |
Advance To Corporation Three [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of interest accrued per annum | 12.00% | 12.00% |
Notes receivable due date | Aug. 1, 2022 | Aug. 1, 2022 |
Advance to Corporation Four [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of interest accrued per annum | 10.00% | 10.00% |
Notes receivable due date | Sep. 1, 2022 | Sep. 1, 2022 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 6,958,224 | $ 6,716,733 |
Accumulated depreciation | (800,603) | (646,442) |
Total | 6,157,621 | 6,070,291 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 473,821 | 475,020 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 3,553,651 | 3,562,650 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 853,666 | 691,318 |
Clinical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,960,449 | 1,875,537 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 25,935 | 24,679 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 49,787 | 46,510 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 40,915 | $ 41,019 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 156,067 | $ 43,938 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 37,498,658 | $ 35,407,111 |
Accumulated amortization | (4,281,056) | (2,970,643) |
Total | 33,217,602 | 32,436,468 |
Land Use Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 21,600,000 | 21,600,000 |
Software License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,144,798 | 1,144,798 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 11,487,882 | 9,388,065 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 785,316 | 787,304 |
Brand Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,060,722 | 2,065,941 |
Assembled Workforce [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 419,940 | $ 421,003 |
Schedule of Expected Amortizati
Schedule of Expected Amortization Expense of Intangible Assets (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 2,772,108 | |
2024 | 2,772,108 | |
2025 | 2,772,108 | |
2026 | 2,772,108 | |
2027 | 2,378,089 | |
Thereafter | 19,751,081 | |
Total | $ 33,217,602 | $ 32,436,468 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 1,311,770 | $ 693,485 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued liabilities | $ 957,772 | $ 811,660 |
Accrued payroll | 202,868 | 279,018 |
Unearned revenue | 38,634 | 38,631 |
Accrued expenses | $ 1,199,274 | $ 1,129,309 |
Schedule of Governmental Loans
Schedule of Governmental Loans and Note Payable (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 | |
Short-term Debt [Line Items] | |||
Total government loans and notes payable | $ 5,434,289 | $ 9,619,253 | |
Less current portion | (5,260,047) | (4,485,649) | |
Long-term portion | 174,242 | 5,133,604 | |
Notes Payable One [Member] | |||
Short-term Debt [Line Items] | |||
Total government loans and notes payable | [1] | 110,558 | 63,336 |
Notes Payable Two [Member] | |||
Short-term Debt [Line Items] | |||
Total government loans and notes payable | 40,320 | 40,320 | |
Notes Payable Three [Member] | |||
Short-term Debt [Line Items] | |||
Total government loans and notes payable | 5,252,749 | 5,069,858 | |
Notes Payable Four [Member] | |||
Short-term Debt [Line Items] | |||
Total government loans and notes payable | 30,662 | 30,739 | |
Notes Payable Five [Member] | |||
Short-term Debt [Line Items] | |||
Total government loans and notes payable | $ 4,415,000 | ||
[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 63,176 December 31, 2023 If the loan amount is paid on or before December 31, 2023, 25 75 60,000 47,382 |
Schedule of Governmental Loan_2
Schedule of Governmental Loans and Note Payable (Details) (Parenthetical) | Dec. 14, 2021 | Nov. 17, 2021 | Feb. 28, 2022USD ($) | Aug. 31, 2021USD ($) | Feb. 28, 2022CAD ($) |
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Jun. 14, 2023 | May 17, 2022 | |||
Interest rate during period not repay | 75.00% | ||||
Notes Payable Two [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 3.75% | 3.75% | |||
Frequency of periodic payment | monthly | monthly | |||
Periodic payment | $ 190 | $ 190 | |||
Notes Payable Three [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 3.00% | 3.00% | |||
Debt Instrument, Maturity Date | Jun. 30, 2022 | ||||
Notes Payable Four [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 4.53% | 4.53% | |||
Frequency of periodic payment | annual | annual | |||
Periodic payment | $ 4,000 | $ 4,000 | |||
Notes Payable Five [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 9.00% | 9.00% | |||
Debt Instrument, Maturity Date | Jun. 24, 2022 | Jun. 24, 2022 | |||
Periodic payment principal | $ 950,000 | $ 950,000 | |||
Canada Emergency Business Account Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 25.00% | ||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | ||||
Notes Payable | $ 63,176 | $ 80,000 | |||
Debt Instrument, Description | If the loan amount is paid on or before December 31, 2023, 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, 2023, the Early Payment Credit will not apply | ||||
Canada Emergency Business Account Loan [Member] | Terragenx [Member] | |||||
Short-term Debt [Line Items] | |||||
Notes Payable | $ 47,382 | $ 60,000 |
Schedule of Future Maturities O
Schedule of Future Maturities Outstanding of Governmental Loans and Note Payable (Details) | Feb. 28, 2022USD ($) |
Government Loans And Notes Payable | |
2023 | $ 5,260,047 |
2024 | 115,455 |
2025 | 5,338 |
2026 | 5,785 |
2027 | 6,238 |
Thereafter | 41,426 |
Total | $ 5,434,289 |
Government Loans and Notes Pa_3
Government Loans and Notes Payable (Details Narrative) | 6 Months Ended |
Feb. 28, 2022USD ($) | |
Short-term Debt [Line Items] | |
Interest rate during period not repay | 75.00% |
Canada Emergency Wage Subsidy [Member] | General and Administrative Expense [Member] | |
Short-term Debt [Line Items] | |
Government subsidies | $ 101,800 |
CEWS [Member] | |
Short-term Debt [Line Items] | |
Interest rate during period not repay | 75.00% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Dec. 14, 2021USD ($)$ / sharesshares | Nov. 17, 2021USD ($)$ / sharesshares | Feb. 28, 2022USD ($) | Feb. 28, 2021USD ($) | Feb. 28, 2022USD ($) | Feb. 28, 2021USD ($) | Nov. 30, 2021USD ($) |
Convertible Notes Payable | $ 1,579,176 | $ 11,409,200 | $ 11,409,200 | ||||
Interest Rate, Stated Percentage | 5.00% | 1.00% | |||||
Debt Instrument, Maturity Date | Jun. 14, 2023 | May 17, 2022 | |||||
Share Price | $ / shares | $ 2 | $ 3.35 | |||||
Convertible notes payable, note holders issued warrants to purchase total, shares | shares | 5,833,334 | 223,880 | |||||
Common stock per shares | $ / shares | $ 2 | $ 3.35 | |||||
Redemption of warrants description | The warrants expire on November 17, 2024. The Company first determined the value of the convertible notes payable and the fair value of the detachable warrants issued in connection with this transaction. The estimated value of the warrants of $351,240 and was determined using the Black-Scholes option pricing model with the following assumptions | The warrants expire on December 14, 2025. The Company first determined the value of the convertible notes payable and the fair value of the detachable warrants issued in connection with this transaction. The estimated value of the warrants of $7,680,156 and was determined using the Black-Scholes option pricing model with the following assumptions | |||||
Number Of Estimated Value Warrants Or Rights | $ 7,680,156 | $ 351,240 | |||||
Warrants and rights outstanding, term | 4 years | 4 years | |||||
Risk free interest rate | 0 | 0 | |||||
Risk free interest rate | 1.23% | ||||||
Convertible notes payable face amount | 1,875,000 | $ 16,666,666 | $ 16,666,666 | ||||
Discount on convertable note and additional paid in capital | 295,824 | 5,257,466 | 5,257,466 | ||||
Original issue discount | 375,000 | 1,666,666 | 1,666,666 | ||||
Debt Instrument, Fee Amount | $ 90,000 | 1,140,000 | 1,140,000 | ||||
Amortization of debt discount (premium) | 1,463,022 | 1,520,862 | |||||
Debt instrument debt discount | 1,120,428 | 1,120,428 | $ 400,434 | ||||
Debt instrument unamortization debt discount | 6,943,704 | 6,943,704 | $ 302,550 | ||||
Measurement Input, Expected Term [Member] | |||||||
Warrants and rights outstanding, term | 3 years | ||||||
Measurement Input, Price Volatility [Member] | |||||||
Risk free interest rate | 3 | ||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||
Risk free interest rate | 0 | ||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||
Risk free interest rate | 0.0085 | ||||||
Convertible Notes [Member] | |||||||
Amortization of debt discount (premium) | $ 760,824 | 8,064,132 | |||||
Warrant [Member] | |||||||
Convertible Notes Payable | 295,824 | $ 5,257,466 | $ 5,257,466 | ||||
Minimum [Member] | |||||||
Risk free interest rate | 2.75 | 2.75 | |||||
Novo Integrated [Member] | |||||||
Convertible Notes Payable | $ 16,666,666 | ||||||
Terragenx, Inc [Member] | |||||||
Convertible Notes Payable | $ 1,875,000 | ||||||
Ownership Percentage | 91.00% |
Debentures, Related Parties (De
Debentures, Related Parties (Details Narrative) | Dec. 14, 2021 | Nov. 17, 2021 | Nov. 02, 2021 | Jul. 21, 2020USD ($) | Jan. 31, 2018USD ($)$ / sharesshares | Dec. 02, 2017 | Sep. 30, 2013USD ($) | Feb. 28, 2022USD ($)shares | Aug. 31, 2021USD ($) | Sep. 30, 2013CAD ($) |
Short-term Debt [Line Items] | ||||||||||
Debentures, outstanding | $ 979,724 | $ 982,205 | ||||||||
Debt interest rate | 5.00% | 1.00% | ||||||||
Debt due date | Jun. 14, 2023 | May 17, 2022 | ||||||||
Debt converted, shares issued | shares | 8,893,035 | |||||||||
Repayment of related party debt | $ 267,768 | |||||||||
Five Debentures [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debentures, outstanding | $ 6,225,163 | $ 402,512 | ||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||
Debt due date | Dec. 1, 2023 | Sep. 30, 2019 | Sep. 30, 2016 | |||||||
Debentures [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debentures, outstanding | $ 3,894,809 | |||||||||
Percentage of debt converted | 75.00% | |||||||||
Accrued interest | $ 414,965 | |||||||||
Debt converted, shares issued | shares | 1,047,588 | |||||||||
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 | |||||||||
Debt conversion price | $ / shares | $ 4.11 |
Schedule of Lease Related Asset
Schedule of Lease Related Assets and Liabilities (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Leases | ||
Operating lease assets | $ 2,348,391 | $ 2,543,396 |
Total lease assets | 2,348,391 | 2,543,396 |
Current liabilities- Operating lease liability | 533,535 | 530,797 |
Noncurrent liabilities - Operating lease liability | 1,866,858 | 2,057,805 |
Total lease liability | $ 2,400,393 | $ 2,588,602 |
Schedule of Lease Obligations (
Schedule of Lease Obligations (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Leases | ||
2022 | $ 706,646 | |
2023 | 546,138 | |
2024 | 429,308 | |
2025 | 371,390 | |
2026 | 383,475 | |
Thereafter | 558,151 | |
Total payments | 2,995,108 | |
Amount representing interest | (594,715) | |
Lease obligation, net | 2,400,393 | $ 2,588,602 |
Less lease obligation, current portion | (533,535) | (530,797) |
Lease obligation, long-term portion | $ 1,866,858 | $ 2,057,805 |
Schedule of Finance Leases (Det
Schedule of Finance Leases (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Leases | ||
Cost | $ 209,457 | $ 209,457 |
Accumulated amortization | (164,419) | (136,491) |
Net book value | $ 45,038 | $ 72,966 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Leases | ||
2023 | $ 18,328 | |
2024 | 9,694 | |
2025 | 808 | |
Total payments | 28,830 | |
Amount representing interest | (443) | |
Lease obligation, net | 28,387 | |
Less lease obligation, current portion | (17,533) | $ (23,184) |
Lease obligation, long-term portion | $ 10,854 | $ 16,217 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Lease obligation | $ 289,626 | $ 306,717 |
Lease expense | 392,160 | 415,643 |
Cash paid under operating leases | $ 381,533 | $ 410,175 |
Weighted average remaning lease term | 5 years 8 months 15 days | |
Weighted average discount rate | 8.00% | |
Lease payments implicit borrowing rate | 5.00% | |
New Lease [Member] | ||
Lease obligation | $ 101,348 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Aug. 31, 2021 | |
Equity [Abstract] | ||
Options/Warrants outstanding, beginning balance | 1,849,600 | |
Weighted average exercise price, outstanding, beginning balance | $ 2.29 | |
Weighted average remaining contractual life, outstanding, ending balance | 2 years 11 months 26 days | 3 years 1 month 20 days |
Aggregate intrinsic value, outstanding, ending balance | $ 218,240 | |
Options/Warrants outstanding, granted | 329,985 | |
Weighted average exercise price, granted | $ 1.41 | |
Options/Warrants outstanding, forfeited | ||
Options/Warrants outstanding, exercised | ||
Options/Warrants outstanding, ending balance | 2,179,585 | 1,849,600 |
Weighted average exercise price, outstanding, ending balance | $ 2.16 | $ 2.29 |
Aggregate intrinsic value, outstanding, ending balance | $ 16,919 | $ 218,240 |
Options/Warrants outstanding, exercisable | 1,897,600 | |
Weighted average exercise price, exercisable | $ 2.28 | |
Weighted average remaining contractual life, exercisable | 2 years 8 months 8 days | |
Aggregate intrinsic value, outstanding, ending balance |
Schedule of Options Outstanding
Schedule of Options Outstanding (Details) - $ / shares | Feb. 28, 2022 | Aug. 31, 2021 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options/warrants, outstanding | 2,179,585 | 1,849,600 |
Number of options/warrants, exercisable | 1,897,600 | |
Exercise Price Range One [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options/warrants, outstanding | 281,985 | |
Number of options/warrants, outstanding, exercise price | $ 1.33 | |
Number of options/warrants, exercisable | ||
Number of options/warrants, exercisable, exercise price | $ 1.33 | |
Exercise Price Range Two [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options/warrants, outstanding | 997,000 | |
Number of options/warrants, outstanding, exercise price | $ 1.60 | |
Number of options/warrants, exercisable | 997,000 | |
Number of options/warrants, exercisable, exercise price | $ 1.60 | |
Exercise Price Range Three [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options/warrants, outstanding | 48,000 | |
Number of options/warrants, outstanding, exercise price | $ 1.87 | |
Number of options/warrants, exercisable | 48,000 | |
Number of options/warrants, exercisable, exercise price | $ 1.87 | |
Exercise Price Range Four [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options/warrants, outstanding | 775,000 | |
Number of options/warrants, outstanding, exercise price | $ 3 | |
Number of options/warrants, exercisable | 775,000 | |
Number of options/warrants, exercisable, exercise price | $ 3 | |
Exercise Price Range Five [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options/warrants, outstanding | 72,600 | |
Number of options/warrants, outstanding, exercise price | $ 3.80 | |
Number of options/warrants, exercisable | 72,600 | |
Number of options/warrants, exercisable, exercise price | $ 3.80 | |
Exercise Price Range Six [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options/warrants, outstanding | 5,000 | |
Number of options/warrants, outstanding, exercise price | $ 5 | |
Number of options/warrants, exercisable | 5,000 | |
Number of options/warrants, exercisable, exercise price | $ 5 |
Schedule of Fair Value of Optio
Schedule of Fair Value of Options Granted by Using Valuation Assumptions (Details) | 6 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Risk-free interest rate | 0.42% | |
Expected life of the options | 2 years 6 months | 2 years 6 months |
Expected volatility | 281.00% | 268.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 0.93% | |
Maximum [Member] | ||
Risk-free interest rate | 1.89% |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | 6 Months Ended |
Feb. 28, 2022USD ($)$ / sharesshares | |
Equity [Abstract] | |
Warrants outstanding, beginning balance | 2,388,050 |
Weighted average exercise price, outstanding, beginning balance | $ / shares | $ 3.35 |
Weighted average remaining contractual life, outstanding, beginning balance | 5 years 1 month 13 days |
Aggregate intrinsic value, outstanding, beginning balance | $ | |
Warrants outstanding, granted | 6,057,214 |
Weighted average exercise price, granted | $ / shares | $ 2.05 |
Warrants outstanding, forfeited | |
Warrants outstanding, exercised | |
Warrants outstanding, ending balance | 8,445,264 |
Weighted average exercise price, outstanding, ending balance | $ / shares | $ 2.42 |
Weighted average remaining contractual life, outstanding, ending balance | 4 years |
Aggregate intrinsic value, outstanding, ending balance | $ | |
Warrants outstanding, exercisable | 8,445,264 |
Weighted average exercise price, exercisable | $ / shares | $ 2.42 |
Weighted average remaining contractual life, exercisable | 4 years |
Aggregate intrinsic value, exercisable | $ |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) - Exercise Price Range [Member] | Feb. 28, 2022$ / sharesshares |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options/Warrants, Outstanding | 5,833,334 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 2 |
Number of Options/Warrants, Outstanding | 2,611,930 |
Number of Options/Warrants, Outstanding, Exercise Price | $ / shares | $ 3.35 |
Number of Options/Warrants, Exercisable | 8,445,264 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Feb. 28, 2022 | Dec. 20, 2021 | Feb. 01, 2021 | Feb. 24, 2022 | Jan. 24, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | Nov. 17, 2021 | Aug. 31, 2021 | Feb. 09, 2021 | Jan. 16, 2018 | Sep. 08, 2015 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
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 | 1-for-10 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 | 28,885,144 | 28,885,144 | 26,610,144 | ||||||||||
Common stock, shares outstanding | 28,885,144 | 28,885,144 | 26,610,144 | ||||||||||
Debt instrument, face amount | $ 16,666,666 | $ 16,666,666 | $ 1,875,000 | ||||||||||
Shares issued during period for intellectual property | $ 188,925 | ||||||||||||
Weighted average fair value | $ 1.37 | $ 3.76 | |||||||||||
Weighted-average exercise price | $ 1.41 | $ 1.41 | $ 3.80 | ||||||||||
Stock option expense | $ 198,562 | $ 22,215 | |||||||||||
Unamortized stock option expense | $ 365,321 | $ 365,321 | |||||||||||
2018 Incentive Plan [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of common stock shares authorized | 1,000,000 | ||||||||||||
Number of shares available for future grant | 864,900 | 864,900 | |||||||||||
2021 Incentive Plan [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of common stock shares authorized | 4,500,000 | ||||||||||||
Number of shares available for future grant | 4,039,315 | 4,039,315 | |||||||||||
Term of award description | the maximum aggregate number of shares that may be issued under the 2021 Plan is eligible to 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 | ||||||||||||
Maximum [Member] | 2015 Incentive Compensation Plan [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of common stock shares authorized | 500,000 | ||||||||||||
Consulting and Services Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of restricted shares | 50,000 | 50,000 | 50,000 | 35,000 | |||||||||
Proceeds from issuance of restricted shares | $ 65,500 | $ 64,500 | $ 60,000 | $ 64,750 | |||||||||
Shares issuance date | Dec. 20, 2021 | Feb. 24, 2022 | Jan. 24, 2022 | Sep. 16, 2021 | |||||||||
Escrow Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of restricted shares | 2,000,000 | ||||||||||||
Shares issuance date | Nov. 23, 2021 | ||||||||||||
Shares held in escrow, value | $ 0 | $ 0 | |||||||||||
Escrow Agreement [Member] | Maximum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt instrument, face amount | $ 1,875,000 | $ 1,875,000 | |||||||||||
Contractor Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issuance date | Jan. 24, 2022 | ||||||||||||
Shares issued during period for intellectual property, shares | 25,000 | ||||||||||||
Shares issued during period for intellectual property | $ 30,000 | ||||||||||||
Contractor Agreement One [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issuance date | Jan. 24, 2022 | ||||||||||||
Shares issued during period for intellectual property, shares | 65,000 | ||||||||||||
Shares issued during period for intellectual property | $ 78,000 |
Summary of Purchase Price Alloc
Summary of Purchase Price Allocation at Fair Value (Details) | 6 Months Ended |
Feb. 28, 2022USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Cash and cash equivalents | $ 29,291 |
Inventory | 42,273 |
Prepaid expenses and other current assets | 398 |
Property and equipment | 66,759 |
Intangible assets | 1,179,361 |
Accounts payable and accrued expenses | (189,080) |
CEBA loan | (47,766) |
Minority interest | (97,311) |
Purchase price | $ 983,925 |
Summary of Purchase Price (Deta
Summary of Purchase Price (Details) | 6 Months Ended |
Feb. 28, 2022USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Cash | |
Common stock to be issued | 983,925 |
Purchase price, total | $ 983,925 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) | Nov. 17, 2021USD ($)$ / sharesshares | Nov. 17, 2021CAD ($)shares | Oct. 08, 2021CAD ($)shares | Feb. 01, 2021 | Nov. 30, 2021USD ($) | Feb. 28, 2022USD ($) | Feb. 28, 2021USD ($) | Nov. 30, 2020USD ($) | Feb. 28, 2022USD ($) | Feb. 28, 2021USD ($) | Dec. 14, 2021$ / shares |
Business Acquisition [Line Items] | |||||||||||
Business combination consideration transferred | $ 983,925 | ||||||||||
Share Price | $ / shares | $ 3.35 | $ 2 | |||||||||
Revenues | $ 2,869,223 | $ 2,075,894 | 6,031,150 | $ 4,231,400 | |||||||
Net loss | $ (4,805,167) | $ (1,339,870) | $ (6,611,754) | $ (2,111,340) | |||||||
Number of shares issued, value | $ 92,000 | ||||||||||
Reverse stock split, description | 1-for-10 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 | |||||||||
Share Exchange Agreement [Member] | Terragenx, Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership Percentage | 91.00% | 91.00% | |||||||||
Business combination consideration transferred | $ 398,050 | ||||||||||
Share Exchange Agreement [Member] | Terragenx [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership Percentage | 91.00% | 91.00% | |||||||||
Business combination consideration transferred | $ 983,925 | $ 500,000 | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 3.35 | ||||||||||
Share exchange description | At the closing of the Exchange, (i) the Terra Shareholders transferred to NHL a total of 910 shares of Terra common stock, representing 91% of Terra’s outstanding shares, and (ii) a total of 100 NHL Exchangeable Shares were issued to the Terra Shareholders, which NHL Exchangeable Shares are exchangeable into a total of 118,821 restricted shares of the Company’s common stock. As a result of the Exchange, NHL has 91% ownership of Terra and full control of the Terra business | At the closing of the Exchange, (i) the Terra Shareholders transferred to NHL a total of 910 shares of Terra common stock, representing 91% of Terra’s outstanding shares, and (ii) a total of 100 NHL Exchangeable Shares were issued to the Terra Shareholders, which NHL Exchangeable Shares are exchangeable into a total of 118,821 restricted shares of the Company’s common stock. As a result of the Exchange, NHL has 91% ownership of Terra and full control of the Terra business | |||||||||
Number of shares issued | shares | 910 | 910 | |||||||||
Shares exchanged, shares | shares | 118,821 | 118,821 | |||||||||
Share Price | $ / shares | $ 1.59 | ||||||||||
Revenues | $ 245,658 | ||||||||||
Net loss | $ 790,193 | ||||||||||
Share Exchange Agreement [Member] | Terragenx [Member] | Terry Mullins [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares issued | shares | 500,000 | 500,000 | |||||||||
Share Exchange Agreement [Member] | Terragenx [Member] | NHL [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares issued | shares | 100 | 100 | |||||||||
Mullins Asset Purchase Agreement [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares Issued, Price Per Share | $ / shares | $ 3.35 | ||||||||||
Purchase of assets | $ 1,990,250 | $ 2,500,000 | |||||||||
Royalty paid description | the Company will pay a royalty equal to 10% of net revenue (net profit) of all iodine related sales | the Company will pay a royalty equal to 10% of net revenue (net profit) of all iodine related sales | |||||||||
Mullins Asset Purchase Agreement [Member] | Mr.Mullins [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Share Price | $ / shares | $ 1.59 | ||||||||||
Number of shares issued, value | $ 1,592,200 | $ 2,000,000 | |||||||||
Shares issued, restricted stock, value | $ 398,050 | $ 500,000 | |||||||||
Shares issued, restricted stock, shares | shares | 118,821 | 118,821 | |||||||||
Asset acquisition consideration transferred | $ 188,925 | ||||||||||
Mullins Asset Purchase Agreement [Member] | Terragenx [Member] | Mr.Mullins [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase commitment | CAD$2,000,000 (approximately $1,592,200) is to be issued or allotted to Mr. Mullins only after patent-pending status, in the U.S. or internationally, is designated for all Mullins IP Assets (the “Mullins IP Assets CAD$2m Shares”), as either restricted shares of Company common stock or NHL Exchangeable Shares, as determined by Mr. Mullins. Once issued or allotted, the Mullins IP Assets CAD $2m Shares will be held in escrow pending registration | CAD$2,000,000 (approximately $1,592,200) is to be issued or allotted to Mr. Mullins only after patent-pending status, in the U.S. or internationally, is designated for all Mullins IP Assets (the “Mullins IP Assets CAD$2m Shares”), as either restricted shares of Company common stock or NHL Exchangeable Shares, as determined by Mr. Mullins. Once issued or allotted, the Mullins IP Assets CAD $2m Shares will be held in escrow pending registration | |||||||||
Mullins Asset [Member] | Mr.Mullins [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Asset acquisition consideration transferred | $ 755,701 | ||||||||||
Joint Venture Agreement [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares issued | shares | 185,000 | ||||||||||
Proceeds from Joint Venture | $ 1,500,000 | ||||||||||
Reverse stock split, description | The net profits and net losses of the JV will be split 50/50 between NHL and EK-Tech |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Feb. 28, 2022 | Nov. 30, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | Aug. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||||
Sales | $ 2,869,223 | $ 2,075,894 | $ 6,031,150 | $ 4,231,400 | |||
Gross profit | 1,216,354 | 751,446 | 2,482,820 | 1,562,896 | |||
Income (loss) from operations | (2,120,676) | (1,325,944) | (3,484,335) | (2,083,668) | |||
Depreciation and amortization | 773,555 | 379,499 | 1,467,837 | 737,423 | |||
Capital expenditures | 72,139 | 618 | 192,536 | 618 | |||
Interest expenses | 1,226,182 | 22,948 | 1,294,912 | 46,889 | |||
Net income (loss) | (4,868,204) | $ (1,816,395) | (1,340,591) | $ (773,103) | (6,684,599) | (2,113,694) | |
Total assets | 70,320,030 | 70,320,030 | $ 61,958,281 | ||||
Accounts receivable | 1,251,973 | 1,251,973 | 1,468,429 | ||||
Intangible assets | 33,217,602 | 33,217,602 | 32,436,468 | ||||
Goodwill | 9,058,936 | 9,058,936 | 9,081,879 | ||||
HealthCare Services [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Sales | 1,873,577 | 2,075,894 | 4,053,200 | 4,231,400 | |||
Gross profit | 760,424 | 751,446 | 1,560,066 | 1,562,896 | |||
Income (loss) from operations | (265,217) | (319,686) | (376,322) | (354,583) | |||
Depreciation and amortization | 71,505 | 22,328 | 146,111 | 43,938 | |||
Capital expenditures | 72,139 | 618 | 176,981 | 618 | |||
Interest expenses | 20,027 | 22,948 | 40,154 | 46,889 | |||
Net income (loss) | (282,717) | (340,259) | (411,524) | (396,359) | |||
Total assets | 6,448,799 | 6,448,799 | 7,318,888 | ||||
Accounts receivable | 763,682 | 763,682 | 953,919 | ||||
Intangible assets | |||||||
Goodwill | 555,949 | 555,949 | 557,357 | ||||
Product Manufacturing and Development [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Sales | 995,646 | 1,977,950 | |||||
Gross profit | 455,930 | 922,754 | |||||
Income (loss) from operations | (504,145) | (845,690) | |||||
Depreciation and amortization | 334,450 | 586,526 | |||||
Capital expenditures | 15,555 | ||||||
Interest expenses | 923,843 | 972,446 | |||||
Net income (loss) | (1,837,396) | (2,619,938) | |||||
Total assets | 24,161,243 | 24,161,243 | 21,427,285 | ||||
Accounts receivable | 488,291 | 488,291 | 514,510 | ||||
Intangible assets | 7,882,039 | 7,882,039 | 6,365,705 | ||||
Goodwill | 8,502,987 | 8,502,987 | 8,524,522 | ||||
Corporate Segment [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Sales | |||||||
Gross profit | |||||||
Income (loss) from operations | (1,351,314) | (1,006,258) | (2,262,323) | (1,729,085) | |||
Depreciation and amortization | 367,600 | 357,171 | 735,200 | 693,485 | |||
Capital expenditures | |||||||
Interest expenses | 282,312 | 282,312 | |||||
Net income (loss) | (2,748,091) | $ (1,000,332) | (3,653,137) | $ (1,717,335) | |||
Total assets | 39,709,988 | 39,709,988 | 33,212,108 | ||||
Accounts receivable | |||||||
Intangible assets | 25,335,563 | 25,335,563 | 26,070,763 | ||||
Goodwill |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 6 Months Ended |
Feb. 28, 2022Integer | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Apr. 11, 2022USD ($)Integer | Apr. 05, 2022USD ($)shares | Mar. 18, 2022shares | Mar. 17, 2022shares | Mar. 02, 2022USD ($)shares | Feb. 28, 2022USD ($) | Feb. 28, 2021USD ($) | Feb. 28, 2022USD ($) | Feb. 28, 2021USD ($) | Mar. 01, 2022$ / shares | Dec. 14, 2021$ / shares | Nov. 17, 2021USD ($)$ / shares |
Subsequent Event [Line Items] | ||||||||||||
Purchase price per share | $ / shares | $ 2 | $ 3.35 | ||||||||||
Principal amount of debt | $ 16,666,666 | $ 16,666,666 | $ 1,875,000 | |||||||||
Interest expense | $ 1,226,182 | $ 22,948 | $ 1,294,912 | $ 46,889 | ||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount of debt | $ 305,000 | |||||||||||
Interest expense | $ 889 | |||||||||||
Debt conversion into common stock | Integer | 152,948 | |||||||||||
Subsequent Event [Member] | Chalil Employment Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Salary | $ 400,000 | |||||||||||
Bonus awarded in form of restricted shares | 450,000 | |||||||||||
Subsequent Event [Member] | Chalil Employment Agreement [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share-based Payment Arrangement, Expense | 1 | |||||||||||
Subsequent Event [Member] | Chalil Employment Agreement [Member] | Defined Benefit Plan Market Cap Valuation Increased [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Bonus awarded in form of restricted shares | 50,000,000 | |||||||||||
Proceeds from market cap valuation | $ 250,000 | |||||||||||
Share based compensation arrangement percentage | 50.00% | |||||||||||
Share based compensation arrangement description | For the sake of clarity, Dr. Chalil will only be issued compensation based on $50 million MCV increments; there will be no compensation issued for anything above $50 million until the subsequent $50 million MCV milestone is achieved | |||||||||||
Subsequent Event [Member] | Chalil Employment Agreement [Member] | Defined Benefit Plan Market Cap Valuation Increased [Member] | Deferred Bonus [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Bonus awarded in form of restricted shares | $ 1,000,000,000 | |||||||||||
Subsequent Event [Member] | Chalil Employment Agreement [Member] | Defined Benefit Plan Market Cap Valuation Increased [Member] | Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Bonus awarded in form of restricted shares | 50,000,000 | |||||||||||
Subsequent Event [Member] | Chalil Employment Agreement [Member] | Defined Benefit Plan Market Cap Valuation Sustained [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Bonus awarded in form of restricted shares | 2,000,000,000 | |||||||||||
Proceeds from market cap valuation | $ 20,000,000 | |||||||||||
Share based compensation arrangement percentage | 1.00% | |||||||||||
Subsequent Event [Member] | Chalil Employment Agreement [Member] | Defined Benefit Plan Market Cap Valuation Sustained [Member] | Restricted Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Bonus awarded in form of restricted shares | $ 1,000,000,000 | |||||||||||
Subsequent Event [Member] | Chalil Employment Agreement [Member] | Defined Benefit Plan Market Cap Valuation Achieved [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Bonus awarded in form of restricted shares | 1 | |||||||||||
Proceeds from market cap valuation | 10,000,000 | |||||||||||
Market cap valuation | 3,000,000,000 | |||||||||||
Subsequent Event [Member] | Chalil Employment Agreement [Member] | Defined Benefit Plan Market Cap Valuation Achieved [Member] | Restricted Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Bonus awarded in form of restricted shares | $ 1,000,000,000 | |||||||||||
Subsequent Event [Member] | Canada Corp [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Ownership, percentage | 50.10% | |||||||||||
Purchase price | $ 68,000 | |||||||||||
Number of restricted shares of common stock, shares | shares | 17,000 | |||||||||||
Purchase price per share | $ / shares | $ 4 | |||||||||||
Subsequent Event [Member] | Poling Taddeo Hovius Physiotherapy Professional Corp [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Purchase price | $ 627,000 | |||||||||||
Number of restricted shares of common stock, shares | shares | 156,750 | |||||||||||
Purchase price per share | $ / shares | $ 4 | |||||||||||
Subsequent Event [Member] | Clinical Consultants International LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Ownership, percentage | 100.00% | 100.00% | ||||||||||
Number of restricted shares of common stock, shares | shares | 800,000 | 50,000 | 800,000 | |||||||||
Allotment of restricted shares, net | shares | 25,000 |