Cover
Cover | 9 Months Ended |
May 31, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Pre-Effective Amendment No. 2 |
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 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
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 |
Contact Personnel Name | Robert Mattacchione |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Current Assets: | |||
Cash and cash equivalents | $ 12,677,446 | $ 8,293,162 | $ 2,067,718 |
Accounts receivable, net | 5,166,239 | 1,468,429 | 1,732,432 |
Inventory, net | 645,063 | 339,385 | |
Other receivables, current portion | 1,209,137 | 814,157 | 302,664 |
Prepaid expenses and other current assets | 380,800 | 218,376 | 191,723 |
Total current assets | 20,078,685 | 11,133,509 | 4,294,537 |
Property and equipment, net | 5,931,683 | 6,070,291 | 353,660 |
Intangible assets, net | 32,192,858 | 32,029,499 | 26,623,448 |
Right-of-use assets, net | 2,222,970 | 2,543,396 | 2,810,556 |
Other receivables, net of current portion | 692,738 | 287,775 | |
Acquisition deposits | 383,700 | ||
Goodwill | 11,366,618 | 9,488,848 | 636,942 |
TOTAL ASSETS | 71,792,814 | 61,958,281 | 35,390,618 |
Current Liabilities: | |||
Accounts payable | 1,621,719 | 1,449,784 | 883,773 |
Accrued expenses | 1,243,792 | 1,129,309 | 194,708 |
Accrued interest (including amounts to related parties) | 961,823 | 366,280 | 346,264 |
Government loans and notes payable, current portion | 5,260,056 | 4,485,649 | 83,292 |
Convertible notes payable, net of discount of $0 | 1,875,000 | ||
Contingent liability | 750,860 | ||
Due to related parties | 456,528 | 478,920 | 528,213 |
Finance lease liability, current portion | 15,982 | 23,184 | |
Operating lease liability, current portion | 544,690 | 530,797 | 563,793 |
Total current liabilities | 12,730,450 | 8,463,923 | 2,600,043 |
Debentures, related parties | 981,337 | 982,205 | 952,058 |
Notes payable, net of current portion | 158,645 | 5,133,604 | |
Convertible notes payable, net of discount of $5,170,205 | 10,252,017 | ||
Finance lease liability, net of current portion | 8,563 | 16,217 | |
Operating lease liability, net of current portion | 1,734,790 | 2,057,805 | 2,266,887 |
Deferred tax liability | 1,499,045 | 1,500,372 | |
TOTAL LIABILITIES | 27,364,847 | 18,154,126 | 5,818,988 |
Commitments and contingencies | |||
Novo Integrated Sciences, Inc. | |||
Convertible preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding at May 31, 2022 and August 31, 2021, respectively | |||
Common stock; $0.001 par value; 499,000,000 shares authorized; 30,659,073 and 26,610,144 shares issued and outstanding at May 31, 2022 and August 31, 2021, respectively | 30,659 | 26,610 | 23,466 |
Additional paid-in capital | 64,620,878 | 54,579,396 | 44,905,454 |
Common stock to be issued (4,308,591 and 3,622,199 shares at May 31, 2022 and August 31, 2021) | 10,096,332 | 9,236,607 | |
Other comprehensive income | 1,015,993 | 991,077 | 1,199,696 |
Accumulated deficit | (31,391,082) | (20,969,274) | (16,507,127) |
Total Novo Integrated Sciences, Inc. stockholders’ equity | 44,372,780 | 43,864,416 | 29,621,489 |
Noncontrolling interest | 55,187 | (60,261) | (49,859) |
Total stockholders’ equity | 44,427,967 | 43,804,155 | 29,571,630 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 71,792,814 | 61,958,281 | 35,390,618 |
Previously Reported [Member] | |||
Current Assets: | |||
Cash and cash equivalents | 8,293,162 | ||
Accounts receivable, net | 1,468,429 | ||
Inventory, net | 339,385 | ||
Other receivables, current portion | 814,157 | ||
Prepaid expenses and other current assets | 218,376 | ||
Total current assets | 11,133,509 | ||
Property and equipment, net | 6,070,291 | ||
Intangible assets, net | 32,436,468 | ||
Right-of-use assets, net | 2,543,396 | ||
Other receivables, net of current portion | 692,738 | ||
Acquisition deposits | |||
Goodwill | 9,081,879 | $ 636,942 | |
TOTAL ASSETS | 61,958,281 | ||
Current Liabilities: | |||
Accounts payable | 1,449,784 | ||
Accrued expenses | 1,129,309 | ||
Accrued interest (including amounts to related parties) | 366,280 | ||
Government loans and notes payable, current portion | 4,485,649 | ||
Due to related parties | 478,920 | ||
Finance lease liability, current portion | 23,184 | ||
Operating lease liability, current portion | 530,797 | ||
Total current liabilities | 8,463,923 | ||
Debentures, related parties | 982,205 | ||
Notes payable, net of current portion | 5,133,604 | ||
Finance lease liability, net of current portion | 16,217 | ||
Operating lease liability, net of current portion | 2,057,805 | ||
Deferred tax liability | 1,500,372 | ||
TOTAL LIABILITIES | 18,154,126 | ||
Commitments and contingencies | |||
Novo Integrated Sciences, Inc. | |||
Convertible preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding at May 31, 2022 and August 31, 2021, respectively | |||
Common stock; $0.001 par value; 499,000,000 shares authorized; 30,659,073 and 26,610,144 shares issued and outstanding at May 31, 2022 and August 31, 2021, respectively | 26,610 | ||
Additional paid-in capital | 54,579,396 | ||
Common stock to be issued (4,308,591 and 3,622,199 shares at May 31, 2022 and August 31, 2021) | 9,236,607 | ||
Other comprehensive income | 991,077 | ||
Accumulated deficit | (20,969,274) | ||
Total Novo Integrated Sciences, Inc. stockholders’ equity | 43,864,416 | ||
Noncontrolling interest | (60,261) | ||
Total stockholders’ equity | 43,804,155 | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 61,958,281 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 0 | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 499,000,000 | 499,000,000 | 499,000,000 |
Common stock, shares issued | 30,659,073 | 26,610,144 | 23,466,236 |
Common stock, shares outstanding | 30,659,073 | 26,610,144 | 23,466,236 |
Common stock to be issued, shares | 4,308,591 | 3,622,199 | 3,622,199 |
Convertible notes payable net of discount current | $ 0 | ||
Convertible notes payable net of discount noncurrent | $ 5,170,205 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenues | $ 13,851,883 | $ 2,380,974 | $ 19,883,033 | $ 6,612,374 | $ 9,305,255 | $ 7,860,567 |
Cost of revenues | 11,443,001 | 1,100,516 | 14,991,331 | 3,769,020 | 5,482,257 | 4,802,195 |
Gross profit | 2,408,882 | 1,280,458 | 4,891,702 | 2,843,354 | 3,822,998 | 3,058,372 |
Operating expenses: | ||||||
Selling expenses | 9,802 | 2,381 | 36,340 | 4,226 | 7,525 | 4,921 |
General and administrative expenses | 3,601,826 | 1,680,049 | 9,542,443 | 5,324,768 | 8,089,641 | 7,286,305 |
Write down of assets | 99,351 | 29,744 | ||||
Total operating expenses | 3,611,628 | 1,682,430 | 9,578,783 | 5,328,994 | 8,196,517 | 7,320,970 |
Loss from operations | (1,202,746) | (401,972) | (4,687,081) | (2,485,640) | (4,373,519) | (4,262,598) |
Non operating income (expense) | ||||||
Interest income | 8,355 | 8,402 | 25,233 | 25,265 | 45,687 | 33,627 |
Interest expense | (513,398) | (21,701) | (1,808,310) | (68,590) | (165,003) | (156,662) |
Amortization of debt discount | (2,133,890) | (3,654,752) | ||||
Other income (expense) | 21,900 | (194,055) | ||||
Write off of acquisition deposit | (344,521) | |||||
Foreign currency transaction gains (losses) | 97,654 | (303,714) | ||||
Total other income (expense) | (2,541,279) | (13,299) | (5,741,543) | (43,325) | (97,416) | (661,611) |
Loss before income taxes | (3,744,025) | (415,271) | (10,428,624) | (2,528,965) | (4,470,935) | (4,924,209) |
Income tax expense | ||||||
Net loss | (3,744,025) | (415,271) | (10,428,624) | (2,528,965) | (4,470,935) | (4,924,209) |
Net income (loss) attributed to noncontrolling interest | 66,029 | (4,084) | (6,816) | (6,438) | (8,788) | (9,055) |
Net loss attributed to Novo Integrated Sciences, Inc. | (3,810,054) | (411,187) | (10,421,808) | (2,522,527) | (4,462,147) | (4,915,154) |
Comprehensive loss: | ||||||
Net loss | (3,744,025) | (415,271) | (10,428,624) | (2,528,965) | (4,470,935) | (4,924,209) |
Foreign currency translation gain | 13,711 | 123,521 | 24,916 | 176,349 | (208,619) | 60,777 |
Comprehensive loss: | $ (3,730,314) | $ (291,750) | $ (10,403,708) | $ (2,352,616) | $ (4,679,554) | $ (4,863,432) |
Weighted average common shares outstanding - basic and diluted | 29,817,999 | 25,298,866 | 28,498,414 | 24,192,998 | 24,774,454 | 23,034,081 |
Net loss per common share - basic and diluted | $ (0.13) | $ (0.02) | $ (0.37) | $ (0.10) | $ (0.18) | $ (0.21) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock to be Issued [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Novo Stockholders Equity [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Aug. 31, 2019 | $ 22,369 | $ 36,014,525 | $ 1,138,919 | $ (11,591,973) | $ 25,583,840 | $ (39,632) | $ 25,544,208 | |
Beginning balance, shares at Aug. 31, 2019 | 22,369,150 | |||||||
Common stock issued for cash, net of offering costs | $ 35 | 113,364 | 113,399 | 113,399 | ||||
Common stock issued for cash, net of offering costs, shares | 35,437 | |||||||
Common stock issued for licensing agreement | $ 800 | 5,247,200 | 5,248,000 | 5,248,000 | ||||
Common stock issued for licensing agreement, shares | 800,000 | |||||||
Common stock issued for software license | $ 97 | 386,134 | 386,231 | 386,231 | ||||
Common stock issued for software license, shares | 96,558 | |||||||
Common stock for conversion of convertible notes | $ 15 | 226,348 | 226,363 | 226,363 | ||||
Common stock for conversion of convertible notes, shares | 15,091 | |||||||
Common stock for services | $ 150 | 589,850 | 590,000 | 590,000 | ||||
Common stock for services, shares | 150,000 | |||||||
Fair value of modification of stock option terms | 62,822 | 62,822 | 62,822 | |||||
Fair value of stock options | 2,265,211 | 2,265,211 | 2,265,211 | |||||
Foreign currency translation gain | 60,777 | 60,777 | (1,172) | 59,605 | ||||
Net loss | (4,915,154) | (4,915,154) | (9,055) | (4,924,209) | ||||
Ending 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 | |
Ending balance, shares at Aug. 31, 2020 | 23,466,236 | |||||||
Common stock issued for cash, net of offering costs | $ 22 | 91,978 | 92,000 | 92,000 | ||||
Common stock issued for cash, net of offering costs, shares | 21,905 | |||||||
Common stock for services | $ 65 | 247,935 | 248,000 | 248,000 | ||||
Common stock for services, shares | 65,000 | |||||||
Foreign currency translation gain | 10,596 | 10,596 | (225) | 10,371 | ||||
Net loss | (771,470) | (771,470) | (1,633) | (773,103) | ||||
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 | (2,528,965) | |||||||
Ending balance, value at May. 31, 2021 | $ 26,489 | 54,297,875 | 1,376,045 | (19,029,654) | 36,670,755 | (60,630) | 36,610,125 | |
Ending balance, shares at May. 31, 2021 | 26,489,357 | |||||||
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 cash, net of offering costs | $ 2,410 | 7,325,170 | 7,327,580 | 7,327,580 | ||||
Common stock issued for cash, net of offering costs, shares | 2,409,955 | |||||||
Common stock for services | $ 295 | 874,878 | 875,173 | 875,173 | ||||
Common stock for services, shares | 295,700 | |||||||
Fair value of stock options | 155,496 | 155,496 | 155,496 | |||||
Foreign currency translation gain | (208,619) | (208,619) | (1,614) | (210,233) | ||||
Net loss | (4,462,147) | (4,462,147) | (8,788) | (4,470,935) | ||||
Common stock issued for acquisition | $ 190 | 430,647 | 430,837 | 430,837 | ||||
Common stock issued for acquisition, shares | 189,796 | |||||||
Common stock to be issued for purchase of Mullin assets | $ 240 | 875,760 | 876,000 | 876,000 | ||||
Common stock issued for intellectual property, shares | 240,000 | |||||||
Common stock to be issued for purchase of Acenzia, Inc. | 9,236,607 | 9,236,607 | 9,236,607 | |||||
Exercise of stock options | $ 8 | 11,992 | 12,000 | 12,000 | ||||
Exercise of stock options, shares | 7,500 | |||||||
Rounding due to stock split | $ 1 | (1) | ||||||
Rounding due to stock split, shares | 957 | |||||||
Ending 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 |
Ending balance, shares at Aug. 31, 2021 | 26,610,144 | |||||||
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 gain | 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 | |||||||
Rounding due to stock split | $ 1 | (1) | ||||||
Rounding due to stock split, shares | 957 | |||||||
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 | |||||
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 | |||||||
Common stock issued for cash, net of offering costs | $ 2,388 | 7,233,192 | 7,235,580 | 7,235,580 | ||||
Common stock issued for cash, net of offering costs, shares | 2,388,050 | |||||||
Common stock for services | $ 100 | 374,900 | (375,000) | |||||
Common stock for services, shares | 100,000 | |||||||
Foreign currency translation gain | 123,521 | 123,521 | (3,143) | 120,378 | ||||
Net loss | (411,187) | (411,187) | (4,084) | (415,271) | ||||
Common stock issued for acquisition | $ 190 | 430,647 | 430,837 | 430,837 | ||||
Common stock issued for acquisition, shares | 189,796 | |||||||
Common stock issued for services rendered | $ 9 | 37,163 | 37,172 | 37,172 | ||||
Common stock to be issued for services rendered, shares | 9,913 | |||||||
Fair value of vested stock options | 66,640 | 66,640 | 66,640 | |||||
Ending balance, value at May. 31, 2021 | $ 26,489 | 54,297,875 | 1,376,045 | (19,029,654) | 36,670,755 | (60,630) | 36,610,125 | |
Ending balance, shares at May. 31, 2021 | 26,489,357 | |||||||
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 for services | $ 35 | 64,715 | 64,750 | 64,750 | ||||
Common stock for services, shares | 35,000 | |||||||
Fair value of stock options | 154,135 | 154,135 | 154,135 | |||||
Foreign currency translation gain | (103,533) | (103,533) | (855) | (104,388) | ||||
Net loss | (1,806,587) | (1,806,587) | (9,808) | (1,816,395) | ||||
Common stock to be issued for purchase of Mullin assets | 188,925 | 188,925 | 188,925 | |||||
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 | ||||
Value of warrants issued with convertible notes | 295,824 | 295,824 | 295,824 | |||||
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 | (10,428,624) | |||||||
Ending balance, value at May. 31, 2022 | $ 30,659 | 64,620,878 | 10,096,332 | 1,015,993 | (31,391,082) | 44,372,780 | 55,187 | 44,427,967 |
Ending balance, shares at May. 31, 2022 | 30,659,073 | |||||||
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 for services | $ 240 | 297,760 | 298,000 | 298,000 | ||||
Common stock for services, shares | 240,000 | |||||||
Fair value of stock options | 44,427 | 44,427 | 44,427 | |||||
Foreign currency translation gain | 114,738 | 114,738 | 355 | 115,093 | ||||
Net loss | (4,805,167) | (4,805,167) | (63,037) | (4,868,204) | ||||
Value of warrants issued with convertible notes | 5,257,466 | 5,257,466 | 5,257,466 | |||||
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 | |||||||
Common stock issued for cash, net of offering costs | $ 225 | 573,525 | (573,750) | |||||
Common stock issued for cash, net of offering costs, shares | 225,000 | |||||||
Common stock for conversion of convertible notes | $ 624 | 1,247,225 | 1,247,849 | 1,247,849 | ||||
Common stock for conversion of convertible notes, shares | 623,929 | |||||||
Common stock for services | $ 125 | 313,875 | 314,000 | 314,000 | ||||
Common stock for services, shares | 125,000 | |||||||
Fair value of stock options | 91,330 | 91,330 | 91,330 | |||||
Foreign currency translation gain | 13,711 | 13,711 | 51 | 13,762 | ||||
Net loss | (3,810,054) | (3,810,054) | 66,029 | (3,744,025) | ||||
Common stock issued for acquisition | $ 800 | 1,703,200 | 1,704,000 | 1,704,000 | ||||
Common stock issued for acquisition, shares | 800,000 | |||||||
Common stock to be issued for acquisitions | 260,625 | 260,625 | 25,402 | 286,027 | ||||
Ending balance, value at May. 31, 2022 | $ 30,659 | $ 64,620,878 | $ 10,096,332 | $ 1,015,993 | $ (31,391,082) | $ 44,372,780 | $ 55,187 | $ 44,427,967 |
Ending balance, shares at May. 31, 2022 | 30,659,073 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (10,428,624) | $ (2,528,965) | $ (4,470,935) | $ (4,924,209) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 2,349,434 | 1,118,925 | 1,724,122 | 1,445,076 |
Fair value of vested stock options | 289,892 | 88,855 | 155,496 | 2,265,211 |
Expense associated with modified stock option terms | 62,822 | |||
Common stock issued for services | 676,750 | 660,172 | 875,173 | 590,000 |
Operating lease expense | 418,188 | 467,864 | 642,991 | 541,530 |
Amortization of debt discount | 3,654,752 | |||
Gain on forgiveness of debt | (21,900) | |||
Write down of assets | 99,351 | 29,744 | ||
Loss on settlement of other receivable | 74,360 | |||
Write off of acquisition deposit | 344,521 | |||
Foreign currency transaction losses | 303,714 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (3,650,069) | 543,213 | 1,103,800 | (229,015) |
Inventory | (263,539) | (147,814) | ||
Prepaid expenses and other current assets | (150,632) | (143,590) | (43,194) | 61,218 |
Accounts payable | 117,056 | (97,659) | (45,228) | (275,895) |
Accrued expenses | (68,871) | 64,513 | (287,034) | (15,591) |
Accrued interest | 598,904 | 7,455 | 9,015 | 114,815 |
Operating lease liability | (406,862) | (460,063) | (618,645) | (526,281) |
Net cash used in operating activities | (6,559,907) | (279,280) | (1,024,802) | (441,694) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (190,973) | (201,369) | (255,949) | (12,110) |
Cash acquired from (paid for) acquisition | 57,489 | (10,000) | ||
Cash paid for acquisition | (10,000) | |||
Cash acquired with acquisition | 3,738,171 | |||
Payment on other receivable | 296,138 | |||
Amounts loaned for other receivables | (470,040) | (473,100) | ||
Payment for acquisition deposit | (636,985) | |||
Return of acquisition deposit | 636,985 | |||
Collection of other receivable | 669,240 | |||
Net cash provided by (used in) investing activities | 162,654 | (681,409) | 2,999,122 | 657,130 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Repayments to related parties | (21,932) | (177,534) | (246,327) | (198,778) |
Repayments of debenture, related party | (267,696) | |||
Repayments of notes payable | (4,430,794) | (2,767,519) | ||
Repayments of finance leases | (14,797) | (8,872) | ||
Proceeds from government loans and note payable | 81,388 | |||
Proceeds from the sale of common stock, net of offering costs | 7,327,580 | 7,327,580 | 113,399 | |
Proceeds from exercise of stock options | 12,000 | 12,000 | ||
Proceeds from issuance of convertible notes, net | 15,270,000 | |||
Net cash provided by financing activities | 10,802,477 | 7,162,046 | 4,316,862 | (271,687) |
Effect of exchange rate changes on cash and cash equivalents | (20,940) | 97,970 | (65,738) | 40,303 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 4,384,284 | 6,299,327 | 6,225,444 | (15,948) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 8,293,162 | 2,067,718 | 2,067,718 | 2,083,666 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 12,677,446 | 8,367,045 | 8,293,162 | 2,067,718 |
CASH PAID FOR: | ||||
Interest | 1,294,912 | 33,183 | 144,987 | 95,219 |
Income taxes | ||||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Common stock to be issued for intangible assets | 188,925 | 876,000 | 876,000 | 5,634,231 |
Common stock issued for debt | 226,363 | |||
Common stock to be issued for acquisitions | 1,244,550 | $ 430,837 | ||
Conversion of convertible notes payable and accrued interest to common stock | 1,247,849 | |||
Common stock issued for acquisition | $ 1,704,000 | $ 430,837 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation Organization and Line of Business Novo Integrated Sciences, Inc. (“Novo Integrated” or the “Company”) 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 now and how it will be delivered 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 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. 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 May 31, 2022, all corporate clinics were open and operational, with staffing shortages in some facilities due to ongoing COVID-19 residual impact, 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”), PRO-DIP, LLC (“PRO-DIP”), and Clinical Consultants International LLC (“CCI”), each of which is a wholly owned subsidiary of Novo Integrated, are open and fully operational, with staffing shortages due to ongoing COVID-19 residual impact, 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 May 31, 2022. The Company intends to commence pilot projects for each joint venture in the period ended August 31, 2022. 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 nine months ended May 31, 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 unaudited 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 May 31, 2022 May 31, 2021 August 31, 2021 Period end: CAD to USD exchange rate $ 0.7910 $ 0.8284 $ 0.7917 Average period: CAD to USD exchange rate $ 0.7897 $ 0.7834 $ 0.7885 | 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 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, unique personalized product offerings, and rehabilitative science. For the period ended August 31, 2021, the Company’s revenue was generated primarily through its wholly owned Canadian subsidiary, Novo Healthnet Limited (“NHL”), which provides our services and products through both clinic and eldercare related operations. 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 Sciences 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) 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 shares of Novo Integrated’s 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 On November 3, 2017, Novomerica Health Group, Inc. (“Novomerica”) was incorporated, under the laws of the state of Nevada, as a wholly owned subsidiary of the Company for the purpose of expanding the Company’s operations into the United States. On January 7, 2019, 2478659 Ontario Ltd. (“247”) and Kainai Cooperative (“Kainai”) entered into a Joint Venture Agreement (the “Joint Venture Agreement”) for the purpose of developing, managing and arranging for financing of greenhouse and farming projects involving hemp and cannabis cash crops on Kainai related lands, and developing additional infrastructure projects creating jobs and food supply to local communities. On January 8, 2019, we and 247 entered into an Agreement of Transfer and Assignment, pursuant to which 247 agreed to sell, assign and transfer to the Company all rights, contracts, contacts and any and all other assets related in any way to the Joint Venture Agreement. Pursuant to the terms of the Joint Venture Agreement, as assigned to us, the parties will work in a joint venture relationship (“JV”) with the Company providing the finance, development and operation of the project, including sales, and Kainai providing the land and approvals for the development of the projects. Pursuant to the terms of the Joint Venture Agreement, (i) the Company has an 80% controlling interest and Kainai has a 20% interest in the JV; and (ii) the Company has sole discretion to identify the name and entity under which the JV will operate. The legal entity in which the JV will operate has not yet been identified or formed. The JV operations will primarily involve the production – including processing, packaging and sales of natural supplements derived from hemp derived cannabis oils. The joint venture will distribute to the Company and Kainai all net proceeds after debt and principal servicing and repayment allocation, as well as operating capital allotment, on a ratio equal to 80% to the Company and 20% to Kainai. 50 years 1,200,000 21,600,000 On February 26, 2019, the Company entered into a Software License Agreement (the “Cloud DX License”) with Cloud DX Inc. (“Cloud DX”) pursuant to which Cloud DX agreed to sell, and NHL agreed to purchase, a fully paid up, perpetual license, with 5-year conditional exclusivity, for the Cloud DX Bundled Pulsewave PAD-1A USB Blood Pressure Device, up-to-date product releases and Licensed Software Products (the “Licensed Software”) to include the: ● Cloud DX Connected Health web portal for clinical users, ● Cloud DX Connected Health mobile app, ● Cloud DX Connected Health Windows app, and ● Cloud DX Connected Health MacOS app. On July 22, 2019, the Company, through NHL, acquired substantially all the assets of Societe Professionnelle de Physiotherapie M Dignard, doing business as Action Plus Physiotherapy Rockland, to expand our corporate owned clinic footprint in the province of Ontario Canada. On September 24, 2019, Novomerica, a wholly owned U.S. based subsidiary of the Company, entered into a Master Facility License Agreement with Fitness International, LLC and Fitness & Sports Clubs, LLC (together with Fitness International, LLC, “LA Fitness U.S.”). On February 24, 2020, this Master Facility License Agreement (the “LA Fitness U.S. Agreement”) was amended pursuant to the terms of that certain First Amendment to the LA Fitness U.S. Agreement. On September 24, 2019, NHL entered into a Master Facility License Agreement with LAF Canada Company (“LA Fitness Canada”). On February 24, 2020, this Master Facility License Agreement (the “LA Fitness Canada Agreement”) was amended pursuant to the terms of that certain First Amendment to the LA Fitness Canada Agreement. On December 17, 2019, the Company entered into that certain Intellectual Property Asset Purchase Agreement (the “APA”) by and between the Company and 2731861 Ontario Corp. (the “Seller”), pursuant to which the Company agreed to purchase, and Seller agreed to sell, proprietary designs for an innovative cannabis dosing device, in addition to designs, plans, procedures, and all other material pertaining to the application, construction, operation, and marketing of a cannabis business under the regulations of Health Canada. Pursuant to the terms of the APA, the purchase price of the Intellectual Property is 800,000 On December 19, 2019, the Company entered into that certain Joint Venture Agreement (the “HGF JV Agreement”) between the Company and Harvest Gold Farms Inc. (“HGF”) relating to the development, management and arrangement of medicinal farming projects involving hemp and cannabis cash crops (the “Project”). Pursuant to the terms of the HGF JV Agreement, the parties agreed to work in a joint venture relationship, with the Company providing the development and operation of the Project, including sales, and HGF providing the land, farming expertise, biomass and necessary approvals for the development of the Project. Pursuant to the terms of the HGF JV Agreement, a corporation, namely, Novo Earth Therapeutics Inc. was formed where we have a 70% The initial term of the HGF JV Agreement will, unless sooner terminated by consent of all parties, expire in five years from the effective date of the HGF JV Agreement. The Company and HGF may renew the HGF JV Agreement within two years of the expiration of the initial term upon mutual understanding. Reverse Stock Split On February 1, 2021, the Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. 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. On May 26, 2020, the Ontario Ministry of Health announced updated guidance and directives stating that physiotherapists, chiropractors, and other regulated health professionals, including services and products provided by the Company, can gradually and carefully begin providing all services, including non-essential services, once the clinician and provider are satisfied all necessary precautions and protocols are in place to protect the patients, the clinician and the clinic staff. With all corporate clinics closed due to the COVID-19 pandemic, with the exception of providing certain limited essential and emergency services, the Company had furloughed 48 full-time employees and 35 part-time employees from its pre-closure levels of 81 full-time employees and 53 part-time employees specific to on-site clinic and eldercare operations. Specific to our clinic-based services and products, operating under COVID-19 related authorized governmental proclamations and directives, between March 17 through June 1, 2020, the Company provided in-clinic multi-disciplinary primary healthcare services and products solely to patients with emergency and essential need while also providing certain virtual based services related to physiotherapy. Specific to our eldercare based services and products, operating under COVID-19 related authorized governmental proclamations and directives which included certain eldercare related services being deemed essential, NHL was able to quickly expand its existing eldercare related physiotherapy service “virtual-care” platform, which pre-pandemic was primarily focused on providing “virtual-care” services to both smaller and remote eldercare homes to ensure access to service providers, when needed; and continuity of care to eldercare patients without service providers in their area. Given NHL had established “virtual care” procedures and forms, complete with video consent and assessment forms already vetted and approved by the Ontario College of Physiotherapists, NHL was well-positioned to expand the delivery of certain of its eldercare related contracted services, via “virtual-care” technology, ensuring continuity of service for our long-term care and retirement home clients. On June 2, 2020, the Company commenced opening its corporate clinics and providing non-essential services. As of the year ended August 31, 2021, all corporate clinics are 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. 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 fiscal year ended August 31, 2021. 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. As of August 31, 2021, the Company has 73 full-time employees and 56 part-time employees specific to on-site clinic and eldercare operations. Specific to PRO-DIP, LLC (“PRO-DIP”) and Acenzia, Inc. (“Acenzia”), both companies 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. 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 the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced patient traffic and reduced operations. Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s Canadian subsidiaries’ functional currency is the Canadian Dollar (“CAD”); however, the accompanying consolidated financial statements were translated and presented in United States Dollars (“$” or “USD”). Foreign Currency Translation The accounts of the Company’s Canadian subsidiaries are maintained in CAD. The accounts of these subsidiaries are translated into USD in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Transaction Comprehensive Income Schedule of Foreign Currency Translation, Exchange Rate Used August 31, August 31, 2021 2020 Period end: CAD to USD exchange rate $ 0.7917 $ 0.7674 Average period: CAD to USD exchange rate $ 0.7885 $ 0.7435 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited 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 unaudited condensed consolidated financial statements include the accounts of the Company and entities it controls including its wholly owned subsidiaries, NHL, Acenzia, Novomerica Health Group, Inc. (“NHG”), Novo Healthnet Rehab Limited, Novo Assessments Inc., PRO-DIP, a 91 50.1 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 other comprehensive income (“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 May 31, 2022, and August 31, 2021, the allowance for uncollectible accounts receivable was $ 705,384 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 May 31, 2022 and August 31, 2021, the Company’s allowance for slow moving or obsolete inventory was $ 1,065,777 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 Leasehold improvements 5 Clinical equipment 5 Computer equipment 3 Office equipment 5 Furniture and fixtures 5 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 Software license 7 Intellectual property 7 Customer relationships 5 Brand names 7 The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Based on its reviews at May 31, 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, Acenzia Inc. during fiscal year ended August 31, 2021 and 12858461 Canada Corp., Fairway Physiotherapy and Sports Injury Clinic, and Clinical Consultants International LLC during fiscal year ending August 31, 2022. Based on its review at May 31, 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 operating and finance lease liabilities, 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 May 31, 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 Accounting Standards Update (“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 May 31, 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 8,270,812 4,308,591 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 $ 1,015,993 991,077 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 Concentrations At May 31, 2022, one customer accounted for approximately 40 70 50 Reclassifications Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or shareholders’ equity. 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. | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of 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 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 consolidated financial statements include the accounts of the Company and entities it controls including its wholly owned subsidiaries, NHL, Novomerica Health Group, Inc., Novo Healthnet Rehab Limited, Novo Assessments Inc., PRO-DIP, LLC, Acenzia, Inc., an 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 income is attributed to the shareholders of the Company and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance on consolidation. Noncontrolling Interest The Company follows FASB ASC Topic 810, Consolidation, The net income (loss) attributed to the NCI is separately designated in the accompanying consolidated statements of operations and comprehensive loss. Cash Equivalents For the purpose of the 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 August 31, 2021 and 2020, the allowance for uncollectible accounts receivable was $ 1,097,628 518,031 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 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 August 31, 2021, the Company’s allowance for slow moving or obsolete inventory was $ 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. During the years ended August 31, 2021 and 2020, the Company wrote off $ 0 29,744 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 August 31, 2021 and 2020, the Company believes there was no impairment of its intangible assets. Right-of-use Assets The Company’s right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases, which 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 August 31, 2020, 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 Summary of changes in goodwill by acquired businesses is as follows: Schedule of Changes in Goodwill APKA EFL Rockland Acenzia Total Balance, August 31, 2019 $ 187,675 $ 217,703 $ 217,703 $ - $ 623,081 Foreign currency translation adjustment 4,175 4,843 4,843 - 13,861 Balance, August 31, 2020 191,850 222,546 222,546 - 636,942 Goodwill acquired with purchase of business - - - 8,726,949 8,726,949 Impairment of goodwill - (99,593 ) - - (99,593 ) Foreign currency translation adjustment 6,075 6,886 7,047 (202,427 ) (182,419 ) Balance, August 31, 2021 $ 197,925 $ 129,839 $ 229,593 $ 8,524,522 $ 9,081,879 Acquisition Deposits The Company has signed letters of understanding with a potential acquisition candidate which includes refundable acquisition deposits totaling $ 383,700 10 September 1, 2022 Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, other receivables, accounts payable, government loans and notes 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 balance sheets for cash, accounts receivable, current portion of other receivables, and current liabilities, including accounts payable, short-term notes payable, due to related parties and finance lease obligations, 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 August 31, 2021 and 2020, respectively, the Company did not identify any financial assets and liabilities required to be presented on the balance sheet at fair value, except for cash and cash equivalents which are carried at fair value using Level 1 inputs. Revenue Recognition The 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 consolidated balance sheets. Sales returns and allowances were insignificant for the years ended August 31, 2021 and 2020. 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 4,237,650 1,784,500 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 $ 991,077 and $ 1,199,696 at August 31, 2021 and 2020, respectively, are classified as an item of other comprehensive income in the stockholders’ equity section of the consolidated balance sheet. Statement of Cash Flows Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the 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 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 | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 3 – Related Party Transactions Due to related parties Amounts loaned to the Company by stockholders and officers of the Company are payable upon demand and unsecured. At May 31, 2022 and August 31, 2021, the amount due to related parties was $ 456,528 478,920 384,723 22,763 6 49,042 13.75 407,052 22,783 6 49,085 13.75 | 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 August 31, 2021 and 2020, the amount due to related parties was $ 478,920 528,213 407,052 22,783 49,085 13.75% 458,550 22,084 47,579 The Company leased office space from a related party on a month-to-month basis with monthly lease payments of $ 1,487 On July 21, 2020, a related party converted $ 226,363 15,091 15.00 On July 21, 2020, the Company made a partial repayment of a debenture due to a related party of $ 267,768 . The remaining principal balance of debentures due to related parties at August 31, 2021 and 2020 was $ 982,205 and $ 952,058 , respectively. |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory | Note 5 – Inventory Inventory at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Inventory May 31, August 31, 2022 2021 Raw materials $ 1,162,067 $ 1,017,566 Work in process 144,500 144,628 Finished Goods 404,273 243,912 Inventory Gross 1,710,840 1,406,106 Allowance for slow moving and obsolete inventory (1,065,777 ) (1,066,721 ) Inventory, net $ 645,063 $ 339,385 | Note 4 – Inventory Inventory at August 31, 2021 and 2020 consisted of the following: Schedule of Inventory 2021 2020 Raw materials $ 1,017,566 $ - Work in process 144,628 - Finished Goods 243,912 - Inventory, Gross 1,406,106 - Allowance for slow moving and obsolete inventory (1,066,721 ) - Inventory, net $ 339,385 $ - |
Accounts Receivables, net
Accounts Receivables, net | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Receivables [Abstract] | ||
Accounts Receivables, net | Note 4 – Accounts Receivables, net Accounts receivables, net at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Accounts Receivables, Net May 31, August 31, 2022 2021 Trade receivables $ 5,739,193 $ 2,411,499 Amounts earned but not billed 132,430 154,558 Accounts receivable gross 5,871,623 2,566,057 Allowance for doubtful accounts (705,384 ) (1,097,628 ) Accounts receivable, net $ 5,166,239 $ 1,468,429 | Note 5 – Accounts Receivables, net Accounts receivables, net at August 31, 2021 and 2020 consisted of the following: Schedule of Accounts Receivables, Net 2021 2020 Trade receivables $ 2,411,499 $ 1,948,520 Amounts earned but not billed 154,558 301,943 Accounts receivable, Gross 2,566,057 2,250,463 Allowance for doubtful accounts (1,097,628 ) (518,031 ) Accounts receivable, net $ 1,468,429 $ 1,732,432 |
Other Receivables
Other Receivables | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Receivables [Abstract] | ||
Other Receivables | Note 6 – Other Receivables Other receivables at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Other Receivables May 31, August 31, 2022 2021 Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrued interest at 8 March 1, 2019 $ - $ 296,888 Advance to corporation; accrues interest at 12 January 31, 2023 79,100 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 508,613 509,063 Advance to corporation; accrues interest at 10 September 1, 2022 395,500 395,850 Total other receivables 1,209,137 1,506,895 Current portion (1,209,137 ) (814,157 ) Long-term portion $ - $ 692,738 | Note 6 – Other Receivables Other receivables at August 31, 2021 and 2020 consisted of the following: Schedule of Other Receivables 2021 2020 296,888 287,775 Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrued interest at 8% March 1, 2019 $ 296,888 $ 287,775 Advance to corporation; accrues interest at 12% December 31, 2021 79,170 76,740 Advance to corporation; accrues interest at 10% March 1, 2022 225,924 225,924 Advance to corporation; accrues interest at 12% February 1, 2022 509,063 - Advance to corporation; accrues interest at 10% September 1, 2022 395,850 - Total other receivables 1,506,895 590,439 Current portion (814,157 ) (302,664 ) Long-term portion $ 692,738 $ 287,775 During the year ended August 31, 2020, the Company settled other receivable for less than the amount due and recognized a loss on settlement of $ 74,360 29,744 |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 7 – Property and Equipment Property and equipment at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Property and Equipment May 31, August 31, 2022 2021 Land $ 474,600 $ 475,020 Building 3,559,500 3,562,650 Leasehold improvements 861,188 691,318 Clinical equipment 1,973,582 1,875,537 Computer equipment 27,116 24,679 Office equipment 49,842 46,510 Furniture and fixtures 40,983 41,019 Property and equipment gross 6,986,811 6,716,733 Accumulated depreciation (1,055,128 ) (646,442 ) Total $ 5,931,683 $ 6,070,291 Depreciation expense for the nine months ended May 31, 2022 and 2021 was $ 408,589 and $ 57,840 , respectively. Certain property and equipment have been used to secure notes payable (See Note 10). | Note 7 – Property and Equipment Property and equipment at August 31, 2021 and 2020 consisted of the following: Schedule of Property and Equipment 2021 2020 Land $ 475,020 $ - Building 3,562,650 - Leasehold improvements 691,318 465,857 Clinical equipment 1,875,537 301,337 Computer equipment 24,679 23,921 Office equipment 46,510 29,229 Furniture and fixtures 41,019 39,760 6,716,733 860,104 Accumulated depreciation (646,442 ) (506,444 ) Total $ 6,070,291 $ 353,660 Depreciation expense for the years ended August 31, 2021 and 2020 was $ 123,461 75,726 Certain property and equipment has been used to secure notes payable (See Note 10). |
Intangible Assets
Intangible Assets | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | Note 8 – Intangible Assets Intangible assets at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Intangible Assets May 31, August 31, 2022 2021 Land use rights $ 21,600,000 $ 21,600,000 Software license 1,144,798 1,144,798 Intellectual property 11,495,963 9,388,065 Customer relationships 786,608 787,304 Brand names 2,064,115 2,065,941 37,091,484 34,986,108 Accumulated amortization (4,898,626 ) (2,956,609 ) Total $ 32,192,858 $ 32,029,499 Amortization expense for the nine months ended May 31, 2022 and 2021 was $ 1,940,845 1,061,085 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 May 31, 2023 $ 2,690,018 2024 2,690,018 2025 2,690,018 2026 2,662,926 2027 2,115,863 Thereafter 19,344,015 Total $ 32,192,858 | Note 8 – Intangible Assets Intangible assets at August 31, 2021 and 2020 consisted of the following: Schedule of Intangible Assets 2021 2020 Land use rights $ 21,600,000 $ 21,600,000 Software license 1,144,798 1,144,798 Intellectual property 9,388,065 5,248,000 Customer relationships 787,304 - Brand names 2,065,941 - Assembled workforce 421,003 - 35,407,111 27,992,798 Accumulated amortization (2,970,643 ) (1,369,350 ) Total $ 32,436,468 $ 26,623,448 Amortization expense for the years ended August 31, 2021 and 2020 was $ 1,600,661 1,369,350 Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Schedule of Expected Amortization Expense of Intangible Assets 2022 $ 2,473,490 Years Ending August 31, 2022 $ 2,473,490 2023 2,473,490 2024 2,473,490 2025 2,473,490 2026 2,379,029 Thereafter 20,163,479 Total $ 32,436,468 On December 17, 2019, the Company entered into that certain Intellectual Property Asset Purchase Agreement (the “APA”) by and between the Company and 2731861 Ontario Corp. (the “Seller”), pursuant to which the Company agreed to purchase, and Seller agreed to sell (the “Acquisition”), proprietary designs for an innovative cannabis dosing device, in addition to designs, plans, procedures, and all other material pertaining to the application, construction, operation, and marketing of a cannabis business under the regulations of Health Canada (the “Intellectual Property”). Pursuant to the terms of the APA, the purchase price of the Intellectual Property is 800,000 5,248,000 On February 26, 2019, the Company and NHL entered into a Software License Agreement (the “Cloud DX License”) with Cloud DX Inc. (“Cloud DX”), pursuant to which Cloud DX agreed to sell, and NHL agreed to purchase, a fully paid up, perpetual license, with 5-year conditional exclusivity, for the Cloud DX Bundled Pulsewave PAD-1A USB Blood Pressure Device, up-to-date product releases and Licensed Software Products (the “Licensed Software”). Pursuant to the terms of the Cloud DX License, Cloud DX also agreed to sell, and NHL agreed to purchase, 4,000 fully functional Pulsewave PAD 1A USB blood pressure monitor devices bundled with the perpetual license discussed above (the “Bundled Devices”). The Cloud DX License granted to NHL and its majority-owned subsidiaries, holding companies, divisions and affiliates, other than physiotherapy clinics owned and operated by Closing The Gap Healthcare Inc., the right to use and sub-license the Licensed Software and re-sell the Bundled Devices pursuant to the terms of the Cloud DX License in the physical therapy clinic marketplace in North America in exchange for the purchase price as set forth below: ● Upon the closing, the Company issued 45,835 1,000,000 758,567 ● Cloud DX agreed to invoice CAD$ 250,000 189,642 Schedule of Software Deliverables and Payments Cloud DX deliverable Novo payment (terms: Net 15) Heart Friendly Program launches in Clinic #1 CAD$ 50,000 37,929 Novo-branded Android app delivered as APK file CAD$ 35,000 26,550 Novo-branded Clinical portal website delivered CAD$ 35,000 26,550 Pulsewave PAD-1A devices – 1 st CAD$ 20,000 15,171 Marketing services / materials delivered CAD$ 25,000 18,964 Cloud DX hires dedicated Novo support FTE CAD$ 85,000 64,478 On March 9, 2020, the Company and NHL entered into that certain First Amendment to Cloud DX Perpetual Software License Agreement (the “Cloud DX Amendment”) with Cloud DX, effective March 6, 2020, pursuant to which the parties thereto agreed that the CAD$ 250,000 186,231 46,558 200,000 50,000 Except as set forth in the Cloud DX Amendment, the remaining terms and conditions of the Cloud DX License remain in full force and effect. In connection with the acquisition of PRO-DIP (see Note 15) the Company acquired intellectual property valued at $ 455,752 In connection with the acquisition of Acenzia (See Note 15) the Company acquired the following intangible assets: intellectual property valued at $ 2,875,000 806,000 2,115,000 431,000 |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | Note 9 – Accrued Expenses Accrued expenses at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Accrued Expenses May 31, August 31, 2022 2021 Accrued liabilities $ 1,023,005 $ 811,660 Accrued payroll 182,231 279,018 Unearned revenue 38,556 38,631 Accrued expenses $ 1,243,792 $ 1,129,309 | Note 9 – Accrued Expenses Accrued expenses at August 31, 2021 and 2020 consisted of the following: Schedule of Accrued Expenses 2021 2020 Accrued liabilities $ 811,660 $ 37,457 Accrued payroll 279,018 117,823 Unearned revenue 38,631 39,428 Accrued expenses $ 1,129,309 $ 194,708 |
Government Loans and Note Payab
Government Loans and Note Payable and Government Subsidy | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Government Loans And Note Payable And Government Subsidy | ||
Government Loans and Note Payable and Government Subsidy | Note 10 – Government Loans and Notes Payable Government Loans and Note Payable and Government Subsidy Notes payable at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Governmental Loans and Note Payable May 31, August 31, 2022 2021 Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program (A). 94,920 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 December 31, 2028 30,712 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 5,418,701 9,619,253 Less current portion (5,260,056 ) (4,485,649 ) Long-term portion $ 158,645 $ 5,133,604 (A) The Government of Canada launched CEBA 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 63,280 If the loan amount is paid on or before December 31, 2023, 25 75 60,000 20,000 31,640 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 75 731,000 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 May 31, 2023 $ 5,260,056 2024 99,822 2025 5,343 2026 5,790 2027 6,244 Thereafter 41,446 Total $ 5,418,701 | Note 10 – Government Loans and Note Payable and Government Subsidy Governmental loans and note payable at August 31, 2021 and 2020 consisted of the following: Schedule of Governmental Loans and Note Payable 2021 2020 Note payable issued under the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The loan has terms of 24 months and accrues interest at 1% $ - $ 21,900 Note payable issued under the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The loan has terms of 24 months 1% $ - $ 21,900 Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program (A). 63,336 61,392 Note payable to the Small Business Administration (“SBA”). The note bears interest at 3.75% monthly 190 40,320 - Note payable dated December 3, 2019; accrues interest at 3% June 30, 2022 5,069,858 - Note payable dated December 3, 2018; accrues interest at 4.53% annual 4,000 December 2, 2028 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 9,619,253 83,292 Less current portion (4,485,649 ) (83,292 ) Long-term portion $ 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 63,336 December 31, 2022 If the loan amount is paid on or before December 31, 2022, 25% Government Subsidy In 2020, the Government of Canada announced the Canada Emergency Wage Subsidy (“CEWS”) for Canadian employers whose businesses were affected by the COVID-19 pandemic. The CEWS provides a subsidy of up to 75% of eligible employees’ employment insurable remuneration, subject to certain criteria. Accordingly, the Company applied for the CEWS to the extent it met the requirements to receive the subsidy and during the year ended August 31, 2021, recorded a total of approximately $ 731,000 Future scheduled maturities of outstanding government loans and notes payable are as follows: Schedule of Future Maturities Outstanding of Governmental Loans and Note Payable 2022 $ 4,485,649 Years Ending August 31, 2022 $ 4,485,649 2023 5,074,763 2024 5,346 2025 5,793 2026 6,247 Thereafter 41,455 Total $ 9,619,253 |
Debentures, Related Parties
Debentures, Related Parties | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
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 (approximately $ 6,225,163 on September 30, 2013) in connection with the acquisition of certain business assets. The holders of the debentures are current stockholders, officers and/or affiliates of the Company. The debentures are secured by all the assets of the Company, accrue interest at 8 % per annum and were originally due on September 30, 2016 . On December 2, 2017, the debenture holders agreed to extend the due date to September 30, 2019 . On September 27, 2019, the debenture holders agreed to extend the due date to September 30, 2021. On November 2, 2021, the debenture holders agreed to extend the due date to 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 May 31, 2022 and August 31, 2021, the amount of debentures outstanding was $ 981,337 982,205 | Note 11 – Debentures, related parties 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 September 30, 2021 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 August 31, 2021 and 2020, the amount of debentures outstanding was $ 982,205 952,058 |
Leases
Leases | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
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 May 31, 2022 and August 31, 2021: Schedule of Lease Related Assets and Liabilities May 31, August 31, 2022 2021 Classification on Balance Sheet Assets Operating lease assets Operating lease right of use assets $ 2,222,970 $ 2,543,396 Total lease assets $ 2,222,970 $ 2,543,396 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 544,690 $ 530,797 Noncurrent liabilities Operating lease liability Long-term operating lease liability 1,734,790 2,057,805 Total lease liability $ 2,279,480 $ 2,588,602 Future minimum operating lease payments are as follows: Schedule of Lease Obligations Twelve Months Ending May 31, 2023 $ 707,309 2024 491,435 2025 406,221 2026 379,585 2027 378,902 Thereafter 464,438 Total payments 2,827,890 Amount representing interest (548,410 ) Lease obligation, net 2,279,480 Less lease obligation, current portion (544,690 ) Lease obligation, long-term portion $ 1,734,790 During the nine months ended May 31, 2022, the Company entered into new lease obligation of $ 100,711 The lease expense for the nine months ended May 31, 2022 and 2021 was $ 567,772 629,029 556,445 621,228 5.55 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 May 31, 2022 and August 31, 2021 is as follows: Schedule of Finance Leases May 31, August 31, 2022 2021 Cost $ 209,457 $ 209,457 Accumulated amortization (178,383 ) (136,491 ) Net book value $ 31,074 $ 72,966 Future minimum finance lease payments are as follows: Schedule of Future Minimum Lease Payments Twelve Months Ending May 31, 2023 $ 16,631 2024 8,092 Total payments 24,723 Amount representing interest (178 ) Lease obligation, net 24,545 Less lease obligation, current portion (15,982 ) Lease obligation, long-term portion $ 8,563 | Note 12 – 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 consolidated balance sheets as of August 31, 2021 and 2020: Schedule of Lease Related Assets and Liabilities 2021 2020 Classification on Balance Sheet Assets Operating lease assets Operating lease right of use assets $ 2,543,396 $ 2,810,556 Total lease assets $ 2,543,396 $ 2,810,556 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 530,797 $ 563,793 Noncurrent liabilities Operating lease liability Long-term operating lease liability 2,057,805 2,266,887 Total lease liability $ 2,588,602 $ 2,830,680 Lease obligations at August 31, 2021 consisted of the following: Schedule of Lease Obligations Years Ending August 31, 2022 $ 717,772 2023 649,974 2024 444,301 2025 366,620 2026 351,434 Thereafter 728,841 Total payments 3,258,942 Amount representing interest (670,340 ) Lease obligation, net 2,588,602 Less lease obligation, current portion (530,797 ) Lease obligation, long-term portion $ 2,057,805 During the year ended August 31, 2021, the Company entered into new lease obligation of $ 296,317 The lease expense for the years ended August 31, 2021 and 2020 was $ 858,847 788,272 834,502 772,798 At August 31, 2021, the weighted average remaining lease terms were 5.98 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 balance sheet at August 31, 2021 is as follows: Schedule of Finance Leases Cost $ 209,457 Accumulated amortization (136,491 ) Net book value $ 72,966 Future minimum finance lease payments are as follows: Schedule of Future Minimum Lease Payments Years Ending August 31, 2022 $ 25,153 2023 9,719 2024 5,669 Total payments 40,541 Amount representing interest (1,140 ) Lease obligation, net 39,401 Less lease obligation, current portion (23,184) Lease obligation, long-term portion $ 16,217 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
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. At May 31, 2022 and August 31, 2021, there were 30,659,073 26,610,144 During the nine months ended May 31, 2022, the Company issued: ● 35,000 64,750 September 16, 2021 ● 2,000,000 November 17, 2021 1,875,000 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 ● 50,000 restricted shares of common stock as consideration for an Independent Contractor Agreement valued at $ 138,000 March 18, 2022 ● 25,000 69,000 March 18, 2022 ● 800,000 restricted shares of common stock as consideration for a Membership Interest Purchase Agreement valued at $ 1,704,000 April 7, 2022 ● 50,000 107,000 May 2, 2022 ● 225,000 restricted shares of common stock issued for NHL Exchangeable Shares under the terms and conditions of a Share Exchange Agreement which closed on June 24, 2021. The fair value was determined based on the market price of the Company’s common stock on the date of closing. The shares were issued on May 11, 2022 ● 623,929 shares of common stock as consideration for payment of an aggregate principal amount of $ 1,244,444 3,405 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 authorized 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. The Company chose not to cumulatively increase the shares authorized for issuance under the 2021 Plan effective January 1, 2022. As of May 31, 2022, the 2021 Plan had 4,039,315 The following is a summary of stock options activity: Schedule of Stock Option and Warrant 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, May 31, 2022 2,179,585 2.16 2.74 $ 658,069 Exercisable, May 31, 2022 1,968,096 $ 2.25 2.52 $ 505,797 The exercise price for stock options outstanding at May 31, 2022: Schedule of Options and Warrants Outstanding and Exercisable Outstanding Exercisable Number of Exercise Number of Exercise Options Price Options Price 281,985 $ 1.33 70,496 $ 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 1,968,096 For options granted during the nine months ended May 31, 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 nine months ended May 31, 2021 where the exercise price equaled the stock price at the date of the grant, the weighted-average fair value of such options was $ 3.76 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 $ 289,892 88,855 273,991 The assumptions used in calculating the fair value of options granted using the Black-Scholes option-pricing model for options granted are as follows for the options granted during the nine months ended May 31, 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, May 31, 2022 8,445,264 2.42 3.75 $ 291,667 Exercisable, May 31, 2022 8,445,264 $ 2.42 3.75 $ 291,667 The exercise price for warrants outstanding at May 31, 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 | Note 13 – 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 26,610,144 23,466,236 During the fiscal year ended August 31, 2021, the Company issued: ● 21,905 92,000 ● 15,000 55,500 ● 50,000 192,500 ● 240,000 876,000 3.65 ● 957 ● 7,500 12,000 ● 100,000 375,000 ● 9,913 37,172 ● 2,388,050 3.35 764,388 ● 189,796 430,837 2.27 ● 120,787 215,000 During the fiscal year ended August 31, 2020, the Company issued: ● 800,000 5,248,000 6.56 ● 96,558 386,231 4.00 ● 15,091 304,321 226,363 15.00 ● 100,000 340,000 ● 50,000 250,000 ● 35,437 113,399 Common Stock to be Issued In connection with the acquisition of Acenzia (See Note 15), the Company is obligated to issue 3,622,199 Stock Options and Warrants On September 8, 2015, the Company’s Board of Directors and stockholders holding a majority of the Company’s outstanding common stock approved the Novo Integrated Sciences, Inc. 2015 Incentive Compensation Plan (the “2015 Plan”), which authorizes the issuance of up to 500,000 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 4,369,300 The following is a summary of stock option/warrant activity: Schedule of Stock Option and Warrant Activity Weighted Weighted Average Options/ Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2019 1,009,500 3.00 3.58 $ 1,141,500 Granted 775,000 3.00 Forfeited - Exercised - Outstanding, August 31, 2020 1,784,500 2.20 4.09 $ 3,173,800 Granted 2,460,650 3.36 Forfeited - Exercised (7,500 ) 1.60 Outstanding, August 31, 2021 4,237,650 2.89 4.26 $ 218,240 Exercisable, August 31, 2021 4,207,400 $ 2.88 4.25 $ 218,240 The exercise price for options/warrants outstanding at August 31, 2021: Schedule of Options and Warrants Outstanding and Exercisable Outstanding Exercisable Number of Number of Options/ Exercise Options/ Exercise Warrants Price Warrants Price 997,000 $ 1.60 997,000 $ 1.60 775,000 3.00 775,000 3.00 2,388,050 3.35 2,388,050 3.35 72,600 3.80 42,350 3.80 5,000 5.00 5,000 5.00 4,237,650 4,207,400 For options granted during fiscal year ended August 31, 2021 where the exercise price equaled the stock price at the date of the grant, the weighted-average fair value of such options was $ 3.76 3.80 For options granted during the fiscal year ended August 31, 2020 where the exercise price equaled the stock price at the date of the grant, the weighted-average fair value of such options was $ 2.92 3.00 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 $ 155,496 2,265,211 111,068 The assumptions used in calculating the fair value of options granted using the Black-Scholes option-pricing model for options granted are as follows: Schedule of Fair Value of Options Granted by Using Valuation Assumptions Years Ended August 31, 2021 2020 Risk-free interest rate 0.42 % 0.21 % Expected life of the options 2.5 2.5 Expected volatility 268 % 281 % Expected dividend yield 0 % 0 % During the year ended August 31, 2020, the Company re-priced the exercise price of 449,500 1.60 437,000 62,822 |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 – Income Taxes The Company’s Canadian subsidiaries are subject to the income tax laws of the Province of Ontario and the country of Canada. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax assets as of August 31, 2021 and 2020 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, it determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its business model. The current and deferred income tax expenses for the year ended August 31, 2021 and 2020 were $nil. A reconciliation of the differences between the effective and statutory income tax rates are as follows: Schedule of Effective and Statutory Income Tax Rates Year Ended August 31, 2021 Canada United States Total Combined statutory tax rate 26.5 % 27.0 % Pretax loss $ (1,102,559 ) $ (3,359,588 ) $ (4,462,147 ) Expected income tax benefit (292,178 ) -26.5 % (907,089 ) -27.0 % (1,199,267 ) Stock based compensation - 0.0 % 278,281 8.3 % 278,281 Change in valuation allowance 292,178 26.5 % 628,808 18.7 % 920,986 $ - 0.0 % $ - 0.0 % $ - 0.0 % Year Ended August 31, 2020 Canada United States Total Combined statutory tax rate 26.5 % 27.0 % Pretax loss $ (232,991 ) $ (4,682,163 ) $ (4,915,154 ) Expected income tax benefit (61,743 ) -26.5 % (1,264,184 ) -27.0 % (1,325,927 ) Stock based compensation - 0.0 % 787,869 16.8 % 787,869 Change in valuation allowance 61,743 26.5 % 476,315 10.2 % 538,058 $ - 0.0 % $ - 0.0 % $ - 0.0 % At August 31, 2021 and 2020, the significant components of the deferred tax asset and liability are summarized below: Schedule of the Deferred Tax Assets 2021 2020 Deferred tax asset: Net operating loss carryforwards $ 4,168,876 $ 2,913,805 Total deferred tax asset 4,168,876 2,913,805 Less: valuation allowance (4,168,876 ) (2,913,805 ) Total deferred tax asset - - Deferred tax liability: Intangible assets (1,500,372 ) - Total deferred tax liability (1,500,372 ) - Net deferred tax liability $ (1,500,372 ) $ - The valuation allowance for the years ended August 31, 2021 and 2020 increased by $ 1,255,071 787,060 The Company has recorded as of August 31, 2021 and 2020 a valuation allowance of $ 4,168,876 2,913,805 The Company conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of August 31, 2021 and 2020. As of August 31, 2021, the Company has net operating loss carry-forward of approximately $ 5,577,000 5,643,000 |
Acquisitions
Acquisitions | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
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 1,521,348 115,427 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 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 This acquisition was considered an acquisition of a business under ASC 805. From the date of acquisition until May 31, 2022, 1285 had revenues of $ 54,414 15,999 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 $ 7,629 Accounts receivable 2,754 Property and equipment 8,813 Goodwill 31,705 Minority interest (25,401 ) Purchase price $ 25,500 The purchase price was paid as follows: Summary of Purchase Price Cash $ - Common stock to be issued 25,500 $ 25,500 The purchase of 1285 was not considered significant for accounting purposes; therefore, pro forma financial statements are not presented. 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 This acquisition was considered an acquisition of a business under ASC 805. From the date of acquisition until May 31, 2022, PTHPC had revenues of $ 118,742 17,619 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 $ 18,383 Accounts receivable 44,289 Prepaid expenses and other current assets 11,292 Property and equipment 9,475 Goodwill 151,686 Purchase price $ 235,125 The purchase price was paid as follows: Summary of Purchase Price Cash $ - Common stock to be issued 235,125 $ 235,125 The purchase of PTHPC was not considered significant for accounting purposes; therefore, pro forma financial statements are not presented. 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, CCI, each of the members of CCI (the “CCI Members”), and Dr. Joseph Chalil as the representative of the CCI 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 CCI 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 This acquisition was considered an acquisition of a business under ASC 805. From the date of acquisition until May 31, 2022, CCI had revenues of $ 0 717 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 $ 2,186 Goodwill 1,701,814 Purchase price $ 1,704,000 The purchase price was paid as follows: Summary of Purchase Price Cash $ - Common stock 1,704,000 $ 1,704,000 The purchase of CCI was not considered significant for accounting purposes; therefore, pro forma financial statements are not presented. | Note 15 – Acquisitions Acquisition of Assets On December 11, 2020, the Company entered into that certain Asset Purchase Agreement by and between the Company and 2794512 Ontario Inc. (the “Seller”) (the “2794512 APA”), pursuant to which the Company agreed to purchase, and Seller agreed to sell, generic primary and sub-primary drug formulations (known as bioequivalence) of name brand pharmaceutical reference products related to usage as injectables, ophthalmic, and topical applications. Pursuant to the terms of the 2794512 APA, the purchase price is $ 876,000 240,000 3.65 Acquisition of Businesses On May 24, 2021, the Company’s acquired PRO-DIP, LLC, to complement several of the Company’s growth initiatives (i) to build a health science related IP portfolio, and (ii) deliver wellness and preventative healthcare products to the marketplace. This acquisition was considered an acquisition of a business under ASC 805. From the period from the acquisition date to August 31, 2021, PRO-DIP LLC had revenues of $ 1,172 106,706 On May 28, 2021, the Company and NHL entered into a Share Exchange Agreement (the “ACZ SEA”) by and among the Company and NHL, on the one hand, and Acenzia Inc., Avec8 Holdings Inc., Ambour Holdings Inc., Indrajit Sinha, Grant Bourdeau and Derrick Bourdeau, on the other hand (collectively the “ACZ Shareholders”). On June 24, 2021, pursuant to the terms of the ACZ SEA, the acquisition of Acenzia by NHL closed. On October 22, 2021, the parties (i) set the final Purchase Price, as determined by the Post-Closing Purchase Price Adjustment, at a value of $ 14,162,795 3,622,199 3.91 9,236,607 446,390 549,666 A summary of the purchase price allocation for Acenzia and PRO-DIP at fair value is below. Summary of Purchase Price Allocation at Fair Value Acenzia PRO-DIP Cash and cash equivalents $ 3,738,171 $ - Accounts receivable 808,165 - Inventory 195,518 9,050 Prepaid expenses and other current assets 3,594 - Property and equipment 5,687,988 16,355 Intangible assets 6,227,000 455,752 Goodwill 8,726,949 - Accounts payable and accrued expenses (1,845,114 ) - Due to related party (185,614 ) - Note payable (12,534,593 ) (40,320 ) Deferred tax liability (1,536,000 ) - Lease obligation (49,457 ) - Purchase price $ 9,236,607 $ 440,837 The purchase price was paid as follows: Summary of Purchase Price Acenzia PRO-DIP Cash $ - $ 10,000 Issuance of common stock - 430,837 Common stock to be issued 9,236,607 - $ 9,236,607 $ 440,837 The following are the unaudited pro forma results of operations for the years ended August 31, 2021 and 2020, as if Acenzia and PRO-DIP had been acquired on September 1, 2019. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. Summary of Unaudited Pro Forma Results of Operations 2021 2020 Pro Forma Combined Financials (unaudited) Years Ended August 31, 2021 2020 Sales $ 12,860,406 $ 14,047,859 Cost of goods sold 8,231,486 8,420,513 Gross profit 4,628,920 5,627,346 Operating expenses 10,285,972 14,091,463 Loss from operations (5,657,052 ) (8,464,117 ) Net loss (6,335,783 ) (9,421,409 ) Loss per share (0.22 ) (0.35 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
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 unaudited condensed consolidated financial position as of May 31, 2022, results of operations, cash flows or liquidity of the Company. | Note 16 – 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 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 consolidated financial position, results of operations, cash flows or liquidity. |
Segment Reporting
Segment Reporting | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Segment Reporting [Abstract] | ||
Segment Reporting | Note 17 – Segment Reporting ASC Topic 280, Segment Reporting The following tables summarize the Company’s segment information for the three and nine months ended May 31, 2022 and 2021: Schedule of Segment Reporting Information Healthcare services $ - $ - $ - $ - Three Months Ended May 31, Nine Months Ended May 31, 2022 2021 2022 2021 Sales Healthcare services $ 2,199,889 $ 2,380,974 $ 6,253,089 $ 6,612,374 Product sales 11,651,994 - 13,629,944 - Corporate - - - - $ 13,851,883 $ 2,380,974 $ 19,883,033 $ 6,612,374 Gross profit Healthcare services $ 939,542 $ 1,280,458 $ 2,499,608 $ 2,843,354 Product sales 1,469,340 - 2,392,094 - Corporate - - - - $ 2,408,882 $ 1,280,458 $ 4,891,702 $ 2,843,354 Income (loss) from operations Healthcare services $ (239,981 ) $ 255,129 $ (616,303 ) $ (99,454 ) Product sales 336,348 - (509,342 ) - Corporate (1,299,113 ) (657,101 ) (3,561,436 ) (2,386,186 ) $ (1,202,746 ) $ (401,972 ) $ (4,687,081 ) $ (2,485,640 ) Depreciation and amortization Healthcare services $ 249,831 $ 13,902 $ 393,942 $ 57,840 Product sales 266,166 - 852,692 - Corporate 367,600 367,600 1,102,800 1,061,085 Depreciation and amortization $ 881,597 $ 381,502 $ 2,349,434 $ 1,118,925 Capital expenditures Healthcare services $ - $ 200,751 $ 175,418 $ 201,369 Product sales - - 15,555 - Corporate - - - - Capital expenditures $ - $ 200,751 $ 190,973 $ 201,369 Interest expenses Healthcare services $ 14,532 $ 21,701 $ 54,686 $ 68,590 Product sales 94,765 - 1,067,211 - Corporate 404,101 - 686,413 - Interest expenses $ 513,398 $ 21,701 $ 1,808,310 $ 68,590 Net loss Healthcare services $ (252,122 ) $ 235,867 $ (663,646 ) $ (160,492 ) Product sales (21,153 ) - (2,641,091 ) - Corporate (3,470,750 ) (651,138 ) (7,123,887 ) (2,368,473 ) Net income (loss) $ (3,744,025 ) $ (415,271 ) $ (10,428,624 ) $ (2,528,965 ) Healthcare services $ - $ - As of As of May 31, August 31, 2022 2021 Total assets Healthcare services $ 6,491,538 $ 7,318,888 Product sales 24,830,711 21,427,285 Corporate 40,470,565 33,212,108 Total assets $ 71,792,814 $ 61,958,281 Accounts receivable Healthcare services $ 815,833 $ 953,919 Product sales 1,764,474 514,510 Corporate 2,585,932 - Accounts receivable $ 5,166,239 $ 1,468,429 Intangible assets Healthcare services $ - $ - Product sales 7,224,895 5,958,736 Corporate 24,967,963 26,070,763 Intangible assets $ 32,192,858 $ 32,029,499 Goodwill Healthcare services $ 741,209 $ 557,357 Product sales 8,923,595 8,931,491 Corporate 1,701,814 - Goodwill $ 11,366,618 $ 9,488,848 | Note 17 – Segment Reporting ASC Topic 280, Segment Reporting two The following tables summarize the Company’s segment information for the years ended August 31, 2021 and 2020: Schedule of Segment Reporting Information Years Ended August 31, 2021 2020 Sales Healthcare services $ 8,857,693 $ 7,860,567 Product manufacturing and development 447,562 - Corporate - - $ 9,305,255 $ 7,860,567 Gross profit Healthcare services $ 3,694,512 $ 3,058,372 Product manufacturing and development 128,486 - Corporate - - $ 3,822,998 $ 3,058,372 Income (loss) from operations Healthcare services $ (516,437 ) $ 442,656 Product manufacturing and development (580,523 ) - Corporate (3,276,559 ) (4,705,254 ) $ (4,373,519 ) $ (4,262,598 ) Depreciation and amortization Healthcare services $ 91,978 $ 75,726 Product manufacturing and development 203,459 - Corporate 1,428,685 1,369,350 $ 1,724,122 $ 1,445,076 Capital expenditures Healthcare services $ 216,284 $ 12,110 Product manufacturing and development 39,665 - Corporate - - $ 255,949 $ 12,110 Interest expenses Healthcare services $ 89,154 $ 156,662 Product manufacturing and development 75,849 - Corporate - - $ 165,003 $ 156,662 Net loss Healthcare services $ (552,893 ) $ (232,991 ) Product manufacturing and development (656,372 ) - Corporate (3,252,882 ) (4,682,163 ) $ (4,462,147 ) $ (4,915,154 ) As of August 31, 2021 2020 Total assets Healthcare services $ 7,318,888 $ 7,607,820 Product manufacturing and development 21,427,285 - Corporate 33,212,108 27,782,798 $ 61,958,281 $ 35,390,618 Accounts receivable Healthcare services $ 953,919 $ 1,732,432 Product manufacturing and development 514,510 - Corporate - - $ 1,468,429 $ 1,732,432 Intangible assets Healthcare services $ - $ - Product manufacturing and development 6,365,705 - Corporate 26,070,763 26,623,448 $ 32,436,468 $ 26,623,448 Goodwill Healthcare services $ 557,357 $ 636,942 Product manufacturing and development 8,524,522 - Corporate - - $ 9,081,879 $ 636,942 All of the property and equipment except for $ 16,355 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 18 – Subsequent Events Promissory Notes Payment On June 1, 2022, the Company paid the balance owed on one of two Terragenx $ 1.875 948,874 Promissory Notes Payment and Extension On June 1, 2022, the Company made a partial payment on principal and interest owed on one of two Terragenx $ 1.875 192,188 November 29, 2022 937,500 Promissory Note Amortization Payment On June 14, 2022, the Company made a cash payment in the aggregate amount of $ 1,391,589 Payment pursuant to the terms and conditions of the $16.66m+ convertible notes Dalcourt and Gaynor Board of Directors Compensation On June 29, 2022, the Board granted Pierre Dalcourt 250,000 5 On June 29, 2022, the Board granted Michael Gaynor 50,000 5 BOD and Committee Changes Effective June 30, 2022, Robert Oliva, Michael Gaynor and Pierre Dalcourt resigned as members of the Board of Directors. Also, effective June 30, 2022, (i) Sarfaraz Ali was appointed as a member of the Board of Directors; (ii) the size of the Board of Directors was reduced from seven to five members. The Board of Directors has undertaken a review of Mr. Ali’s independence and determined that Mr. Ali does not have a material relationship with the Company that could compromise his ability to exercise independent judgment in carrying out his responsibilities and that Mr. Ali is “independent” as that term is defined under the listing standards of The Nasdaq Stock Market LLC 75,000 Robert Mattacchione Christopher David Alex Flesias Michael Pope Sarfaraz Ali Effective June 30, 2022, the Board of Directors appointed Mr. Ali to serve as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. As of June 30, 2022, the Board committee chairs and members are as follows: Audit Committee Compensation Committee Nominating and Corporate Governance Committee Michael Pope Chair Member Member Sarfaraz Ali Member Chair Member Alex Flesias Member Member Chair Promissory Note Payment On June 30, 2022, the Company paid the balance owed on an Acenzia promissory note for an aggregate payment of $ 5,300,000 Restricted Stock Issuance for Independent Contractor Agreement On July 5, 2022, the Company issued 50,000 Promissory Note Conversion 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. On July 12, 2022, a note holder converted $ 25,000 143 12,572 | Note 18 – Subsequent Events 2021 Plan Option Grant On October 1, 2021, the Company granted 48,000 1.87 October 1, 2026 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. Terragenx Share Exchange 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% 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 In addition, the Company will pay a royalty equal to 10% of net revenue (net profit) of all iodine related sales Jefferson Street Capital Stock Purchase Agreement & Secured Convertible Promissory Note On November 17, 2021, the Company and Terra entered into that certain securities purchase agreement (the “Jefferson SPA”), dated as of November 17, 2021, by and among the Company, Terra and Jefferson Street Capital LLC (“Jefferson”). Pursuant to the terms of the Jefferson SPA, (i) the Company agreed to issue and sell to Jefferson the Jefferson Note (as hereinafter defined); (ii) the Company agreed to issue to Jefferson the Jefferson Warrant (as hereinafter defined); and (iii) the Company agreed to issue to Jefferson 1,000,000 750,000 Pursuant to the terms of the Jefferson SPA, on November 17, 2021 May 17, 2022 937,500 937,500 750,000 187,500 1% Any amount of principal, interest or other amount due on the Jefferson Note that is not paid when due will bear interest at the rate of the lesser of (i) 12%, or (b) the maximum rate allowed by law. Jefferson may, at any time, convert all or any portion of the then outstanding and unpaid principal amount and interest into shares of the Company’s common stock at a conversion price of $ 3.35 On November 17, 2021, Jefferson paid the Jefferson Purchase Price of $ 750,000 Terra may prepay the Jefferson Note at any time in accordance with the terms of the Jefferson Note. Except as related to the next transaction after the issue date of the Jefferson Note conducted on the Company’s behalf by the Maxim Group LLC, Terra and the Company agreed to pay to Jefferson on an accelerated basis, any outstanding Principal Amount of the Jefferson Note, along with all unpaid interest, and fees and penalties, if any, from the sources of capital below, at Jefferson’s discretion, it being acknowledged and agreed by Jefferson that the Company and Terra have the right to make bona fide payments to vendors with Company common stock: ● At Jefferson’s option, 15% of the net cash proceeds of any future financings by the Company, Terra or any subsidiary, whether debt or equity, or any other financing proceeds such as cash advances, royalties or earn-out payments. ● All net proceeds from any sale of assets of the Company, Terra or any subsidiaries other than sales of inventory in the ordinary course of business or receipt by the Company or any subsidiaries of any tax credits or collections pursuant to any settlement or judgement. ● Net proceeds resulting from the sale of any assets outside of the ordinary course of business or securities in any subsidiary. Jefferson Street Capital Common Stock Purchase Warrant Also on November 17, 2021, pursuant to the terms of the Jefferson SPA, the Company issued to Jefferson a common stock purchase warrant (the “Jefferson Warrant”) for the purchase of 111,940 3.35 Platinum Point Capital Stock Purchase Agreement & Secured Convertible Promissory Note On November 17, 2021, the Company and Terra entered into that certain securities purchase agreement (the “Platinum SPA”), dated as of November 17, 2021, by and among the Company, Terra and Platinum Point Capital LLC (“Platinum”). Pursuant to the terms of the Platinum SPA, (i) the Company agreed to issue and sell to Platinum the Platinum Note (as hereinafter defined); (ii) the Company agreed to issue to Platinum the Platinum Warrant (as hereinafter defined); and (iii) the Company agreed to issue to Platinum 1,000,000 750,000 Pursuant to the terms of the Platinum SPA, on November 17, 2021 May 17, 2022 937,500 937,500 750,000 187,500 1% Any amount of principal, interest or other amount due on the Platinum Note that is not paid when due will bear interest at the rate of the lesser of (i) 12%, or (b) the maximum rate allowed by law. Platinum may, at any time, convert all or any portion of the then outstanding and unpaid principal amount and interest into shares of the Company’s common stock at a conversion price of $ 3.35 On November 17, 2021, Platinum paid the Platinum Purchase Price of $ 750,000 Terra may prepay the Platinum Note at any time in accordance with the terms of the Platinum Note. Except as related to the next transaction after the issue date of the Platinum Note conducted on the Company’s behalf by the Maxim Group LLC, Terra and the Company agreed to pay to Platinum on an accelerated basis, any outstanding Principal Amount of the Platinum Note, along with all unpaid interest, and fees and penalties, if any, from the sources of capital below, at Platinum’s discretion, it being acknowledged and agreed by Platinum that the Company and Terra have the right to make bona fide payments to vendors with Company common stock: ● At Platinum’s option, 15% of the net cash proceeds of any future financings by the Company, Terra or any subsidiary, whether debt or equity, or any other financing proceeds such as cash advances, royalties or earn-out payments. ● All net proceeds from any sale of assets of the Company, Terra or any subsidiaries other than sales of inventory in the ordinary course of business or receipt by the Company or any subsidiaries of any tax credits or collections pursuant to any settlement or judgement. ● Net proceeds resulting from the sale of any assets outside of the ordinary course of business or securities in any subsidiary. Platinum Point Capital Common Stock Purchase Warrant Also on November 17, 2021, pursuant to the terms of the Platinum SPA, the Company issued to Platinum a common stock purchase warrant (the “Platinum Warrant”) for the purchase of 111,940 3.35 December 2021 Registered Direct Offering On December 14, 2021, the Company entered into a Securities Purchase Agreement with an accredited institutional investor (the “Purchaser”) pursuant to which the Company agreed to issue to the Purchaser and the Purchaser agreed to purchase (the “Purchase”), in a registered direct offering, (i) $ 16,666,666 5,833,334 68,557,248 5,833,334 The Notes have an original issue discount of 10% 15,000,000 5% June 14, 2023 1,388,888 2.00 9.99% If an event of default occurs, the holder may convert all, or any part, of the principal amount of a Note and all accrued and unpaid interest and late charge at an alternate conversion price, as described in the Notes. Subject to certain conditions, the Company has the right to redeem all, but not less than all, of the remaining principal amount of the Notes and all accrued and unpaid interest and late charges in cash at a price equal to 135% of the amount being redeemed. The Warrants are exercisable at an exercise price of $ 2.00 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
May 31, 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 8,333,333 5 June 14, 2023 2.00 In connection with the $16.66m+ convertible notes, 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 $16.66m+ convertible notes 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 $16.66m+ convertible notes of $ 16,666,666 was proportionately allocated to the $16.66m+ convertible notes and the warrants in the amount of $ 11,409,200 and $ 5,257,466 , respectively. The amount allocated to the warrants of $ 5,257,466 was recorded as a discount to the convertible note and as additional paid in capital. The $16.66m+ convertible notes contained an original issue discount totaling $ 1,666,666 and the Company also incurred $ 1,140,000 in loan fees in connection with the $16.66m+ convertible notes. The combined total discount is $ 8,064,132 and will be amortized over the life of the $16.66m+ convertible notes. During the nine months ended May 31, 2022, the Company amortized $ 2,893,927 of the debt discount and as May 31, 2022, the unamortized debt discount was $ 5,170,205 . During the three months ended May 31, 2022, an aggregate of $ 1,244,444 3,405 623,929 Terragenx On November 17, 2021, Terragenx, a 91 1,875,000 937,500 1 May 17, 2022 3.35 In connection with the $1.875m convertible notes, 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 $1.875m convertible notes 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 $1.875m convertible notes of $ 1,875,000 1,579,176 295,824 295,824 375,000 90,000 760,824 760,824 0 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited 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. | Use of Estimates The preparation of 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 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 unaudited condensed consolidated financial statements include the accounts of the Company and entities it controls including its wholly owned subsidiaries, NHL, Acenzia, Novomerica Health Group, Inc. (“NHG”), Novo Healthnet Rehab Limited, Novo Assessments Inc., PRO-DIP, a 91 50.1 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 other comprehensive income (“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. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and entities it controls including its wholly owned subsidiaries, NHL, Novomerica Health Group, Inc., Novo Healthnet Rehab Limited, Novo Assessments Inc., PRO-DIP, LLC, Acenzia, Inc., an 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 income is attributed to the shareholders of the Company and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance on consolidation. |
Noncontrolling Interest | Noncontrolling Interest The Company follows FASB ASC Topic 810, Consolidation, The net income (loss) attributed to the NCI is separately designated in the accompanying condensed consolidated statements of operations and comprehensive loss. | Noncontrolling Interest The Company follows FASB ASC Topic 810, Consolidation, The net income (loss) attributed to the NCI is separately designated in the accompanying 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. | Cash Equivalents For the purpose of the 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 May 31, 2022, and August 31, 2021, the allowance for uncollectible accounts receivable was $ 705,384 1,097,628 | 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 August 31, 2021 and 2020, the allowance for uncollectible accounts receivable was $ 1,097,628 518,031 |
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 May 31, 2022 and August 31, 2021, the Company’s allowance for slow moving or obsolete inventory was $ 1,065,777 1,066,721 | 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 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 August 31, 2021, the Company’s allowance for slow moving or obsolete inventory was $ 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. | 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. During the years ended August 31, 2021 and 2020, the Company wrote off $ 0 29,744 |
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 Leasehold improvements 5 Clinical equipment 5 Computer equipment 3 Office equipment 5 Furniture and fixtures 5 | 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 | 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 | 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 Software license 7 Intellectual property 7 Customer relationships 5 Brand names 7 The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Based on its reviews at May 31, 2022, the Company believes there was no impairment of its 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 August 31, 2021 and 2020, the Company believes there was no impairment of its intangible assets. |
Right-of-use Assets | Right-of-use Assets The Company’s right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases, which 12 months | 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, Acenzia Inc. during fiscal year ended August 31, 2021 and 12858461 Canada Corp., Fairway Physiotherapy and Sports Injury Clinic, and Clinical Consultants International LLC during fiscal year ending August 31, 2022. Based on its review at May 31, 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 | 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 August 31, 2020, 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 Summary of changes in goodwill by acquired businesses is as follows: Schedule of Changes in Goodwill APKA EFL Rockland Acenzia Total Balance, August 31, 2019 $ 187,675 $ 217,703 $ 217,703 $ - $ 623,081 Foreign currency translation adjustment 4,175 4,843 4,843 - 13,861 Balance, August 31, 2020 191,850 222,546 222,546 - 636,942 Goodwill acquired with purchase of business - - - 8,726,949 8,726,949 Impairment of goodwill - (99,593 ) - - (99,593 ) Foreign currency translation adjustment 6,075 6,886 7,047 (202,427 ) (182,419 ) Balance, August 31, 2021 $ 197,925 $ 129,839 $ 229,593 $ 8,524,522 $ 9,081,879 |
Acquisition Deposits | Acquisition Deposits The Company has signed letters of understanding with a potential acquisition candidate which includes refundable acquisition deposits totaling $ 383,700 10 September 1, 2022 | |
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 operating and finance lease liabilities, 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 May 31, 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. | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, other receivables, accounts payable, government loans and notes 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 balance sheets for cash, accounts receivable, current portion of other receivables, and current liabilities, including accounts payable, short-term notes payable, due to related parties and finance lease obligations, 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 August 31, 2021 and 2020, respectively, the Company did not identify any financial assets and liabilities required to be presented on the balance sheet at fair value, except for cash and cash equivalents which are carried at fair value using Level 1 inputs. |
Revenue Recognition | Revenue Recognition The Company’s revenue recognition reflects the updated accounting policies as per the requirements of Accounting Standards Update (“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 May 31, 2022 and 2021. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. | 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 consolidated balance sheets. Sales returns and allowances were insignificant for the years ended August 31, 2021 and 2020. 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. | 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 | 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 8,270,812 4,308,591 | Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share 4,237,650 1,784,500 |
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 $ 1,015,993 991,077 | 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 $ 991,077 and $ 1,199,696 at August 31, 2021 and 2020, respectively, are classified as an item of other comprehensive income in the stockholders’ equity section of the consolidated balance sheet. |
Statement of Cash Flows | Statement of Cash Flows Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheets. | 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 consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. |
Segment Reporting | Segment Reporting ASC Topic 280, 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. | 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 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. |
Concentrations | Concentrations At May 31, 2022, one customer accounted for approximately 40 70 50 | |
Reclassifications | Reclassifications Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or shareholders’ equity. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Foreign Currency Translation, Exchange Rate Used | Schedule of Foreign Currency Translation, Exchange Rate Used May 31, 2022 May 31, 2021 August 31, 2021 Period end: CAD to USD exchange rate $ 0.7910 $ 0.8284 $ 0.7917 Average period: CAD to USD exchange rate $ 0.7897 $ 0.7834 $ 0.7885 | Schedule of Foreign Currency Translation, Exchange Rate Used August 31, August 31, 2021 2020 Period end: CAD to USD exchange rate $ 0.7917 $ 0.7674 Average period: CAD to USD exchange rate $ 0.7885 $ 0.7435 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Estimated Useful Lives of Assets | Schedule of Estimated Useful Lives of Assets Building 30 Leasehold improvements 5 Clinical equipment 5 Computer equipment 3 Office equipment 5 Furniture and fixtures 5 | 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 Software license 7 Intellectual property 7 Customer relationships 5 Brand names 7 | 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 |
Schedule of Changes in Goodwill | Summary of changes in goodwill by acquired businesses is as follows: Schedule of Changes in Goodwill APKA EFL Rockland Acenzia Total Balance, August 31, 2019 $ 187,675 $ 217,703 $ 217,703 $ - $ 623,081 Foreign currency translation adjustment 4,175 4,843 4,843 - 13,861 Balance, August 31, 2020 191,850 222,546 222,546 - 636,942 Goodwill acquired with purchase of business - - - 8,726,949 8,726,949 Impairment of goodwill - (99,593 ) - - (99,593 ) Foreign currency translation adjustment 6,075 6,886 7,047 (202,427 ) (182,419 ) Balance, August 31, 2021 $ 197,925 $ 129,839 $ 229,593 $ 8,524,522 $ 9,081,879 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | Inventory at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Inventory May 31, August 31, 2022 2021 Raw materials $ 1,162,067 $ 1,017,566 Work in process 144,500 144,628 Finished Goods 404,273 243,912 Inventory Gross 1,710,840 1,406,106 Allowance for slow moving and obsolete inventory (1,065,777 ) (1,066,721 ) Inventory, net $ 645,063 $ 339,385 | Inventory at August 31, 2021 and 2020 consisted of the following: Schedule of Inventory 2021 2020 Raw materials $ 1,017,566 $ - Work in process 144,628 - Finished Goods 243,912 - Inventory, Gross 1,406,106 - Allowance for slow moving and obsolete inventory (1,066,721 ) - Inventory, net $ 339,385 $ - |
Accounts Receivables, net (Tabl
Accounts Receivables, net (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Receivables [Abstract] | ||
Schedule of Accounts Receivables, Net | Accounts receivables, net at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Accounts Receivables, Net May 31, August 31, 2022 2021 Trade receivables $ 5,739,193 $ 2,411,499 Amounts earned but not billed 132,430 154,558 Accounts receivable gross 5,871,623 2,566,057 Allowance for doubtful accounts (705,384 ) (1,097,628 ) Accounts receivable, net $ 5,166,239 $ 1,468,429 | Accounts receivables, net at August 31, 2021 and 2020 consisted of the following: Schedule of Accounts Receivables, Net 2021 2020 Trade receivables $ 2,411,499 $ 1,948,520 Amounts earned but not billed 154,558 301,943 Accounts receivable, Gross 2,566,057 2,250,463 Allowance for doubtful accounts (1,097,628 ) (518,031 ) Accounts receivable, net $ 1,468,429 $ 1,732,432 |
Other Receivables (Tables)
Other Receivables (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Receivables [Abstract] | ||
Schedule of Other Receivables | Other receivables at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Other Receivables May 31, August 31, 2022 2021 Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrued interest at 8 March 1, 2019 $ - $ 296,888 Advance to corporation; accrues interest at 12 January 31, 2023 79,100 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 508,613 509,063 Advance to corporation; accrues interest at 10 September 1, 2022 395,500 395,850 Total other receivables 1,209,137 1,506,895 Current portion (1,209,137 ) (814,157 ) Long-term portion $ - $ 692,738 | Other receivables at August 31, 2021 and 2020 consisted of the following: Schedule of Other Receivables 2021 2020 296,888 287,775 Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrued interest at 8% March 1, 2019 $ 296,888 $ 287,775 Advance to corporation; accrues interest at 12% December 31, 2021 79,170 76,740 Advance to corporation; accrues interest at 10% March 1, 2022 225,924 225,924 Advance to corporation; accrues interest at 12% February 1, 2022 509,063 - Advance to corporation; accrues interest at 10% September 1, 2022 395,850 - Total other receivables 1,506,895 590,439 Current portion (814,157 ) (302,664 ) Long-term portion $ 692,738 $ 287,775 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Property and Equipment May 31, August 31, 2022 2021 Land $ 474,600 $ 475,020 Building 3,559,500 3,562,650 Leasehold improvements 861,188 691,318 Clinical equipment 1,973,582 1,875,537 Computer equipment 27,116 24,679 Office equipment 49,842 46,510 Furniture and fixtures 40,983 41,019 Property and equipment gross 6,986,811 6,716,733 Accumulated depreciation (1,055,128 ) (646,442 ) Total $ 5,931,683 $ 6,070,291 | Property and equipment at August 31, 2021 and 2020 consisted of the following: Schedule of Property and Equipment 2021 2020 Land $ 475,020 $ - Building 3,562,650 - Leasehold improvements 691,318 465,857 Clinical equipment 1,875,537 301,337 Computer equipment 24,679 23,921 Office equipment 46,510 29,229 Furniture and fixtures 41,019 39,760 6,716,733 860,104 Accumulated depreciation (646,442 ) (506,444 ) Total $ 6,070,291 $ 353,660 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets | Intangible assets at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Intangible Assets May 31, August 31, 2022 2021 Land use rights $ 21,600,000 $ 21,600,000 Software license 1,144,798 1,144,798 Intellectual property 11,495,963 9,388,065 Customer relationships 786,608 787,304 Brand names 2,064,115 2,065,941 37,091,484 34,986,108 Accumulated amortization (4,898,626 ) (2,956,609 ) Total $ 32,192,858 $ 32,029,499 | Intangible assets at August 31, 2021 and 2020 consisted of the following: Schedule of Intangible Assets 2021 2020 Land use rights $ 21,600,000 $ 21,600,000 Software license 1,144,798 1,144,798 Intellectual property 9,388,065 5,248,000 Customer relationships 787,304 - Brand names 2,065,941 - Assembled workforce 421,003 - 35,407,111 27,992,798 Accumulated amortization (2,970,643 ) (1,369,350 ) Total $ 32,436,468 $ 26,623,448 |
Schedule of Expected Amortization Expense of Intangible Assets | Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Schedule of Expected Amortization Expense of Intangible Assets Twelve Months Ending May 31, 2023 $ 2,690,018 2024 2,690,018 2025 2,690,018 2026 2,662,926 2027 2,115,863 Thereafter 19,344,015 Total $ 32,192,858 | Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Schedule of Expected Amortization Expense of Intangible Assets 2022 $ 2,473,490 Years Ending August 31, 2022 $ 2,473,490 2023 2,473,490 2024 2,473,490 2025 2,473,490 2026 2,379,029 Thereafter 20,163,479 Total $ 32,436,468 |
Schedule of Software Deliverables and Payments | Schedule of Software Deliverables and Payments Cloud DX deliverable Novo payment (terms: Net 15) Heart Friendly Program launches in Clinic #1 CAD$ 50,000 37,929 Novo-branded Android app delivered as APK file CAD$ 35,000 26,550 Novo-branded Clinical portal website delivered CAD$ 35,000 26,550 Pulsewave PAD-1A devices – 1 st CAD$ 20,000 15,171 Marketing services / materials delivered CAD$ 25,000 18,964 Cloud DX hires dedicated Novo support FTE CAD$ 85,000 64,478 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Accrued Expenses May 31, August 31, 2022 2021 Accrued liabilities $ 1,023,005 $ 811,660 Accrued payroll 182,231 279,018 Unearned revenue 38,556 38,631 Accrued expenses $ 1,243,792 $ 1,129,309 | Accrued expenses at August 31, 2021 and 2020 consisted of the following: Schedule of Accrued Expenses 2021 2020 Accrued liabilities $ 811,660 $ 37,457 Accrued payroll 279,018 117,823 Unearned revenue 38,631 39,428 Accrued expenses $ 1,129,309 $ 194,708 |
Government Loans and Note Pay_2
Government Loans and Note Payable and Government Subsidy (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Government Loans And Note Payable And Government Subsidy | ||
Schedule of Governmental Loans and Note Payable | Notes payable at May 31, 2022 and August 31, 2021 consisted of the following: Schedule of Governmental Loans and Note Payable May 31, August 31, 2022 2021 Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program (A). 94,920 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 December 31, 2028 30,712 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 5,418,701 9,619,253 Less current portion (5,260,056 ) (4,485,649 ) Long-term portion $ 158,645 $ 5,133,604 (A) The Government of Canada launched CEBA 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 63,280 If the loan amount is paid on or before December 31, 2023, 25 75 60,000 20,000 31,640 | Governmental loans and note payable at August 31, 2021 and 2020 consisted of the following: Schedule of Governmental Loans and Note Payable 2021 2020 Note payable issued under the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The loan has terms of 24 months and accrues interest at 1% $ - $ 21,900 Note payable issued under the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The loan has terms of 24 months 1% $ - $ 21,900 Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program (A). 63,336 61,392 Note payable to the Small Business Administration (“SBA”). The note bears interest at 3.75% monthly 190 40,320 - Note payable dated December 3, 2019; accrues interest at 3% June 30, 2022 5,069,858 - Note payable dated December 3, 2018; accrues interest at 4.53% annual 4,000 December 2, 2028 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 9,619,253 83,292 Less current portion (4,485,649 ) (83,292 ) Long-term portion $ 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 63,336 December 31, 2022 If the loan amount is paid on or before December 31, 2022, 25% |
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 May 31, 2023 $ 5,260,056 2024 99,822 2025 5,343 2026 5,790 2027 6,244 Thereafter 41,446 Total $ 5,418,701 | Future scheduled maturities of outstanding government loans and notes payable are as follows: Schedule of Future Maturities Outstanding of Governmental Loans and Note Payable 2022 $ 4,485,649 Years Ending August 31, 2022 $ 4,485,649 2023 5,074,763 2024 5,346 2025 5,793 2026 6,247 Thereafter 41,455 Total $ 9,619,253 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
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 May 31, 2022 and August 31, 2021: Schedule of Lease Related Assets and Liabilities May 31, August 31, 2022 2021 Classification on Balance Sheet Assets Operating lease assets Operating lease right of use assets $ 2,222,970 $ 2,543,396 Total lease assets $ 2,222,970 $ 2,543,396 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 544,690 $ 530,797 Noncurrent liabilities Operating lease liability Long-term operating lease liability 1,734,790 2,057,805 Total lease liability $ 2,279,480 $ 2,588,602 | The table below presents the lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of August 31, 2021 and 2020: Schedule of Lease Related Assets and Liabilities 2021 2020 Classification on Balance Sheet Assets Operating lease assets Operating lease right of use assets $ 2,543,396 $ 2,810,556 Total lease assets $ 2,543,396 $ 2,810,556 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 530,797 $ 563,793 Noncurrent liabilities Operating lease liability Long-term operating lease liability 2,057,805 2,266,887 Total lease liability $ 2,588,602 $ 2,830,680 |
Schedule of Lease Obligations | Future minimum operating lease payments are as follows: Schedule of Lease Obligations Twelve Months Ending May 31, 2023 $ 707,309 2024 491,435 2025 406,221 2026 379,585 2027 378,902 Thereafter 464,438 Total payments 2,827,890 Amount representing interest (548,410 ) Lease obligation, net 2,279,480 Less lease obligation, current portion (544,690 ) Lease obligation, long-term portion $ 1,734,790 | Lease obligations at August 31, 2021 consisted of the following: Schedule of Lease Obligations Years Ending August 31, 2022 $ 717,772 2023 649,974 2024 444,301 2025 366,620 2026 351,434 Thereafter 728,841 Total payments 3,258,942 Amount representing interest (670,340 ) Lease obligation, net 2,588,602 Less lease obligation, current portion (530,797 ) Lease obligation, long-term portion $ 2,057,805 |
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 May 31, 2022 and August 31, 2021 is as follows: Schedule of Finance Leases May 31, August 31, 2022 2021 Cost $ 209,457 $ 209,457 Accumulated amortization (178,383 ) (136,491 ) Net book value $ 31,074 $ 72,966 | The net book value of equipment under finance leases included in property and equipment on the accompanying balance sheet at August 31, 2021 is as follows: Schedule of Finance Leases Cost $ 209,457 Accumulated amortization (136,491 ) Net book value $ 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 May 31, 2023 $ 16,631 2024 8,092 Total payments 24,723 Amount representing interest (178 ) Lease obligation, net 24,545 Less lease obligation, current portion (15,982 ) Lease obligation, long-term portion $ 8,563 | Future minimum finance lease payments are as follows: Schedule of Future Minimum Lease Payments Years Ending August 31, 2022 $ 25,153 2023 9,719 2024 5,669 Total payments 40,541 Amount representing interest (1,140 ) Lease obligation, net 39,401 Less lease obligation, current portion (23,184) Lease obligation, long-term portion $ 16,217 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Equity [Abstract] | ||
Schedule of Stock Option and Warrant Activity | The following is a summary of stock options activity: Schedule of Stock Option and Warrant 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, May 31, 2022 2,179,585 2.16 2.74 $ 658,069 Exercisable, May 31, 2022 1,968,096 $ 2.25 2.52 $ 505,797 | The following is a summary of stock option/warrant activity: Schedule of Stock Option and Warrant Activity Weighted Weighted Average Options/ Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2019 1,009,500 3.00 3.58 $ 1,141,500 Granted 775,000 3.00 Forfeited - Exercised - Outstanding, August 31, 2020 1,784,500 2.20 4.09 $ 3,173,800 Granted 2,460,650 3.36 Forfeited - Exercised (7,500 ) 1.60 Outstanding, August 31, 2021 4,237,650 2.89 4.26 $ 218,240 Exercisable, August 31, 2021 4,207,400 $ 2.88 4.25 $ 218,240 |
Schedule of Options and Warrants Outstanding and Exercisable | The exercise price for stock options outstanding at May 31, 2022: Schedule of Options and Warrants Outstanding and Exercisable Outstanding Exercisable Number of Exercise Number of Exercise Options Price Options Price 281,985 $ 1.33 70,496 $ 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 1,968,096 | The exercise price for options/warrants outstanding at August 31, 2021: Schedule of Options and Warrants Outstanding and Exercisable Outstanding Exercisable Number of Number of Options/ Exercise Options/ Exercise Warrants Price Warrants Price 997,000 $ 1.60 997,000 $ 1.60 775,000 3.00 775,000 3.00 2,388,050 3.35 2,388,050 3.35 72,600 3.80 42,350 3.80 5,000 5.00 5,000 5.00 4,237,650 4,207,400 |
Schedule of Fair Value of Options Granted by Using Valuation Assumptions | The assumptions used in calculating the fair value of options granted using the Black-Scholes option-pricing model for options granted are as follows for the options granted during the nine months ended May 31, 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 % | The assumptions used in calculating the fair value of options granted using the Black-Scholes option-pricing model for options granted are as follows: Schedule of Fair Value of Options Granted by Using Valuation Assumptions Years Ended August 31, 2021 2020 Risk-free interest rate 0.42 % 0.21 % Expected life of the options 2.5 2.5 Expected volatility 268 % 281 % 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, May 31, 2022 8,445,264 2.42 3.75 $ 291,667 Exercisable, May 31, 2022 8,445,264 $ 2.42 3.75 $ 291,667 | |
Schedule of Warrants Outstanding | The exercise price for warrants outstanding at May 31, 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective and Statutory Income Tax Rates | A reconciliation of the differences between the effective and statutory income tax rates are as follows: Schedule of Effective and Statutory Income Tax Rates Year Ended August 31, 2021 Canada United States Total Combined statutory tax rate 26.5 % 27.0 % Pretax loss $ (1,102,559 ) $ (3,359,588 ) $ (4,462,147 ) Expected income tax benefit (292,178 ) -26.5 % (907,089 ) -27.0 % (1,199,267 ) Stock based compensation - 0.0 % 278,281 8.3 % 278,281 Change in valuation allowance 292,178 26.5 % 628,808 18.7 % 920,986 $ - 0.0 % $ - 0.0 % $ - 0.0 % Year Ended August 31, 2020 Canada United States Total Combined statutory tax rate 26.5 % 27.0 % Pretax loss $ (232,991 ) $ (4,682,163 ) $ (4,915,154 ) Expected income tax benefit (61,743 ) -26.5 % (1,264,184 ) -27.0 % (1,325,927 ) Stock based compensation - 0.0 % 787,869 16.8 % 787,869 Change in valuation allowance 61,743 26.5 % 476,315 10.2 % 538,058 $ - 0.0 % $ - 0.0 % $ - 0.0 % |
Schedule of the Deferred Tax Assets | At August 31, 2021 and 2020, the significant components of the deferred tax asset and liability are summarized below: Schedule of the Deferred Tax Assets 2021 2020 Deferred tax asset: Net operating loss carryforwards $ 4,168,876 $ 2,913,805 Total deferred tax asset 4,168,876 2,913,805 Less: valuation allowance (4,168,876 ) (2,913,805 ) Total deferred tax asset - - Deferred tax liability: Intangible assets (1,500,372 ) - Total deferred tax liability (1,500,372 ) - Net deferred tax liability $ (1,500,372 ) $ - |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Business Acquisition [Line Items] | ||
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 | A summary of the purchase price allocation for Acenzia and PRO-DIP at fair value is below. Summary of Purchase Price Allocation at Fair Value Acenzia PRO-DIP Cash and cash equivalents $ 3,738,171 $ - Accounts receivable 808,165 - Inventory 195,518 9,050 Prepaid expenses and other current assets 3,594 - Property and equipment 5,687,988 16,355 Intangible assets 6,227,000 455,752 Goodwill 8,726,949 - Accounts payable and accrued expenses (1,845,114 ) - Due to related party (185,614 ) - Note payable (12,534,593 ) (40,320 ) Deferred tax liability (1,536,000 ) - Lease obligation (49,457 ) - Purchase price $ 9,236,607 $ 440,837 |
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 | The purchase price was paid as follows: Summary of Purchase Price Acenzia PRO-DIP Cash $ - $ 10,000 Issuance of common stock - 430,837 Common stock to be issued 9,236,607 - $ 9,236,607 $ 440,837 |
Summary of Unaudited Pro Forma Results of Operations | The following are the unaudited pro forma results of operations for the years ended August 31, 2021 and 2020, as if Acenzia and PRO-DIP had been acquired on September 1, 2019. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. Summary of Unaudited Pro Forma Results of Operations 2021 2020 Pro Forma Combined Financials (unaudited) Years Ended August 31, 2021 2020 Sales $ 12,860,406 $ 14,047,859 Cost of goods sold 8,231,486 8,420,513 Gross profit 4,628,920 5,627,346 Operating expenses 10,285,972 14,091,463 Loss from operations (5,657,052 ) (8,464,117 ) Net loss (6,335,783 ) (9,421,409 ) Loss per share (0.22 ) (0.35 ) | |
Canada Corp [Member] | ||
Business Acquisition [Line Items] | ||
Summary of Purchase Price Allocation at Fair Value | Summary of Purchase Price Allocation at Fair Value Cash and cash equivalents $ 7,629 Accounts receivable 2,754 Property and equipment 8,813 Goodwill 31,705 Minority interest (25,401 ) Purchase price $ 25,500 | |
Summary of Purchase Price | The purchase price was paid as follows: Summary of Purchase Price Cash $ - Common stock to be issued 25,500 $ 25,500 | |
Poling Taddeo Hovius Physiotherapy Professional Corp [Member] | ||
Business Acquisition [Line Items] | ||
Summary of Purchase Price Allocation at Fair Value | Summary of Purchase Price Allocation at Fair Value Cash and cash equivalents $ 18,383 Accounts receivable 44,289 Prepaid expenses and other current assets 11,292 Property and equipment 9,475 Goodwill 151,686 Purchase price $ 235,125 | |
Summary of Purchase Price | The purchase price was paid as follows: Summary of Purchase Price Cash $ - Common stock to be issued 235,125 $ 235,125 | |
Clinical Consultants International L L C [Member] | ||
Business Acquisition [Line Items] | ||
Summary of Purchase Price Allocation at Fair Value | Summary of Purchase Price Allocation at Fair Value Cash and cash equivalents $ 2,186 Goodwill 1,701,814 Purchase price $ 1,704,000 | |
Summary of Purchase Price | The purchase price was paid as follows: Summary of Purchase Price Cash $ - Common stock 1,704,000 $ 1,704,000 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Segment Reporting [Abstract] | ||
Schedule of Segment Reporting Information | The following tables summarize the Company’s segment information for the three and nine months ended May 31, 2022 and 2021: Schedule of Segment Reporting Information Healthcare services $ - $ - $ - $ - Three Months Ended May 31, Nine Months Ended May 31, 2022 2021 2022 2021 Sales Healthcare services $ 2,199,889 $ 2,380,974 $ 6,253,089 $ 6,612,374 Product sales 11,651,994 - 13,629,944 - Corporate - - - - $ 13,851,883 $ 2,380,974 $ 19,883,033 $ 6,612,374 Gross profit Healthcare services $ 939,542 $ 1,280,458 $ 2,499,608 $ 2,843,354 Product sales 1,469,340 - 2,392,094 - Corporate - - - - $ 2,408,882 $ 1,280,458 $ 4,891,702 $ 2,843,354 Income (loss) from operations Healthcare services $ (239,981 ) $ 255,129 $ (616,303 ) $ (99,454 ) Product sales 336,348 - (509,342 ) - Corporate (1,299,113 ) (657,101 ) (3,561,436 ) (2,386,186 ) $ (1,202,746 ) $ (401,972 ) $ (4,687,081 ) $ (2,485,640 ) Depreciation and amortization Healthcare services $ 249,831 $ 13,902 $ 393,942 $ 57,840 Product sales 266,166 - 852,692 - Corporate 367,600 367,600 1,102,800 1,061,085 Depreciation and amortization $ 881,597 $ 381,502 $ 2,349,434 $ 1,118,925 Capital expenditures Healthcare services $ - $ 200,751 $ 175,418 $ 201,369 Product sales - - 15,555 - Corporate - - - - Capital expenditures $ - $ 200,751 $ 190,973 $ 201,369 Interest expenses Healthcare services $ 14,532 $ 21,701 $ 54,686 $ 68,590 Product sales 94,765 - 1,067,211 - Corporate 404,101 - 686,413 - Interest expenses $ 513,398 $ 21,701 $ 1,808,310 $ 68,590 Net loss Healthcare services $ (252,122 ) $ 235,867 $ (663,646 ) $ (160,492 ) Product sales (21,153 ) - (2,641,091 ) - Corporate (3,470,750 ) (651,138 ) (7,123,887 ) (2,368,473 ) Net income (loss) $ (3,744,025 ) $ (415,271 ) $ (10,428,624 ) $ (2,528,965 ) Healthcare services $ - $ - As of As of May 31, August 31, 2022 2021 Total assets Healthcare services $ 6,491,538 $ 7,318,888 Product sales 24,830,711 21,427,285 Corporate 40,470,565 33,212,108 Total assets $ 71,792,814 $ 61,958,281 Accounts receivable Healthcare services $ 815,833 $ 953,919 Product sales 1,764,474 514,510 Corporate 2,585,932 - Accounts receivable $ 5,166,239 $ 1,468,429 Intangible assets Healthcare services $ - $ - Product sales 7,224,895 5,958,736 Corporate 24,967,963 26,070,763 Intangible assets $ 32,192,858 $ 32,029,499 Goodwill Healthcare services $ 741,209 $ 557,357 Product sales 8,923,595 8,931,491 Corporate 1,701,814 - Goodwill $ 11,366,618 $ 9,488,848 | The following tables summarize the Company’s segment information for the years ended August 31, 2021 and 2020: Schedule of Segment Reporting Information Years Ended August 31, 2021 2020 Sales Healthcare services $ 8,857,693 $ 7,860,567 Product manufacturing and development 447,562 - Corporate - - $ 9,305,255 $ 7,860,567 Gross profit Healthcare services $ 3,694,512 $ 3,058,372 Product manufacturing and development 128,486 - Corporate - - $ 3,822,998 $ 3,058,372 Income (loss) from operations Healthcare services $ (516,437 ) $ 442,656 Product manufacturing and development (580,523 ) - Corporate (3,276,559 ) (4,705,254 ) $ (4,373,519 ) $ (4,262,598 ) Depreciation and amortization Healthcare services $ 91,978 $ 75,726 Product manufacturing and development 203,459 - Corporate 1,428,685 1,369,350 $ 1,724,122 $ 1,445,076 Capital expenditures Healthcare services $ 216,284 $ 12,110 Product manufacturing and development 39,665 - Corporate - - $ 255,949 $ 12,110 Interest expenses Healthcare services $ 89,154 $ 156,662 Product manufacturing and development 75,849 - Corporate - - $ 165,003 $ 156,662 Net loss Healthcare services $ (552,893 ) $ (232,991 ) Product manufacturing and development (656,372 ) - Corporate (3,252,882 ) (4,682,163 ) $ (4,462,147 ) $ (4,915,154 ) As of August 31, 2021 2020 Total assets Healthcare services $ 7,318,888 $ 7,607,820 Product manufacturing and development 21,427,285 - Corporate 33,212,108 27,782,798 $ 61,958,281 $ 35,390,618 Accounts receivable Healthcare services $ 953,919 $ 1,732,432 Product manufacturing and development 514,510 - Corporate - - $ 1,468,429 $ 1,732,432 Intangible assets Healthcare services $ - $ - Product manufacturing and development 6,365,705 - Corporate 26,070,763 26,623,448 $ 32,436,468 $ 26,623,448 Goodwill Healthcare services $ 557,357 $ 636,942 Product manufacturing and development 8,524,522 - Corporate - - $ 9,081,879 $ 636,942 |
Schedule of Foreign Currency Tr
Schedule of Foreign Currency Translation, Exchange Rate Used (Details) | May 31, 2022 | Aug. 31, 2021 | May 31, 2021 | Aug. 31, 2020 |
Period End [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Foreign currency exchange rate | 0.7910 | 0.7917 | 0.8284 | 0.7674 |
Average Period [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Foreign currency exchange rate | 0.7897 | 0.7885 | 0.7834 | 0.7435 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
May 11, 2022 | Oct. 08, 2021 | Feb. 01, 2021 | Dec. 19, 2019 | Dec. 17, 2019 | Jan. 30, 2019 | Jan. 07, 2019 | May 09, 2017 | Apr. 25, 2017 | May 31, 2022 | May 31, 2021 | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Common stock issued in connection with reverse merger transaction | $ 1,704,000 | $ 430,837 | $ 430,837 | |||||||||||
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. | the Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. At May 31, 2022 and August 31, 2021, there were 30,659,073 and 26,610,144 common shares issued and outstanding, respectively. | 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 | $ 6,904 | ||||||||||||
Share Exchange Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of restricted shares of common stock, shares | 225,000 | |||||||||||||
Joint Venture Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Reverse stock split | The net profits and net losses of the JV will be split 50/50 between NHL and EK-Tech | |||||||||||||
Asset Purchase Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of restricted shares of common stock, shares | 800,000 | |||||||||||||
Turbine Truck Engines, Inc [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Date of incorporation | Nov. 27, 2000 | |||||||||||||
NHL [Member] | Share Exchange Agreement [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% | |||||||||||||
Kainai [Member] | Joint Venture Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of restricted shares of common stock, shares | 1,200,000 | |||||||||||||
Percentage joint venture description | Pursuant to the terms of the Joint Venture Agreement, as assigned to us, the parties will work in a joint venture relationship (“JV”) with the Company providing the finance, development and operation of the project, including sales, and Kainai providing the land and approvals for the development of the projects. Pursuant to the terms of the Joint Venture Agreement, (i) the Company has an 80% controlling interest and Kainai has a 20% interest in the JV; and (ii) the Company has sole discretion to identify the name and entity under which the JV will operate. The legal entity in which the JV will operate has not yet been identified or formed. The JV operations will primarily involve the production – including processing, packaging and sales of natural supplements derived from hemp derived cannabis oils. The joint venture will distribute to the Company and Kainai all net proceeds after debt and principal servicing and repayment allocation, as well as operating capital allotment, on a ratio equal to 80% to the Company and 20% to Kainai. | |||||||||||||
Intangible asset, useful life amortized over term | 50 years | |||||||||||||
Number of restricted shares of common stock | $ 21,600,000 | |||||||||||||
Novo Earth Therapeutics Inc [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Controlling interest percentage | 70% |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Assets (Details) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated lives | 30 years | 30 years |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated lives | 5 years | 5 years |
Clinical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated lives | 5 years | 5 years |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated lives | 3 years | 3 years |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated lives | 5 years | 5 years |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated lives | 5 years | 5 years |
Schedule of Intangible Assets A
Schedule of Intangible Assets Amortized Estimated Useful Lives (Details) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Land Use Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated lives | 50 years | 50 years |
Software License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated lives | 7 years | 7 years |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated lives | 7 years | 7 years |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated lives | 5 years | 5 years |
Brand Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated lives | 7 years | 7 years |
Assembled Workforce [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated lives | 5 years |
Schedule of Changes in Goodwill
Schedule of Changes in Goodwill (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Balance, August 31, 2020 | $ 636,942 | |
Balance, August 31, 2021 | 9,488,848 | $ 636,942 |
Previously Reported [Member] | ||
Balance, August 31, 2020 | 636,942 | 623,081 |
Foreign currency translation adjustment | (182,419) | 13,861 |
Goodwill acquired with purchase of business | 8,726,949 | |
Impairment of goodwill | (99,593) | |
Balance, August 31, 2021 | 9,081,879 | 636,942 |
Rockland [Member] | ||
Balance, August 31, 2020 | 222,546 | 217,703 |
Foreign currency translation adjustment | 7,047 | 4,843 |
Goodwill acquired with purchase of business | ||
Impairment of goodwill | ||
Balance, August 31, 2021 | 229,593 | 222,546 |
Acenzia [Member] | ||
Balance, August 31, 2020 | ||
Foreign currency translation adjustment | (202,427) | |
Goodwill acquired with purchase of business | 8,726,949 | |
Impairment of goodwill | ||
Balance, August 31, 2021 | 8,524,522 | |
APKA [Member] | ||
Balance, August 31, 2020 | 191,850 | 187,675 |
Foreign currency translation adjustment | 6,075 | 4,175 |
Goodwill acquired with purchase of business | ||
Impairment of goodwill | ||
Balance, August 31, 2021 | 197,925 | 191,850 |
EFL [Member] | ||
Balance, August 31, 2020 | 222,546 | 217,703 |
Foreign currency translation adjustment | 6,886 | 4,843 |
Goodwill acquired with purchase of business | ||
Impairment of goodwill | (99,593) | |
Balance, August 31, 2021 | $ 129,839 | $ 222,546 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
May 31, 2022 | Nov. 17, 2021 | Jul. 21, 2020 | May 31, 2022 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Mar. 02, 2022 | Dec. 14, 2021 | |
Product Information [Line Items] | ||||||||||
Allowance for uncollectible accounts receivable | $ 705,384 | $ 705,384 | $ 705,384 | $ 1,097,628 | $ 518,031 | |||||
Inventory | $ 1,065,777 | $ 1,065,777 | $ 1,065,777 | 1,066,721 | ||||||
Other receivable written off | $ 0 | 29,744 | ||||||||
Contract lease term | 12 months | 12 months | 12 months | 12 months | ||||||
Impairment charges on goodwill | $ 99,593 | |||||||||
Acquisition deposits | $ 383,700 | |||||||||
Debt rate | 1% | 10% | 5% | |||||||
Debt due date | May 17, 2022 | Sep. 01, 2022 | ||||||||
Other comprehensive income | $ 1,015,993 | $ 1,015,993 | $ 1,015,993 | $ 991,077 | $ 1,199,696 | |||||
Debt conversion, converted instrument, shares issued | 15,091 | 8,270,812 | 4,308,591 | |||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk percentage | 40% | |||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk percentage | 70% | |||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Three [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk percentage | 50% | |||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Potentially dilutive common stock options and warrants outstanding, shares | 10,624,849 | 1,849,600 | 4,237,650 | 1,784,500 | ||||||
Novo Healthnet Kemptville Centre, Inc [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Equity method investment, ownership percentage | 80% | 80% | 80% | 80% | ||||||
Novo Earth Therapeutics Inc [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Equity method investment, ownership percentage | 70% | 70% | 70% | 70% | ||||||
Terrengenx [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Equity method investment, ownership percentage | 91% | 91% | 91% | |||||||
Canada Corp [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Equity method investment, ownership percentage | 50.10% | 50.10% | 50.10% | 50.10% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||||||||
Jul. 21, 2020 | Jul. 21, 2020 | May 31, 2022 | May 31, 2021 | Dec. 14, 2021 | Nov. 17, 2021 | Aug. 31, 2021 | Dec. 11, 2020 | Aug. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||||
Due to related parties | $ 456,528 | $ 478,920 | $ 528,213 | ||||||
Monthly lease payments | $ 2,827,890 | 3,258,942 | |||||||
Related party debt, converted amount | $ 226,363 | ||||||||
Debt converted, shares issued | 15,091 | 8,270,812 | 4,308,591 | ||||||
Debt conversion price | $ 15 | $ 15 | $ 3.65 | ||||||
Proceeds from (Repayments of) Related Party Debt | $ 267,768 | ||||||||
Secured Debt | $ 981,337 | 982,205 | $ 952,058 | ||||||
Debt instrument, interest rate, percentage | 5% | 1% | 10% | ||||||
Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly lease payments | 1,487 | ||||||||
Non-Interest Bearing [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | 384,723 | 407,052 | $ 458,550 | ||||||
6% Interest Rate [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | $ 22,763 | $ 22,783 | 22,084 | ||||||
Debt instrument, interest rate, percentage | 6% | 6% | |||||||
13.75% Interest Rate [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | $ 49,042 | $ 49,085 | $ 47,579 | ||||||
Debt instrument, interest rate, percentage | 13.75% | 13.75% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 1,162,067 | $ 1,017,566 | |
Work in process | 144,500 | 144,628 | |
Finished Goods | 404,273 | 243,912 | |
Inventory, Gross | 1,710,840 | 1,406,106 | |
Allowance for slow moving and obsolete inventory | (1,065,777) | (1,066,721) | |
Inventory, net | 645,063 | 339,385 | |
Inventory Gross | 1,710,840 | 1,406,106 | |
Inventory, net | $ 645,063 | $ 339,385 |
Schedule of Accounts Receivable
Schedule of Accounts Receivables, Net (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Receivables [Abstract] | |||
Trade receivables | $ 5,739,193 | $ 2,411,499 | $ 1,948,520 |
Amounts earned but not billed | 132,430 | 154,558 | 301,943 |
Accounts receivable gross | 5,871,623 | 2,566,057 | 2,250,463 |
Allowance for doubtful accounts | (705,384) | (1,097,628) | (518,031) |
Accounts receivable, net | $ 5,166,239 | $ 1,468,429 | $ 1,732,432 |
Schedule of Other Receivables (
Schedule of Other Receivables (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total other receivables | $ 1,209,137 | $ 1,506,895 | $ 590,439 |
Current portion | (1,209,137) | (814,157) | (302,664) |
Long-term portion | 692,738 | 287,775 | |
Notes Receivable Dated April 1, 2015 and May 23, 2017 [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total other receivables | 296,888 | 287,775 | |
Advance to Corporation One [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total other receivables | 79,100 | 79,170 | 76,740 |
Advance to Corporation Two [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total other receivables | 225,924 | 225,924 | 225,924 |
Advance to Corporation Three [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total other receivables | 508,613 | 509,063 | |
Advance to Corporation Four [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total other receivables | $ 395,500 | $ 395,850 |
Schedule of Other Receivables_2
Schedule of Other Receivables (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended | |
May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
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% | 8% | 8% |
Notes receivable due date | Mar. 01, 2019 | Mar. 01, 2019 | Mar. 01, 2019 |
Advance to Corporation One [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of interest accrued per annum | 12% | 12% | 12% |
Notes receivable due date | Jan. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2021 |
Advance to Corporation Two [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of interest accrued per annum | 10% | 10% | 10% |
Notes receivable due date | May 01, 2023 | May 01, 2023 | Mar. 01, 2022 |
Advance to Corporation Three [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of interest accrued per annum | 12% | 12% | 12% |
Notes receivable due date | Aug. 01, 2022 | Aug. 01, 2022 | Feb. 01, 2022 |
Advance to Corporation Four [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of interest accrued per annum | 10% | 10% | 10% |
Notes receivable due date | Sep. 01, 2022 | Sep. 01, 2022 | Sep. 01, 2022 |
Other Receivables (Details Narr
Other Receivables (Details Narrative) | Aug. 31, 2020 USD ($) |
Receivables [Abstract] | |
Other receivable loss on settlement | $ 74,360 |
Note receivable written off | $ 29,744 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | $ 6,986,811 | $ 6,716,733 | $ 860,104 |
Accumulated depreciation | (1,055,128) | (646,442) | (506,444) |
Total | 5,931,683 | 6,070,291 | 353,660 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 474,600 | 475,020 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 3,559,500 | 3,562,650 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 861,188 | 691,318 | 465,857 |
Clinical Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 1,973,582 | 1,875,537 | 301,337 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 27,116 | 24,679 | 23,921 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 49,842 | 46,510 | 29,229 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | $ 40,983 | $ 41,019 | $ 39,760 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 408,589 | $ 57,840 | $ 123,461 | $ 75,726 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 37,091,484 | $ 34,986,108 | $ 27,992,798 |
Accumulated amortization | (4,898,626) | (2,956,609) | (1,369,350) |
Total | 32,192,858 | 32,029,499 | 26,623,448 |
Previously Reported [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 35,407,111 | ||
Accumulated amortization | (2,970,643) | ||
Total | 32,436,468 | ||
Land Use Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 21,600,000 | 21,600,000 | 21,600,000 |
Software License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 1,144,798 | 1,144,798 | 1,144,798 |
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 11,495,963 | 9,388,065 | 5,248,000 |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 786,608 | 787,304 | |
Brand Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 2,064,115 | 2,065,941 | |
Assembled Workforce [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 421,003 |
Schedule of Expected Amortizati
Schedule of Expected Amortization Expense of Intangible Assets (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
2023 | $ 2,690,018 | $ 2,473,490 | |
2024 | 2,690,018 | 2,473,490 | |
2025 | 2,690,018 | 2,473,490 | |
2026 | 2,662,926 | 2,473,490 | |
2027 | 2,115,863 | 2,379,029 | |
Thereafter | 19,344,015 | 20,163,479 | |
Total | $ 32,192,858 | 32,029,499 | $ 26,623,448 |
Previously Reported [Member] | |||
Total | $ 32,436,468 |
Schedule of Software Deliverabl
Schedule of Software Deliverables and Payments (Details) - Feb. 26, 2019 - Software License Agreement [Member] - Cloud DX, Inc. [Member] | USD ($) | CAD ($) |
Finite-Lived Intangible Assets [Line Items] | ||
Payments to acquire software license | $ 189,642 | $ 250,000 |
Heart Friendly Program Launches in Clinic [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Payments to acquire software license | 37,929 | 50,000 |
Novo-Branded Android App [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Payments to acquire software license | 26,550 | 35,000 |
Novo-Branded Clinical Portal Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Payments to acquire software license | 26,550 | 35,000 |
Pulsewave PAD-1A Devices [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Payments to acquire software license | 15,171 | 20,000 |
Marketing Services / Materials Delivered [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Payments to acquire software license | 18,964 | 25,000 |
Novo Support FTE [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Payments to acquire software license | $ 64,478 | $ 85,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 06, 2020 USD ($) shares | Mar. 06, 2020 CAD ($) shares | Feb. 26, 2019 USD ($) shares | Feb. 26, 2019 CAD ($) shares | Dec. 17, 2019 USD ($) shares | Nov. 30, 2021 USD ($) | May 31, 2022 USD ($) | May 31, 2021 USD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) shares | Mar. 06, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Amortization of intangible assets | $ 1,940,845 | $ 1,061,085 | $ 1,600,661 | $ 1,369,350 | |||||||
Shares issued during period for intellectual property | $ 188,925 | $ 876,000 | |||||||||
Intellectual Property Asset Purchase Agreement [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Shares issued during period for intellectual property, shares | shares | 800,000 | 800,000 | |||||||||
Shares issued during period for intellectual property | $ 5,248,000 | $ 5,248,000 | |||||||||
Software License Agreement [Member] | Cloud DX, Inc. [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Number of restricted shares of common stock | shares | 45,835 | 45,835 | |||||||||
Number of restricted shares of common stock, value | $ 758,567 | $ 1,000,000 | |||||||||
Payments to acquire software license | $ 189,642 | $ 250,000 | |||||||||
Perpetual Software License Agreement [Member] | Cloud DX, Inc. [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Number of restricted shares of common stock | shares | 46,558 | 46,558 | |||||||||
Payments to acquire software license | $ 186,231 | $ 250,000 | |||||||||
Cloud DX Amendment [Member] | Novo Healthnet Limited, Inc [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Number of restricted shares of common stock | shares | 50,000 | 50,000 | |||||||||
Payments to acquire software license | $ 200,000 | ||||||||||
Cloud DX Amendment [Member] | Pro-Dip, LLC [Member] | Intellectual Property [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Business acquisition, intangible assets | $ 455,752 | ||||||||||
Cloud DX Amendment [Member] | Acenzia Inc [Member] | Intellectual Property [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Business acquisition, intangible assets | 2,875,000 | ||||||||||
Cloud DX Amendment [Member] | Acenzia Inc [Member] | Customer Relationships [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Business acquisition, intangible assets | 806,000 | ||||||||||
Cloud DX Amendment [Member] | Acenzia Inc [Member] | Brand Names [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Business acquisition, intangible assets | 2,115,000 | ||||||||||
Cloud DX Amendment [Member] | Acenzia Inc [Member] | Assembled Workforce [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Business acquisition, intangible assets | $ 431,000 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued liabilities | $ 1,023,005 | $ 811,660 | $ 37,457 |
Accrued payroll | 182,231 | 279,018 | 117,823 |
Unearned revenue | 38,556 | 38,631 | 39,428 |
Accrued expenses | $ 1,243,792 | $ 1,129,309 | $ 194,708 |
Schedule of Governmental Loans
Schedule of Governmental Loans and Note Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Nov. 17, 2021 | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |||
Short-Term Debt [Line Items] | ||||||
Total government loans and notes payable | $ 5,418,701 | $ 9,619,253 | $ 83,292 | |||
Debt instrument, maturity date | May 17, 2022 | Sep. 01, 2022 | ||||
Less current portion | (5,260,056) | $ (4,485,649) | (83,292) | |||
Long-term portion | 158,645 | 5,133,604 | ||||
Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total government loans and notes payable | 21,900 | |||||
Notes Payable One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total government loans and notes payable | 94,920 | [1] | 63,336 | [1] | 61,392 | |
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 | ||||
Debt instrument, maturity date | Jun. 30, 2022 | Jun. 30, 2022 | ||||
Notes Payable Four [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total government loans and notes payable | $ 30,712 | $ 30,739 | ||||
Debt instrument, maturity date | Dec. 31, 2028 | Dec. 31, 2028 | Dec. 02, 2028 | |||
Notes Payable Five [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total government loans and notes payable | $ 4,415,000 | |||||
Debt instrument, maturity date | Jun. 24, 2022 | Jun. 24, 2022 | ||||
[1]The Government of Canada launched CEBA 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 63,280 If the loan amount is paid on or before December 31, 2023, 25 75 60,000 20,000 31,640 |
Schedule of Governmental Loan_2
Schedule of Governmental Loans and Note Payable (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended | |||||
Nov. 17, 2021 | May 31, 2022 USD ($) | May 31, 2022 CAD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2020 | May 31, 2022 CAD ($) | Aug. 31, 2021 CAD ($) | |
Short-Term Debt [Line Items] | |||||||
Debt Instrument, Maturity Date | May 17, 2022 | Sep. 01, 2022 | |||||
Interest rate during period not repay | 75% | 75% | |||||
Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, term | 24 months | ||||||
Debt Instrument, Interest Rate During Period | 1% | ||||||
Notes Payable Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate During Period | 3.75% | 3.75% | 3.75% | ||||
Frequency of periodic payment | monthly | monthly | monthly | ||||
Periodic payment | $ 190 | $ 190 | |||||
Notes Payable Three [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate During Period | 3% | 3% | 3% | ||||
Debt Instrument, Maturity Date | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | ||||
Notes Payable Four [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate During Period | 4.53% | 4.53% | 4.53% | ||||
Frequency of periodic payment | annual | annual | annual | ||||
Periodic payment | $ 4,000 | $ 4,000 | |||||
Debt Instrument, Maturity Date | Dec. 31, 2028 | Dec. 31, 2028 | Dec. 31, 2028 | Dec. 02, 2028 | |||
Notes Payable Five [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt Instrument, Interest Rate During Period | 9% | 9% | 9% | ||||
Debt Instrument, Maturity Date | Jun. 24, 2022 | 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% | 25% | 25% | ||||
Debt Instrument, Maturity Date | Dec. 31, 2022 | ||||||
Notes Payable | $ 63,280 | $ 63,336 | $ 80,000 | $ 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. In addition, with acquisition of Terragenx, the Company acquired a CEBA loan in the amount of CAD$60,000 net of CAD$20,000 repayment (US$31,640 at May 31, 2022) under the same terms. | 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. In addition, with acquisition of Terragenx, the Company acquired a CEBA loan in the amount of CAD$60,000 net of CAD$20,000 repayment (US$31,640 at May 31, 2022) under the same terms. | If the loan amount is paid on or before December 31, 2022, 25% of the loan will be forgiven (“Early Payment Credit”). In the event that the Company does not repay 75% of such term debt on or before December 31, 2022, the Early Payment Credit will not apply | ||||
Canada Emergency Business Account Loan [Member] | Terragenx [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Notes Payable | $ 31,640 | $ 60,000 | |||||
Repayment of debt | $ 20,000 |
Schedule of Future Maturities O
Schedule of Future Maturities Outstanding of Governmental Loans and Note Payable (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 |
Government Loans And Note Payable And Government Subsidy | ||
2023 | $ 5,260,056 | $ 4,485,649 |
2024 | 99,822 | 5,074,763 |
2025 | 5,343 | 5,346 |
2026 | 5,790 | 5,793 |
2027 | 6,244 | 6,247 |
Thereafter | 41,446 | 41,455 |
Total | $ 5,418,701 | $ 9,619,253 |
Government Loans and Note Pay_3
Government Loans and Note Payable and Government Subsidy (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate during period not repay | 75% | |
C E W S [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate during period not repay | 75% | |
Canada Emergency Wage Subsidy [Member] | General and Administrative Expense [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Government subsidies | $ 731,000 | $ 731,000 |
Debentures, Related Parties (De
Debentures, Related Parties (Details Narrative) | 9 Months Ended | 12 Months Ended | |||||||||||||
Nov. 17, 2021 | Nov. 02, 2021 | Jul. 21, 2020 $ / shares shares | Jul. 21, 2020 USD ($) $ / shares | Sep. 27, 2019 | Jan. 31, 2018 USD ($) $ / shares shares | Dec. 02, 2017 | Sep. 30, 2013 USD ($) | May 31, 2022 USD ($) shares | May 31, 2021 shares | Aug. 31, 2021 USD ($) | Dec. 14, 2021 | Dec. 11, 2020 $ / shares | Aug. 31, 2020 USD ($) | Sep. 30, 2013 CAD ($) | |
Short-Term Debt [Line Items] | |||||||||||||||
Debentures, outstanding | $ 981,337 | $ 982,205 | $ 952,058 | ||||||||||||
Debt interest rate | 1% | 5% | 10% | ||||||||||||
Debt due date | May 17, 2022 | Sep. 01, 2022 | |||||||||||||
Debt converted, shares issued | shares | 15,091 | 8,270,812 | 4,308,591 | ||||||||||||
Debt conversion price | $ / shares | $ 15 | $ 15 | $ 3.65 | ||||||||||||
Repayment of related party debt | $ 267,768 | ||||||||||||||
Five Debentures [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debentures, outstanding | $ 6,225,163 | $ 6,402,512 | |||||||||||||
Debt interest rate | 8% | 8% | |||||||||||||
Debt due date | Dec. 01, 2023 | Sep. 30, 2021 | Sep. 30, 2019 | Sep. 30, 2016 | |||||||||||
Five Debentures [Member] | Forecast [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt due date | Dec. 01, 2023 | ||||||||||||||
Debentures [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debentures, outstanding | $ 3,894,809 | ||||||||||||||
Percentage of debt converted | 75% | ||||||||||||||
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 ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Leases | |||
Operating lease assets | $ 2,222,970 | $ 2,543,396 | $ 2,810,556 |
Total lease assets | 2,222,970 | 2,543,396 | 2,810,556 |
Current liabilities- Operating lease liability | 544,690 | 530,797 | 563,793 |
Noncurrent liabilities - Operating lease liability | 1,734,790 | 2,057,805 | 2,266,887 |
Total lease liability | $ 2,279,480 | $ 2,588,602 | $ 2,830,680 |
Schedule of Lease Obligations (
Schedule of Lease Obligations (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Leases | |||
2023 | $ 707,309 | $ 717,772 | |
2024 | 491,435 | 649,974 | |
2025 | 406,221 | 444,301 | |
2026 | 379,585 | 366,620 | |
2027 | 378,902 | 351,434 | |
Thereafter | 464,438 | 728,841 | |
Total payments | 2,827,890 | 3,258,942 | |
Amount representing interest | (548,410) | (670,340) | |
Lease obligation, net | 2,279,480 | 2,588,602 | $ 2,830,680 |
Less lease obligation, current portion | (544,690) | (530,797) | (563,793) |
Lease obligation, long-term portion | $ 1,734,790 | $ 2,057,805 | $ 2,266,887 |
Schedule of Finance Leases (Det
Schedule of Finance Leases (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 |
Leases | ||
Cost | $ 209,457 | $ 209,457 |
Accumulated amortization | (178,383) | (136,491) |
Net book value | $ 31,074 | $ 72,966 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Leases | |||
2023 | $ 16,631 | $ 25,153 | |
2024 | 8,092 | 9,719 | |
2024 | 5,669 | ||
Total payments | 24,723 | 40,541 | |
Amount representing interest | (178) | (1,140) | |
Lease obligation, net | 24,545 | 39,401 | |
Less lease obligation, current portion | (15,982) | (23,184) | |
Lease obligation, long-term portion | $ 8,563 | $ 16,217 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Lease obligation | $ 418,188 | $ 467,864 | $ 642,991 | $ 541,530 |
Lease expense | 567,772 | 629,029 | 858,847 | 788,272 |
Cash paid under operating leases | $ 556,445 | $ 621,228 | $ 834,502 | $ 772,798 |
Weighted average remaning lease term | 5 years 6 months 18 days | 5 years 11 months 23 days | ||
Weighted average discount rate | 8% | 8% | ||
Lease payments implicit borrowing rate | 5% | |||
New Lease [Member] | ||||
Lease obligation | $ 100,711 | $ 296,317 |
Schedule of Stock Option and Wa
Schedule of Stock Option and Warrant Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Options/Warrants outstanding, beginning balance | 1,849,600 | ||
Weighted average exercise price, outstanding, beginning balance | $ 2.29 | ||
Weighted average remaining contractual life, outstanding, beginning balance | 3 years 1 month 20 days | ||
Aggregate intrinsic value, outstanding, beginning balance | $ 218,240 | ||
Options/Warrants outstanding, granted | 329,985 | ||
Weighted average exercise price, granted | $ 1.41 | ||
Options/Warrants outstanding, forfeited | |||
Options/Warrants Outstanding, Exercised | (7,500) | ||
Options/Warrants outstanding, ending balance | 2,179,585 | 1,849,600 | |
Weighted average exercise price, outstanding, ending balance | $ 2.16 | $ 2.29 | |
Weighted average remaining contractual life, outstanding, ending balance | 2 years 8 months 26 days | ||
Aggregate intrinsic value, outstanding, ending balance | $ 658,069 | $ 218,240 | |
Options/Warrants outstanding, exercisable | 1,968,096 | ||
Weighted average exercise price, exercisable | $ 2.25 | ||
Weighted average remaining contractual life, exercisable | 2 years 6 months 7 days | ||
Aggregate intrinsic value, outstanding, ending balance | $ 505,797 | ||
Options/Warrants outstanding, exercised | 7,500 | ||
Stock Option and Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Options/Warrants outstanding, beginning balance | 4,237,650 | 1,784,500 | 1,009,500 |
Weighted average exercise price, outstanding, beginning balance | $ 2.89 | $ 2.20 | $ 3 |
Weighted average remaining contractual life, outstanding, beginning balance | 4 years 1 month 2 days | 3 years 6 months 29 days | |
Aggregate intrinsic value, outstanding, beginning balance | $ 218,240 | $ 3,173,800 | $ 1,141,500 |
Options/Warrants outstanding, granted | 2,460,650 | 775,000 | |
Weighted average exercise price, granted | $ 3.36 | $ 3 | |
Options/Warrants outstanding, forfeited | |||
Options/Warrants Outstanding, Exercised | (7,500) | ||
Weighted Average Exercise Price, Exercised | $ 1.60 | ||
Options/Warrants outstanding, ending balance | 4,237,650 | 1,784,500 | |
Weighted average exercise price, outstanding, ending balance | $ 2.89 | $ 2.20 | |
Weighted average remaining contractual life, outstanding, ending balance | 4 years 3 months 3 days | ||
Aggregate intrinsic value, outstanding, ending balance | $ 218,240 | $ 3,173,800 | |
Options/Warrants outstanding, exercisable | 4,207,400 | ||
Weighted average exercise price, exercisable | $ 2.88 | ||
Weighted average remaining contractual life, exercisable | 4 years 3 months | ||
Aggregate intrinsic value, outstanding, ending balance | $ 218,240 | ||
Options/Warrants outstanding, exercised | 7,500 |
Schedule of Options and Warrant
Schedule of Options and Warrants Outstanding and Exercisable (Details) - $ / shares | May 31, 2022 | Aug. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of options/warrants, outstanding | 2,179,585 | 1,849,600 |
Number of options/warrants, exercisable | 1,968,096 | |
Stock Option And Warrant Membe [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Options/Warrants, Outstanding | 4,237,650 | |
Number of Options/Warrants, Exercisable | 4,207,400 | |
Exercise Price Range One [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of options/warrants, outstanding, exercise price | $ 1.33 | |
Number of options/warrants, exercisable, exercise price | $ 1.33 | |
Number of options/warrants, outstanding | 281,985 | |
Number of options/warrants, exercisable | 70,496 | |
Exercise Price Range One [Member] | Stock Option And Warrant Membe [Member] | ||
Accumulated Other Comprehensive Income (Loss) [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 Two [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of options/warrants, outstanding, exercise price | $ 1.60 | |
Number of options/warrants, exercisable, exercise price | $ 1.60 | |
Number of options/warrants, outstanding | 997,000 | |
Number of options/warrants, exercisable | 997,000 | |
Exercise Price Range Two [Member] | Stock Option And Warrant Membe [Member] | ||
Accumulated Other Comprehensive Income (Loss) [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 Three [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of options/warrants, outstanding, exercise price | $ 1.87 | |
Number of options/warrants, exercisable, exercise price | $ 1.87 | |
Number of options/warrants, outstanding | 48,000 | |
Number of options/warrants, exercisable | 48,000 | |
Exercise Price Range Three [Member] | Stock Option And Warrant Membe [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Options/Warrants, Outstanding | 2,388,050 | |
Number of options/warrants, outstanding, exercise price | $ 3.35 | |
Number of Options/Warrants, Exercisable | 2,388,050 | |
Number of options/warrants, exercisable, exercise price | $ 3.35 | |
Exercise Price Range Four [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of options/warrants, outstanding, exercise price | $ 3 | |
Number of options/warrants, exercisable, exercise price | $ 3 | |
Number of options/warrants, outstanding | 775,000 | |
Number of options/warrants, exercisable | 775,000 | |
Exercise Price Range Four [Member] | Stock Option And Warrant Membe [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Options/Warrants, Outstanding | 72,600 | |
Number of options/warrants, outstanding, exercise price | $ 3.80 | |
Number of Options/Warrants, Exercisable | 42,350 | |
Number of options/warrants, exercisable, exercise price | $ 3.80 | |
Exercise Price Range Five [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of options/warrants, outstanding, exercise price | $ 3.80 | |
Number of options/warrants, exercisable, exercise price | $ 3.80 | |
Number of options/warrants, outstanding | 72,600 | |
Number of options/warrants, exercisable | 72,600 | |
Exercise Price Range Five [Member] | Stock Option And Warrant Membe [Member] | ||
Accumulated Other Comprehensive Income (Loss) [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 | |
Exercise Price Range Six [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of options/warrants, outstanding, exercise price | $ 5 | |
Number of options/warrants, exercisable, exercise price | $ 5 | |
Number of options/warrants, outstanding | 5,000 | |
Number of options/warrants, exercisable | 5,000 |
Schedule of Fair Value of Optio
Schedule of Fair Value of Options Granted by Using Valuation Assumptions (Details) | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Risk-free interest rate | 0.42% | 0.42% | 0.21% | |
Expected life of the options | 2 years 6 months | 2 years 6 months | 2 years 6 months | 2 years 6 months |
Expected volatility | 281% | 268% | 268% | 281% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Minimum [Member] | ||||
Risk-free interest rate | 0.93% | |||
Maximum [Member] | ||||
Risk-free interest rate | 1.89% |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
May 11, 2022 shares | May 02, 2022 USD ($) shares | Apr. 07, 2022 USD ($) shares | Mar. 18, 2022 USD ($) shares | Feb. 24, 2022 USD ($) shares | Jan. 24, 2022 USD ($) shares | Dec. 20, 2021 USD ($) shares | May 24, 2021 USD ($) $ / shares shares | Apr. 13, 2021 USD ($) $ / shares shares | Feb. 01, 2021 | Jul. 21, 2020 USD ($) | Dec. 17, 2019 shares | Dec. 17, 2019 USD ($) shares | May 31, 2022 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) | May 31, 2021 USD ($) $ / shares | Nov. 30, 2020 USD ($) | May 31, 2022 USD ($) $ / shares shares | May 31, 2021 USD ($) $ / shares | Aug. 31, 2021 USD ($) $ / shares shares | Aug. 31, 2020 USD ($) $ / shares shares | Aug. 31, 2020 CAD ($) shares | Nov. 17, 2021 USD ($) $ / shares | Feb. 09, 2021 shares | Jan. 16, 2018 shares | Sep. 08, 2015 shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Convertible preferred stock, shares issued | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Convertible preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Common stock, shares authorized | 499,000,000 | 499,000,000 | 499,000,000 | 499,000,000 | ||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Reverse stock split | the Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. | the Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. At May 31, 2022 and August 31, 2021, there were 30,659,073 and 26,610,144 common shares issued and outstanding, respectively. | 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 | 30,659,073 | 30,659,073 | 26,610,144 | 23,466,236 | ||||||||||||||||||||||
Common stock, shares outstanding | 30,659,073 | 30,659,073 | 26,610,144 | 23,466,236 | ||||||||||||||||||||||
Shares issued during period for intellectual property | $ | $ 188,925 | $ 876,000 | ||||||||||||||||||||||||
Closing price per share | $ / shares | $ 3.35 | |||||||||||||||||||||||||
Stock issued during period, shares, reverse stock splits | 957 | |||||||||||||||||||||||||
Stock issued during period, stock options exercised | 7,500 | |||||||||||||||||||||||||
Stock issued during period, value, stock options exercised | $ | $ 12,000 | |||||||||||||||||||||||||
Issuance of common stock | $ | $ 7,235,580 | $ 92,000 | $ 7,327,580 | $ 113,399 | ||||||||||||||||||||||
Weighted average fair value | $ / shares | $ 1.37 | $ 3.76 | $ 3.76 | $ 2.92 | ||||||||||||||||||||||
Weighted-average exercise price | $ / shares | $ 3.80 | $ 3 | ||||||||||||||||||||||||
Stock option expense | $ | $ 289,892 | $ 88,855 | $ 155,496 | $ 2,265,211 | ||||||||||||||||||||||
Unamortized stock option expense | $ | $ 273,991 | $ 273,991 | $ 111,068 | |||||||||||||||||||||||
Number of options granted | 2,179,585 | 2,179,585 | 1,849,600 | |||||||||||||||||||||||
Expense associated with modified stock option terms | $ | $ 62,822 | |||||||||||||||||||||||||
Debt instrument, face amount | $ | $ 16,666,666 | $ 16,666,666 | $ 1,875,000 | |||||||||||||||||||||||
Weighted-average exercise price | $ / shares | $ 1.41 | $ 3.80 | $ 1.41 | $ 3.80 | ||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 623,929 | |||||||||||||||||||||||||
Debt instrument aggregate principal amount | $ | $ 1,244,444 | $ 1,244,444 | ||||||||||||||||||||||||
Accrued interest | $ | $ 3,405 | $ 3,405 | ||||||||||||||||||||||||
Option 1 [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of options granted | 449,500 | |||||||||||||||||||||||||
Exercise price, re-priced | $ / shares | $ 1.60 | |||||||||||||||||||||||||
Option 2 [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of options granted | 437,000 | |||||||||||||||||||||||||
Acenzia Inc [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Shares issued for acquisition, shares | 3,622,199 | |||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued | 35,437 | 35,437 | ||||||||||||||||||||||||
Issuance of common stock | $ | $ 113,399 | |||||||||||||||||||||||||
2021 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of common stock shares authorized | 4,500,000 | |||||||||||||||||||||||||
Number of shares available for future grant | 4,039,315 | 4,039,315 | 4,369,300 | |||||||||||||||||||||||
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. The Company chose not to cumulatively increase the shares authorized for issuance under the 2021 Plan effective January 1, 2022. As of May 31, 2022, the 2021 Plan had 4,039,315 shares available for award. | |||||||||||||||||||||||||
2015 Incentive Compensation Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of common stock shares authorized | 500,000 | |||||||||||||||||||||||||
2018 Incentiven Plan [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of common stock shares authorized | 1,000,000 | |||||||||||||||||||||||||
Number of shares available for future grant | 864,900 | 864,900 | 864,900 | |||||||||||||||||||||||
Consulting and Services Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 35,000 | 50,000 | ||||||||||||||||||||||||
Proceeds from issuance of restricted shares | $ | $ 64,750 | $ 192,500 | ||||||||||||||||||||||||
Shares issuance date | Sep. 16, 2021 | |||||||||||||||||||||||||
Asset Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 800,000 | |||||||||||||||||||||||||
Number of restricted shares | 240,000 | |||||||||||||||||||||||||
Shares issued during period for intellectual property | $ | $ 876,000 | |||||||||||||||||||||||||
Closing price per share | $ / shares | $ 3.65 | |||||||||||||||||||||||||
Letter of Engagement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 100,000 | |||||||||||||||||||||||||
Proceeds from issuance of restricted shares | $ | $ 375,000 | |||||||||||||||||||||||||
Legal Services [Member] | 2021 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued | 9,913 | |||||||||||||||||||||||||
Issuance of common stock | $ | $ 37,172 | |||||||||||||||||||||||||
Share Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 189,796 | |||||||||||||||||||||||||
Proceeds from issuance of restricted shares | $ | $ 430,837 | |||||||||||||||||||||||||
Closing price per share | $ / shares | $ 2.27 | |||||||||||||||||||||||||
Shares Issued for Medical Services [Member] | 2021 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued | 120,787 | |||||||||||||||||||||||||
Issuance of common stock | $ | $ 215,000 | |||||||||||||||||||||||||
Intellectual Property Asset Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 800,000 | 800,000 | 800,000 | |||||||||||||||||||||||
Shares issued during period for intellectual property | $ | $ 5,248,000 | $ 5,248,000 | ||||||||||||||||||||||||
Closing price per share | $ / shares | $ 6.56 | |||||||||||||||||||||||||
License Agreement Amendment [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Closing price per share | $ / shares | $ 4 | |||||||||||||||||||||||||
Number of shares issued | 96,558 | 96,558 | ||||||||||||||||||||||||
Issuance of common stock | $ | $ 386,231 | |||||||||||||||||||||||||
Related Party Loan Debt [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Closing price per share | $ / shares | $ 15 | |||||||||||||||||||||||||
Number of shares issued | 15,091 | 15,091 | ||||||||||||||||||||||||
Issuance of common stock | $ 226,363 | $ 304,321 | ||||||||||||||||||||||||
Services [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued | 100,000 | 100,000 | ||||||||||||||||||||||||
Issuance of common stock | $ | $ 340,000 | |||||||||||||||||||||||||
Shares Issued for Consulting Services [Member] | 2021 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued | 50,000 | 50,000 | ||||||||||||||||||||||||
Issuance of common stock | $ | $ 250,000 | |||||||||||||||||||||||||
Escrow Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 2,000,000 | |||||||||||||||||||||||||
Shares issuance date | Nov. 17, 2021 | |||||||||||||||||||||||||
Shares held in escrow, value | $ | $ 0 | $ 0 | ||||||||||||||||||||||||
Escrow Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ | $ 1,875,000 | $ 1,875,000 | ||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||
Proceeds from issuance of restricted shares | $ | $ 107,000 | $ 64,500 | $ 65,500 | |||||||||||||||||||||||
Shares issuance date | May 02, 2022 | Feb. 24, 2022 | Dec. 20, 2021 | |||||||||||||||||||||||
Contractor Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 50,000 | |||||||||||||||||||||||||
Proceeds from issuance of restricted shares | $ | $ 138,000 | |||||||||||||||||||||||||
Number of restricted shares | 25,000 | |||||||||||||||||||||||||
Shares issued during period for intellectual property | $ | $ 30,000 | |||||||||||||||||||||||||
Shares issuance date | Mar. 18, 2022 | Jan. 24, 2022 | ||||||||||||||||||||||||
Contractor Agreement One [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 25,000 | |||||||||||||||||||||||||
Proceeds from issuance of restricted shares | $ | $ 69,000 | |||||||||||||||||||||||||
Number of restricted shares | 65,000 | |||||||||||||||||||||||||
Shares issued during period for intellectual property | $ | $ 78,000 | |||||||||||||||||||||||||
Shares issuance date | Mar. 18, 2022 | Jan. 24, 2022 | ||||||||||||||||||||||||
Consulting Agreement One [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 50,000 | |||||||||||||||||||||||||
Proceeds from issuance of restricted shares | $ | $ 60,000 | |||||||||||||||||||||||||
Shares issuance date | Jan. 24, 2022 | |||||||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 800,000 | |||||||||||||||||||||||||
Proceeds from issuance of restricted shares | $ | $ 1,704,000 | |||||||||||||||||||||||||
Shares issuance date | Apr. 07, 2022 | |||||||||||||||||||||||||
Share Exchange Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 225,000 | |||||||||||||||||||||||||
Shares issuance date | May 11, 2022 | |||||||||||||||||||||||||
Non-U.S. Person [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 21,905 | |||||||||||||||||||||||||
Proceeds from issuance of restricted shares | $ | $ 92,000 | |||||||||||||||||||||||||
Independent Contractor [Member] | Statement of Work Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted shares | 15,000 | |||||||||||||||||||||||||
Proceeds from issuance of restricted shares | $ | $ 55,500 | |||||||||||||||||||||||||
Accredited Investors [Member] | Asset Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Closing price per share | $ / shares | $ 3.35 | |||||||||||||||||||||||||
Number of shares issued | 2,388,050 | |||||||||||||||||||||||||
Offering cost, incurred | $ | $ 764,388 |
Schedule of Effective and Statu
Schedule of Effective and Statutory Income Tax Rates (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Pretax income (loss) | $ (4,462,147) | $ (4,915,154) | ||||
Expected income tax expense (benefit) | (1,199,267) | (1,325,927) | ||||
Stock based compensation | 278,281 | 787,869 | ||||
Change in valuation allowance | 920,986 | 538,058 | ||||
Total | ||||||
Total percentage | 0% | 0% | ||||
CANADA | ||||||
Combined statutory tax rate | 26.50% | 26.50% | ||||
Pretax income (loss) | $ (1,102,559) | $ (232,991) | ||||
Expected income tax expense (benefit) | $ (292,178) | $ (61,743) | ||||
Expected income tax expense (benefit), percentage | (26.50%) | (26.50%) | ||||
Stock based compensation | ||||||
Stock based compensation, percentage | 0% | 0% | ||||
Change in valuation allowance | $ 292,178 | $ 61,743 | ||||
Change in valuation allowance, percentage | 26.50% | 26.50% | ||||
Total | ||||||
Total percentage | 0% | 0% | ||||
UNITED STATES | ||||||
Combined statutory tax rate | 27% | 27% | ||||
Pretax income (loss) | $ (3,359,588) | $ (4,682,163) | ||||
Expected income tax expense (benefit) | $ (907,089) | $ (1,264,184) | ||||
Expected income tax expense (benefit), percentage | (27.00%) | (27.00%) | ||||
Stock based compensation | $ 278,281 | $ 787,869 | ||||
Stock based compensation, percentage | 8.30% | 16.80% | ||||
Change in valuation allowance | $ 628,808 | $ 476,315 | ||||
Change in valuation allowance, percentage | 18.70% | 10.20% | ||||
Total | ||||||
Total percentage | 0% | 0% |
Schedule of the Deferred Tax As
Schedule of the Deferred Tax Assets (Details) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 4,168,876 | $ 2,913,805 |
Total deferred income tax asset | 4,168,876 | 2,913,805 |
Less: valuation allowance | (4,168,876) | (2,913,805) |
Total deferred income tax asset | ||
Amortization of intangible assets | (1,500,372) | |
Total deferred tax liability | (1,500,372) | |
Net deferred tax liability | $ (1,500,372) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Increases in valuation allowances | $ 1,255,071 | $ 787,060 |
Deferred tax valuation allowances | 4,168,876 | 2,913,805 |
Operating loss carry forward | 4,168,876 | $ 2,913,805 |
UNITED STATES | ||
Operating loss carry forward | 5,577,000 | |
CANADA | ||
Operating loss carry forward | $ 5,643,000 |
Summary of Purchase Price Alloc
Summary of Purchase Price Allocation at Fair Value (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Business Acquisition [Line Items] | |||
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 | ||
Goodwill | 11,366,618 | $ 9,488,848 | $ 636,942 |
Accounts payable and accrued expenses | (189,080) | ||
Purchase price | 983,925 | ||
CEBA loan | (47,766) | ||
Minority interest | (97,311) | ||
Canada Corp [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 7,629 | ||
Accounts receivable | 2,754 | ||
Property and equipment | 8,813 | ||
Goodwill | 31,705 | ||
Purchase price | 25,500 | ||
Minority interest | (25,401) | ||
Poling Taddeo Hovius Physiotherapy Professional Corp [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 18,383 | ||
Accounts receivable | 44,289 | ||
Prepaid expenses and other current assets | 11,292 | ||
Property and equipment | 9,475 | ||
Goodwill | 151,686 | ||
Purchase price | 235,125 | ||
Clinical Consultants International L L C [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 2,186 | ||
Goodwill | 1,701,814 | ||
Purchase price | $ 1,704,000 | ||
Acenzia Inc [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 3,738,171 | ||
Accounts receivable | 808,165 | ||
Inventory | 195,518 | ||
Prepaid expenses and other current assets | 3,594 | ||
Property and equipment | 5,687,988 | ||
Intangible assets | 6,227,000 | ||
Goodwill | 8,726,949 | ||
Accounts payable and accrued expenses | (1,845,114) | ||
Due to related party | (185,614) | ||
Note payable | (12,534,593) | ||
Deferred tax liability | (1,536,000) | ||
Lease obligation | (49,457) | ||
Purchase price | 9,236,607 | ||
Pro Dip [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | |||
Accounts receivable | |||
Inventory | 9,050 | ||
Prepaid expenses and other current assets | |||
Property and equipment | 16,355 | ||
Intangible assets | 455,752 | ||
Goodwill | |||
Accounts payable and accrued expenses | |||
Due to related party | |||
Note payable | (40,320) | ||
Deferred tax liability | |||
Lease obligation | |||
Purchase price | $ 440,837 |
Summary of Purchase Price (Deta
Summary of Purchase Price (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Cash | $ 10,000 | ||||
Issuance of common stock | $ 1,704,000 | $ 430,837 | 430,837 | ||
Common stock to be issued | 983,925 | ||||
Purchase price, total | 983,925 | ||||
Canada Corp [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | |||||
Common stock to be issued | 25,500 | ||||
Purchase price, total | 25,500 | ||||
Poling Taddeo Hovius Physiotherapy Professional Corp [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | |||||
Common stock to be issued | 235,125 | ||||
Purchase price, total | 235,125 | ||||
Clinical Consultants International L L C [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | |||||
Common stock to be issued | 1,704,000 | ||||
Purchase price, total | $ 1,704,000 | ||||
Acenzia Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | |||||
Issuance of common stock | |||||
Common stock to be issued | 9,236,607 | ||||
Purchase price, total | 9,236,607 | ||||
Pro Dip [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | 10,000 | ||||
Issuance of common stock | 430,837 | ||||
Common stock to be issued | |||||
Purchase price, total | $ 440,837 |
Summary of Unaudited Pro Forma
Summary of Unaudited Pro Forma Results of Operations (Details) - Pro Forma [Member] - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Sales | $ 12,860,406 | $ 14,047,859 |
Cost of goods sold | 8,231,486 | 8,420,513 |
Gross profit | 4,628,920 | 5,627,346 |
Operating expenses | 10,285,972 | 14,091,463 |
Loss from operations | (5,657,052) | (8,464,117) |
Net loss | $ (6,335,783) | $ (9,421,409) |
Loss per share | $ (0.22) | $ (0.35) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
May 11, 2022 shares | Mar. 17, 2022 shares | Mar. 02, 2022 USD ($) $ / shares shares | Nov. 17, 2021 USD ($) $ / shares shares | Nov. 17, 2021 CAD ($) shares | Oct. 22, 2021 USD ($) $ / shares shares | Oct. 08, 2021 CAD ($) shares | Aug. 31, 2021 USD ($) $ / shares | Feb. 01, 2021 | Dec. 11, 2020 USD ($) $ / shares shares | Dec. 17, 2019 shares | May 31, 2022 USD ($) $ / shares | Nov. 30, 2021 USD ($) | Aug. 31, 2021 USD ($) $ / shares | May 31, 2021 USD ($) | Nov. 30, 2020 USD ($) | May 31, 2022 USD ($) $ / shares | May 31, 2021 USD ($) | Aug. 31, 2021 USD ($) $ / shares shares | Aug. 31, 2020 USD ($) | Jul. 21, 2020 $ / shares | |
Business Acquisition [Line Items] | |||||||||||||||||||||
Purchase price of assets | $ 188,925 | $ 876,000 | |||||||||||||||||||
Debt instrument convertible conversion price | $ / shares | $ 3.65 | $ 15 | |||||||||||||||||||
Revenues | $ 13,851,883 | $ 2,380,974 | $ 19,883,033 | $ 6,612,374 | 9,305,255 | $ 7,860,567 | |||||||||||||||
Net income (loss) | (3,810,054) | (411,187) | (10,421,808) | $ (2,522,527) | (4,462,147) | (4,915,154) | |||||||||||||||
Share price | $ / shares | $ 3.35 | ||||||||||||||||||||
Business combination consideration transferred | $ 983,925 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 7,235,580 | $ 92,000 | $ 7,327,580 | $ 113,399 | |||||||||||||||||
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. | the Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. At May 31, 2022 and August 31, 2021, there were 30,659,073 and 26,610,144 common shares issued and outstanding, respectively. | 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 | ||||||||||||||||||
Purchase price per share | $ / shares | $ 2 | $ 2 | |||||||||||||||||||
Canada Corp [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Revenues | $ 54,414 | ||||||||||||||||||||
Net income (loss) | 15,999 | ||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 17,000 | ||||||||||||||||||||
Business combination consideration transferred | $ 25,500 | ||||||||||||||||||||
Purchase price | $ 68,000 | ||||||||||||||||||||
Purchase price per share | $ / shares | $ 4 | ||||||||||||||||||||
Poling Taddeo Hovius Physiotherapy Professional Corp [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Revenues | 118,742 | ||||||||||||||||||||
Net income (loss) | 17,619 | ||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 156,750 | ||||||||||||||||||||
Business combination consideration transferred | 235,125 | ||||||||||||||||||||
Purchase price | $ 627,000 | ||||||||||||||||||||
Purchase price per share | $ / shares | $ 4 | ||||||||||||||||||||
Clinical Consultants International L L C [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Revenues | 0 | ||||||||||||||||||||
Net income (loss) | $ 717 | ||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 800,000 | ||||||||||||||||||||
Business combination consideration transferred | $ 1,704,000 | ||||||||||||||||||||
Canada Corp [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity method investment ownership percentage | 50.10% | 50.10% | 50.10% | ||||||||||||||||||
Clinical Consultants International L L C [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity method investment ownership percentage | 100% | ||||||||||||||||||||
Ontario Inc [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Common stock issued for intellectual property, shares | shares | 240,000 | ||||||||||||||||||||
Pro-Dip, LLC [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Revenues | $ 1,172 | ||||||||||||||||||||
Net income (loss) | $ 106,706 | ||||||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Purchase price of assets | $ 876,000 | ||||||||||||||||||||
Common stock issued for intellectual property, shares | shares | 240,000 | ||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 800,000 | ||||||||||||||||||||
Share price | $ / shares | $ 3.65 | $ 3.65 | $ 3.65 | ||||||||||||||||||
Asset Purchase Agreement [Member] | Ontario Inc [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Purchase price of assets | $ 876,000 | ||||||||||||||||||||
Share Exchange Agreement [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 225,000 | ||||||||||||||||||||
Share Exchange Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Purchase price adjustment value | $ 14,162,795 | ||||||||||||||||||||
Business combination consideration transferred | $ 398,050 | $ 500,000 | |||||||||||||||||||
Shares issued, price per share | $ / shares | $ 3.35 | ||||||||||||||||||||
Share Exchange Agreement [Member] | Subsequent Event [Member] | ACZ Shareholders [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 3,622,199 | ||||||||||||||||||||
Share price | $ / shares | $ 3.91 | ||||||||||||||||||||
Share Exchange Agreement [Member] | ACZ Shareholders [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Revenues | $ 446,390 | ||||||||||||||||||||
Net income (loss) | $ 549,666 | ||||||||||||||||||||
Share Exchange Agreement [Member] | ACZ Shareholders [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business combination consideration transferred | $ 9,236,607 | ||||||||||||||||||||
Share Exchange Agreement [Member] | Terragenx Inc [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business combination consideration transferred | $ 398,050 | ||||||||||||||||||||
Ownership percentage | 91% | 91% | |||||||||||||||||||
Share Exchange Agreement [Member] | Terragenx [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Revenues | $ 1,521,348 | ||||||||||||||||||||
Net income (loss) | $ 115,427 | ||||||||||||||||||||
Share price | $ / shares | $ 1.59 | ||||||||||||||||||||
Business combination consideration transferred | $ 983,925 | $ 500,000 | |||||||||||||||||||
Ownership percentage | 91% | 91% | |||||||||||||||||||
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. | |||||||||||||||||||
Common stock issued for cash, shares | shares | 910 | 910 | |||||||||||||||||||
Business acquisition number of shares issued | shares | 118,821 | 118,821 | |||||||||||||||||||
Share Exchange Agreement [Member] | Terragenx [Member] | Terry Mullins [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Common stock issued for cash, shares | shares | 500,000 | 500,000 | |||||||||||||||||||
Share Exchange Agreement [Member] | Terragenx [Member] | NHL [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Common stock issued for cash, shares | 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] | |||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 118,821 | 118,821 | |||||||||||||||||||
Share price | $ / shares | $ 1.59 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,592,200 | $ 2,000,000 | |||||||||||||||||||
Number of restricted shares of common stock | 398,050 | 500,000 | |||||||||||||||||||
Asset acquisition consideration transferred | $ 188,925 | ||||||||||||||||||||
Mullins Asset Purchase Agreement [Member] | Subsequent Event [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] | Subsequent Event [Member] | Mr. Mullins [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 118,821 | 118,821 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,592,200 | $ 2,000,000 | |||||||||||||||||||
Number of restricted shares of common stock | $ 398,050 | $ 500,000 | |||||||||||||||||||
Mullins Asset Purchase Agreement [Member] | Terragenx [Member] | Mr. Mullins [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of shares issued, value | 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] | |||||||||||||||||||||
Common stock issued for cash, shares | shares | 185,000 | ||||||||||||||||||||
Proceeds from joint venture | $ 1,500,000 | ||||||||||||||||||||
Reverse stock split | The net profits and net losses of the JV will be split 50/50 between NHL and EK-Tech | ||||||||||||||||||||
Joint Venture Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Common stock issued for cash, shares | shares | 185,000 | ||||||||||||||||||||
Proceeds from joint venture | $ 1,500,000 | ||||||||||||||||||||
Reverse stock split | 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 | 9 Months Ended | 12 Months Ended | ||||||||
May 31, 2022 | Feb. 28, 2022 | Nov. 30, 2021 | May 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||||||||
Sales | $ 13,851,883 | $ 2,380,974 | $ 19,883,033 | $ 6,612,374 | $ 9,305,255 | $ 7,860,567 | |||||
Gross profit | 2,408,882 | 1,280,458 | 4,891,702 | 2,843,354 | 3,822,998 | 3,058,372 | |||||
Income (loss) from operations | (1,202,746) | (401,972) | (4,687,081) | (2,485,640) | (4,373,519) | (4,262,598) | |||||
Depreciation and amortization | 881,597 | 381,502 | 2,349,434 | 1,118,925 | 1,724,122 | 1,445,076 | |||||
Capital expenditures | 200,751 | 190,973 | 201,369 | 255,949 | 12,110 | ||||||
Interest expenses | 513,398 | 21,701 | 1,808,310 | 68,590 | 165,003 | 156,662 | |||||
Net income (loss) | (3,810,054) | (411,187) | (10,421,808) | (2,522,527) | (4,462,147) | (4,915,154) | |||||
Total assets | 71,792,814 | 71,792,814 | 61,958,281 | 35,390,618 | |||||||
Accounts receivable | 5,166,239 | 5,166,239 | 1,468,429 | 1,732,432 | |||||||
Intangible assets | 32,192,858 | 32,192,858 | 32,029,499 | 26,623,448 | |||||||
Goodwill | 11,366,618 | 11,366,618 | 9,488,848 | 636,942 | |||||||
Net income (loss) | (3,744,025) | $ (4,868,204) | $ (1,816,395) | (415,271) | $ (1,340,591) | $ (773,103) | (10,428,624) | (2,528,965) | (4,470,935) | (4,924,209) | |
Previously Reported [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 61,958,281 | ||||||||||
Accounts receivable | 1,468,429 | ||||||||||
Intangible assets | 32,436,468 | ||||||||||
Goodwill | 9,081,879 | 636,942 | $ 623,081 | ||||||||
Healthcare Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales | 2,199,889 | 2,380,974 | 6,253,089 | 6,612,374 | 8,857,693 | 7,860,567 | |||||
Gross profit | 939,542 | 1,280,458 | 2,499,608 | 2,843,354 | 3,694,512 | 3,058,372 | |||||
Income (loss) from operations | (239,981) | 255,129 | (616,303) | (99,454) | (516,437) | 442,656 | |||||
Depreciation and amortization | 249,831 | 13,902 | 393,942 | 57,840 | 91,978 | 75,726 | |||||
Capital expenditures | 200,751 | 175,418 | 201,369 | 216,284 | 12,110 | ||||||
Interest expenses | 14,532 | 21,701 | 54,686 | 68,590 | 89,154 | 156,662 | |||||
Net income (loss) | (552,893) | (232,991) | |||||||||
Total assets | 6,491,538 | 6,491,538 | 7,318,888 | 7,607,820 | |||||||
Accounts receivable | 815,833 | 815,833 | 953,919 | 1,732,432 | |||||||
Intangible assets | |||||||||||
Goodwill | 741,209 | 741,209 | 557,357 | 636,942 | |||||||
Net income (loss) | (252,122) | 235,867 | (663,646) | (160,492) | |||||||
Product Manufacturing and Development [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales | 447,562 | ||||||||||
Gross profit | 128,486 | ||||||||||
Income (loss) from operations | (580,523) | ||||||||||
Depreciation and amortization | 203,459 | ||||||||||
Capital expenditures | 39,665 | ||||||||||
Interest expenses | 75,849 | ||||||||||
Net income (loss) | (656,372) | ||||||||||
Total assets | 21,427,285 | ||||||||||
Accounts receivable | 514,510 | ||||||||||
Intangible assets | 6,365,705 | ||||||||||
Goodwill | 8,524,522 | ||||||||||
Corporate Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales | |||||||||||
Gross profit | |||||||||||
Income (loss) from operations | (1,299,113) | (657,101) | (3,561,436) | (2,386,186) | (3,276,559) | (4,705,254) | |||||
Depreciation and amortization | 367,600 | 367,600 | 1,102,800 | 1,061,085 | 1,428,685 | 1,369,350 | |||||
Capital expenditures | |||||||||||
Interest expenses | 404,101 | 686,413 | |||||||||
Net income (loss) | (3,252,882) | (4,682,163) | |||||||||
Total assets | 40,470,565 | 40,470,565 | 33,212,108 | 27,782,798 | |||||||
Accounts receivable | 2,585,932 | 2,585,932 | |||||||||
Intangible assets | 24,967,963 | 24,967,963 | 26,070,763 | 26,623,448 | |||||||
Goodwill | 1,701,814 | 1,701,814 | |||||||||
Net income (loss) | (3,470,750) | (651,138) | (7,123,887) | (2,368,473) | |||||||
Product Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales | 11,651,994 | 13,629,944 | |||||||||
Gross profit | 1,469,340 | 2,392,094 | |||||||||
Income (loss) from operations | 336,348 | (509,342) | |||||||||
Depreciation and amortization | 266,166 | 852,692 | |||||||||
Capital expenditures | 15,555 | ||||||||||
Interest expenses | 94,765 | 1,067,211 | |||||||||
Total assets | 24,830,711 | 24,830,711 | 21,427,285 | ||||||||
Accounts receivable | 1,764,474 | 1,764,474 | 514,510 | ||||||||
Intangible assets | 7,224,895 | 7,224,895 | 5,958,736 | ||||||||
Goodwill | 8,923,595 | 8,923,595 | $ 8,931,491 | ||||||||
Net income (loss) | $ (21,153) | $ (2,641,091) |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 12 Months Ended | ||
Aug. 31, 2021 USD ($) Integer | May 31, 2022 USD ($) | Aug. 31, 2020 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Number of reportable segments | Integer | 2 | ||
Property and equipment | $ 6,070,291 | $ 5,931,683 | $ 353,660 |
CANADA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property and equipment | $ 16,355 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jul. 12, 2022 USD ($) shares | Jul. 05, 2022 shares | Jun. 30, 2022 USD ($) | Jun. 29, 2022 shares | Jun. 14, 2022 USD ($) | Jun. 01, 2022 USD ($) | May 11, 2022 shares | Dec. 14, 2021 USD ($) $ / shares shares | Nov. 17, 2021 USD ($) $ / shares shares | Nov. 17, 2021 CAD ($) shares | Oct. 08, 2021 CAD ($) shares | Oct. 02, 2021 $ / shares shares | May 24, 2021 USD ($) shares | Feb. 01, 2021 | Jul. 21, 2020 $ / shares shares | May 31, 2022 USD ($) $ / shares shares | May 31, 2021 USD ($) | Nov. 30, 2020 USD ($) | May 31, 2022 USD ($) $ / shares shares | May 31, 2021 USD ($) shares | Aug. 31, 2021 USD ($) $ / shares | Aug. 31, 2020 USD ($) | Dec. 11, 2020 $ / shares | |
Subsequent Event [Line Items] | |||||||||||||||||||||||
Exercise price | $ / shares | $ 2.16 | $ 2.16 | $ 2.29 | ||||||||||||||||||||
Reverse stock split, description | 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. | the Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. At May 31, 2022 and August 31, 2021, there were 30,659,073 and 26,610,144 common shares issued and outstanding, respectively. | 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 | ||||||||||||||||||||
Business combination consideration transferred | $ 983,925 | ||||||||||||||||||||||
Common stock issued for cash, net of offering costs | $ 7,235,580 | $ 92,000 | $ 7,327,580 | $ 113,399 | |||||||||||||||||||
Debt Instrument, Maturity Date | May 17, 2022 | May 17, 2022 | Sep. 01, 2022 | ||||||||||||||||||||
Debt face amount | $ 1,875,000 | 16,666,666 | 16,666,666 | ||||||||||||||||||||
Payments of related party debt | 21,932 | $ 177,534 | $ 246,327 | $ 198,778 | |||||||||||||||||||
Original issue discount | $ 2,133,890 | $ 3,654,752 | |||||||||||||||||||||
Conversion price | $ / shares | $ 15 | $ 3.65 | |||||||||||||||||||||
Warrants issued | shares | 223,880 | 5,833,334 | 5,833,334 | ||||||||||||||||||||
Debt conversion, shares issued | shares | 15,091 | 8,270,812 | 4,308,591 | ||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 15,270,000 | ||||||||||||||||||||||
Convertible notes payable | $ 1,579,176 | $ 11,409,200 | 11,409,200 | ||||||||||||||||||||
Convertible note payable | $ 1,875,000 | $ 1,875,000 | |||||||||||||||||||||
Terragenx Inc [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Ownership Percentage | 91% | 91% | |||||||||||||||||||||
Debt face amount | $ 937,500 | ||||||||||||||||||||||
Convertible notes payable | $ 1,875,000 | ||||||||||||||||||||||
Joint Venture Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from Joint Venture | $ 1,500,000 | ||||||||||||||||||||||
Number of shares issued | shares | 185,000 | ||||||||||||||||||||||
Reverse stock split, description | The net profits and net losses of the JV will be split 50/50 between NHL and EK-Tech | ||||||||||||||||||||||
Share Exchange Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 225,000 | ||||||||||||||||||||||
Mullins Asset Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [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] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Common stock issued for cash, net of offering costs | $ 1,592,200 | $ 2,000,000 | |||||||||||||||||||||
Number of restricted shares of common stock | $ 398,050 | $ 500,000 | |||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 118,821 | 118,821 | |||||||||||||||||||||
Share Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Number of restricted shares of common stock | $ 430,837 | ||||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 189,796 | ||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note Amortization Payment [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Principal and interest owed | $ 1,391,589 | ||||||||||||||||||||||
Subsequent event description | Payment pursuant to the terms and conditions of the $16.66m+ convertible notes | ||||||||||||||||||||||
Subsequent Event [Member] | Restricted Stock Issuance For Independent Contractor Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Restricted common stock shares | shares | 50,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Senior Secured Convertible Notes [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Number of shares issued | shares | 12,572 | ||||||||||||||||||||||
Debt face amount | $ 143 | ||||||||||||||||||||||
Convertible note payable | $ 25,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Acenzia Promissory Note [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Principal and interest owed | $ 5,300,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Sarfaraz Ali [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Directors description | (i) Sarfaraz Ali was appointed as a member of the Board of Directors; (ii) the size of the Board of Directors was reduced from seven to five members. The Board of Directors has undertaken a review of Mr. Ali’s independence and determined that Mr. Ali does not have a material relationship with the Company that could compromise his ability to exercise independent judgment in carrying out his responsibilities and that Mr. Ali is “independent” as that term is defined under the listing standards of The Nasdaq Stock Market LLC | ||||||||||||||||||||||
Changes in fair value market | $ 75,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Terragenx Inc [Member] | Promissory Notes Payment [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Convertible notes payable | $ 1,875,000 | ||||||||||||||||||||||
Principal and interest owed | 948,874 | ||||||||||||||||||||||
Subsequent Event [Member] | Terragenx Inc [Member] | Promissory Notes Payment And Extension [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Convertible notes payable | 1,875,000 | ||||||||||||||||||||||
Principal and interest owed | 937,500 | ||||||||||||||||||||||
Convertible note payable | $ 192,188 | ||||||||||||||||||||||
Maturity date | Nov. 29, 2022 | ||||||||||||||||||||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Proceeds from Joint Venture | $ 1,500,000 | ||||||||||||||||||||||
Number of shares issued | shares | 185,000 | ||||||||||||||||||||||
Reverse stock split, description | The net profits and net losses of the JV will be split 50/50 between NHL and EK-Tech. | ||||||||||||||||||||||
Subsequent Event [Member] | Share Exchange Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Business combination consideration transferred | $ 398,050 | $ 500,000 | |||||||||||||||||||||
Shares issued price per share | $ / shares | $ 3.35 | ||||||||||||||||||||||
Subsequent Event [Member] | Share Exchange Agreement [Member] | Terragenx Inc [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Number of shares issued | shares | 100 | 100 | |||||||||||||||||||||
Ownership Percentage | 91% | 91% | |||||||||||||||||||||
Business acquisition number of shares issued | shares | 118,821 | 118,821 | |||||||||||||||||||||
Subsequent Event [Member] | Share Exchange Agreement [Member] | Novo Healthnet Limited [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Number of shares issued | shares | 910 | 910 | |||||||||||||||||||||
Ownership Percentage | 91% | 91% | |||||||||||||||||||||
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. | |||||||||||||||||||||
Subsequent Event [Member] | Mullins Asset Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [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 | |||||||||||||||||||||
Subsequent Event [Member] | Mullins Asset Purchase Agreement [Member] | Mr. Mullins [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Common stock issued for cash, net of offering costs | $ 1,592,200 | $ 2,000,000 | |||||||||||||||||||||
Number of restricted shares of common stock | $ 398,050 | $ 500,000 | |||||||||||||||||||||
Number of restricted shares of common stock, shares | shares | 118,821 | 118,821 | |||||||||||||||||||||
Subsequent Event [Member] | Mullins Asset Purchase Agreement [Member] | Terragenx Inc [Member] | Mr. Mullins [Member] | |||||||||||||||||||||||
Subsequent Event [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 | |||||||||||||||||||||
Subsequent Event [Member] | Jefferson Street Capital Stock Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Exercise price | $ / shares | $ 3.35 | ||||||||||||||||||||||
Number of shares issued | shares | 1,000,000 | 1,000,000 | |||||||||||||||||||||
Common stock issued for cash, net of offering costs | $ 750,000 | ||||||||||||||||||||||
Debt instrument, issuance date | Nov. 17, 2021 | Nov. 17, 2021 | |||||||||||||||||||||
Debt Instrument, Maturity Date | May 17, 2022 | May 17, 2022 | |||||||||||||||||||||
Debt face amount | $ 937,500 | ||||||||||||||||||||||
Payments of related party debt | 937,500 | ||||||||||||||||||||||
Purchase price | 750,000 | ||||||||||||||||||||||
Original issue discount | $ 187,500 | ||||||||||||||||||||||
Debt Instrument, Interest Rate | 1% | 1% | |||||||||||||||||||||
Conversion price | $ / shares | $ 3.35 | ||||||||||||||||||||||
Repayments of debt | $ 750,000 | ||||||||||||||||||||||
Warrants issued | shares | 111,940 | ||||||||||||||||||||||
Subsequent Event [Member] | Platinum Point Capital Stock Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Number of shares issued | shares | 1,000,000 | 1,000,000 | |||||||||||||||||||||
Common stock issued for cash, net of offering costs | $ 750,000 | ||||||||||||||||||||||
Debt instrument, issuance date | Nov. 17, 2021 | Nov. 17, 2021 | |||||||||||||||||||||
Debt Instrument, Maturity Date | May 17, 2022 | May 17, 2022 | |||||||||||||||||||||
Debt face amount | $ 937,500 | ||||||||||||||||||||||
Payments of related party debt | 937,500 | ||||||||||||||||||||||
Purchase price | 750,000 | ||||||||||||||||||||||
Original issue discount | $ 187,500 | ||||||||||||||||||||||
Debt Instrument, Interest Rate | 1% | 1% | |||||||||||||||||||||
Conversion price | $ / shares | $ 3.35 | ||||||||||||||||||||||
Repayments of debt | $ 750,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Platinum Point Capital Common Stock Purchase Warrant [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Number of shares issued | shares | 111,940 | 111,940 | |||||||||||||||||||||
Conversion price | $ / shares | $ 3.35 | ||||||||||||||||||||||
Subsequent Event [Member] | Share Purchase Agreement [Member] | Purchaser [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Warrants issued | shares | 5,833,334 | ||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2 | ||||||||||||||||||||||
Subsequent Event [Member] | Share Purchase Agreement [Member] | Purchaser [Member] | Senior Secured Convertible Notes [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 14, 2023 | ||||||||||||||||||||||
Debt face amount | $ 16,666,666 | ||||||||||||||||||||||
Original issue discount | $ 1,388,888 | ||||||||||||||||||||||
Debt Instrument, Interest Rate | 5% | ||||||||||||||||||||||
Conversion price | $ / shares | $ 2 | ||||||||||||||||||||||
Debt conversion, shares issued | shares | 68,557,248 | ||||||||||||||||||||||
Stock issued upon warrant exercise, shares | shares | 5,833,334 | ||||||||||||||||||||||
Debt issuance discount, percentage | 10% | ||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 15,000,000 | ||||||||||||||||||||||
Equity blocker | 9.99% | ||||||||||||||||||||||
Debt default, description | If an event of default occurs, the holder may convert all, or any part, of the principal amount of a Note and all accrued and unpaid interest and late charge at an alternate conversion price, as described in the Notes. Subject to certain conditions, the Company has the right to redeem all, but not less than all, of the remaining principal amount of the Notes and all accrued and unpaid interest and late charges in cash at a price equal to 135% of the amount being redeemed. | ||||||||||||||||||||||
Subsequent Event [Member] | 2021 Plan Option Grant [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Options granted | shares | 48,000 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 1.87 | ||||||||||||||||||||||
Options expiration, date | Oct. 01, 2026 | ||||||||||||||||||||||
Subsequent Event [Member] | Twenty Twenty One [Member] | Michael Gaynor [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Common stock pursuant shares | shares | 50,000 | ||||||||||||||||||||||
Service period | 5 years | ||||||||||||||||||||||
Subsequent Event [Member] | Twenty Twenty One [Member] | Pierre Dalcourt [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Common stock pursuant shares | shares | 250,000 | ||||||||||||||||||||||
Service period | 5 years |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | 9 Months Ended |
May 31, 2022 USD ($) $ / shares shares | |
Convertible Notes Payable | |
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 | $ / shares | $ 5.12 |
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 | 3 years 9 months |
Aggregate intrinsic value, outstanding, ending balance | $ | $ 291,667 |
Warrants outstanding, exercisable | 8,445,264 |
Weighted average exercise price, exercisable | $ / shares | $ 2.42 |
Weighted average remaining contractual life, exercisable | 3 years 9 months |
Aggregate intrinsic value, exercisable | $ | $ 291,667 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) - Exercise Price Range [Member] | May 31, 2022 $ / shares shares |
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 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 14, 2021 USD ($) $ / shares | Nov. 17, 2021 USD ($) $ / shares shares | Jul. 21, 2020 shares | May 31, 2022 USD ($) $ / shares shares | May 31, 2021 USD ($) | May 31, 2022 USD ($) $ / shares shares | May 31, 2021 USD ($) shares | Aug. 31, 2021 | Aug. 31, 2020 | |
Convertible Notes Payable | $ 1,579,176 | $ 11,409,200 | $ 11,409,200 | ||||||
Convertible notes payable face amount | $ 1,875,000 | $ 16,666,666 | $ 16,666,666 | ||||||
Debt rate | 5% | 1% | 10% | ||||||
Debt Instrument, Maturity Date | May 17, 2022 | Sep. 01, 2022 | |||||||
Share Price | $ / shares | $ 3.35 | ||||||||
Convertible notes payable, note holders issued warrants to purchase total, shares | shares | 223,880 | 5,833,334 | 5,833,334 | ||||||
Common stock per shares | $ / shares | $ 2 | $ 2 | |||||||
Redemption of warrants description | The warrants expire on November 17, 2024. The Company first determined the value of the $1.875m convertible notes 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 assumption | The warrants expire on December 14, 2025. The Company first determined the value of the $16.66m+ convertible notes and the fair value of the detachable warrants issued in connection with this transaction. The estimated value of the warrants of $7,680,156 was determined using the Black-Scholes option pricing model with the following assumptions | |||||||
Number Of Estimated Value Warrants Or Rights | $ 351,240 | $ 7,680,156 | $ 7,680,156 | ||||||
Warrants and rights outstanding, term | 4 years | 4 years | |||||||
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) | 2,133,890 | 3,654,752 | |||||||
Debt instrument debt discount | 2,893,927 | 2,893,927 | |||||||
Debt instrument unamortization debt discount | 5,170,205 | $ 5,170,205 | |||||||
Debt conversion, converted instrument, shares issued | shares | 15,091 | 8,270,812 | 4,308,591 | ||||||
Convertible Debt [Member] | |||||||||
Debt instrument debt discount | 760,824 | $ 760,824 | |||||||
Debt instrument unamortization debt discount | 0 | 0 | |||||||
Debt instrument aggregate principal amount | 1,244,444 | 1,244,444 | |||||||
Accrued interest | $ 3,405 | 3,405 | |||||||
Debt conversion, converted instrument, shares issued | shares | 623,929 | ||||||||
Convertible Notes [Member] | |||||||||
Amortization of debt discount (premium) | $ 760,824 | 8,064,132 | |||||||
Warrant [Member] | |||||||||
Convertible Notes Payable | $ 5,257,466 | $ 5,257,466 | |||||||
Measurement Input, Price Volatility [Member] | |||||||||
Measurement input percentage | 300 | 275 | 275 | ||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||
Measurement input percentage | 0 | 0 | 0 | ||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Measurement input percentage | 0.85 | ||||||||
Measurement input percentage | 1.23% | ||||||||
Measurement Input, Expected Term [Member] | |||||||||
Warrants and rights outstanding, term | 3 years | ||||||||
Novo Integrated [Member] | |||||||||
Convertible Notes Payable | $ 16,666,666 | ||||||||
Convertible notes payable face amount | $ 8,333,333 | ||||||||
Debt Instrument, Maturity Date | Jun. 14, 2023 | ||||||||
Share Price | $ / shares | $ 2 | ||||||||
Terragenx Inc [Member] | |||||||||
Convertible Notes Payable | $ 1,875,000 | ||||||||
Convertible notes payable face amount | $ 937,500 | ||||||||
Ownership Percentage | 91% |