Cover
Cover - shares | 6 Months Ended | |
Feb. 28, 2023 | May 26, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 28, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --08-31 | |
Entity File Number | 001-40089 | |
Entity Registrant Name | Novo Integrated Sciences, Inc. | |
Entity Central Index Key | 0001138978 | |
Entity Tax Identification Number | 59-3691650 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 11120 NE 2nd Street | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Bellevue | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98004 | |
City Area Code | (206) | |
Local Phone Number | 617-9797 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | NVOS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 144,857,518 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 609,738 | $ 2,178,687 |
Accounts receivable, net | 923,556 | 1,017,405 |
Inventory, net | 925,107 | 879,033 |
Other receivables | 1,045,619 | 1,085,335 |
Prepaid expenses and other current assets | 546,604 | 571,335 |
Total current assets | 4,050,624 | 5,731,795 |
Property and equipment, net | 5,449,163 | 5,800,648 |
Intangible assets, net | 17,199,620 | 18,840,619 |
Right-of-use assets, net | 2,250,442 | 2,673,934 |
Goodwill | 7,539,469 | 7,825,844 |
TOTAL ASSETS | 36,489,318 | 40,872,840 |
Current Liabilities: | ||
Accounts payable | 2,040,073 | 1,800,268 |
Accrued expenses | 1,222,832 | 1,116,125 |
Accrued interest (including amounts to related parties) | 469,308 | 454,189 |
Government loans and notes payable, current portion | 92,050 | |
Convertible notes payable, net of discount of $307,623 | 421,489 | 9,099,654 |
Contingent liability | 62,388 | 534,595 |
Due to related parties | 468,749 | 478,897 |
Finance lease liability, current portion | 15,938 | 8,890 |
Operating lease liability, current portion | 473,628 | 582,088 |
Total current liabilities | 6,178,078 | 14,074,706 |
Debentures, related parties, net of current portion | 946,250 | |
Government loans and notes payable, net of current portion | 64,977 | 161,460 |
Finance lease liability, net of current portion | 12,076 | |
Operating lease liability, net of current portion | 1,890,624 | 2,185,329 |
Deferred tax liability | 1,392,553 | 1,445,448 |
TOTAL LIABILITIES | 9,526,232 | 18,825,269 |
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 February 28, 2023 and August 31, 2022, respectively | ||
Common stock; $0.001 par value; 499,000,000 shares authorized; 139,626,576 and 31,180,603 shares issued and outstanding at February 28, 2023 and August 31, 2022, respectively | 139,626 | 31,181 |
Additional paid-in capital | 88,320,971 | 66,056,824 |
Common stock to be issued (911,392 and 4,149,633 shares at February 28, 2023 and August 31, 2022) | 1,217,293 | 9,474,807 |
Other comprehensive (loss) income | (51,993) | 560,836 |
Accumulated deficit | (62,375,257) | (53,818,489) |
Total Novo Integrated Sciences, Inc. stockholders’ equity | 27,250,640 | 22,305,159 |
Noncontrolling interest | (287,554) | (257,588) |
Total stockholders’ equity | 26,963,086 | 22,047,571 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 36,489,318 | 40,872,840 |
Related Party [Member] | ||
Current Liabilities: | ||
Due to related parties | 468,749 | 478,897 |
Debentures, related parties, current portion | $ 911,623 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable net of discount current | $ 307,623 | $ 307,623 |
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 499,000,000 | 499,000,000 |
Common stock, shares issued | 139,626,576 | 31,180,603 |
Common stock, shares outstanding | 139,626,576 | 31,180,603 |
Common stock to be issued, shares | 911,392 | 4,149,633 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,556,509 | $ 2,869,223 | $ 5,975,789 | $ 6,031,150 |
Cost of revenues | 1,585,606 | 1,652,869 | 3,265,353 | 3,548,330 |
Gross profit | 970,903 | 1,216,354 | 2,710,436 | 2,482,820 |
Operating expenses: | ||||
Selling expenses | 707 | 26,370 | 8,039 | 26,538 |
General and administrative expenses | 2,757,006 | 3,310,660 | 6,731,167 | 5,940,617 |
Total operating expenses | 2,757,713 | 3,337,030 | 6,739,206 | 5,967,155 |
Loss from operations | (1,786,810) | (2,120,676) | (4,028,770) | (3,484,335) |
Non-operating income (expense) | ||||
Interest income | 2,243 | 8,490 | 4,524 | 16,878 |
Interest expense | (123,866) | (1,226,182) | (291,109) | (1,294,912) |
Amortization of debt discount | (2,740,349) | (1,463,022) | (4,230,862) | (1,520,862) |
Foreign currency transaction gain (loss) | 3,620 | (66,814) | (35,681) | (401,368) |
Total other income (expense) | (2,858,352) | (2,747,528) | (4,553,128) | (3,200,264) |
Loss before income taxes | (4,645,162) | (4,868,204) | (8,581,898) | (6,684,599) |
Income tax expense | ||||
Net loss | (4,645,162) | (4,868,204) | (8,581,898) | (6,684,599) |
Net loss attributed to noncontrolling interest | (23,807) | (63,037) | (25,130) | (72,845) |
Net loss attributed to Novo Integrated Sciences, Inc. | (4,621,355) | (4,805,167) | (8,556,768) | (6,611,754) |
Comprehensive loss: | ||||
Foreign currency translation (loss) gain | (196,683) | 115,093 | (617,665) | 10,705 |
Comprehensive loss: | $ (4,841,845) | $ (4,753,111) | $ (9,199,563) | $ (6,673,894) |
Weighted average common shares outstanding - basic and diluted | 79,334,919 | 28,740,700 | 56,469,365 | 27,827,686 |
Net loss per common share - basic and diluted | $ (0.06) | $ (0.17) | $ (0.15) | $ (0.24) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock To Be Issued [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total Novo Stockholders Equity [Member] | Noncontrolling Interest [Member] | Total |
Balance 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 |
Balance, shares at Aug. 31, 2021 | 26,610,144 | |||||||
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) | ||||
Value of warrants issued with convertible notes | 295,824 | 295,824 | 295,824 | |||||
Common stock for services | $ 35 | 64,715 | 64,750 | 64,750 | ||||
Common stock for services, shares | 35,000 | |||||||
Common stock issued as collateral and held in escrow | $ 2,000 | (2,000) | ||||||
Common stock issued as collateral and held in escrow, shares | 2,000,000 | |||||||
Common stock to be issued for purchase of Terragenx | 983,925 | 983,925 | 97,311 | 1,081,236 | ||||
Common stock to be issued for purchase of Mullin assets | 188,925 | 188,925 | 188,925 | |||||
Balance 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 |
Balance, shares at Nov. 30, 2021 | 28,645,144 | |||||||
Balance 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 |
Balance, shares at Aug. 31, 2021 | 26,610,144 | |||||||
Net loss | (6,684,599) | |||||||
Balance 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 |
Balance, shares at Feb. 28, 2022 | 28,885,144 | |||||||
Balance 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 |
Balance, shares at Nov. 30, 2021 | 28,645,144 | |||||||
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 | |||||
Common stock for services | $ 240 | 297,760 | 298,000 | 298,000 | ||||
Common stock for services, shares | 240,000 | |||||||
Balance 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 |
Balance, shares at Feb. 28, 2022 | 28,885,144 | |||||||
Balance at Aug. 31, 2022 | $ 31,181 | 66,056,824 | 9,474,807 | 560,836 | (53,818,489) | 22,305,159 | (257,588) | 22,047,571 |
Balance, shares at Aug. 31, 2022 | 31,180,603 | |||||||
Units issued for cash, net of offering costs | $ 4,000 | 1,791,000 | 1,795,000 | 1,795,000 | ||||
Units issued for cash, net of offering costs, shares | 4,000,000 | |||||||
Issuance of common stock to be issued | $ 36 | 92,330 | (92,366) | |||||
Issuance of common stock to be issued, shares | 36,222 | |||||||
Cashless exercise of warrants | $ 4,674 | 1,134,376 | 1,139,050 | 1,139,050 | ||||
Cashless exercise of warrants, shares | 4,673,986 | |||||||
Fair value of stock options | 60,887 | 60,887 | 60,887 | |||||
Foreign currency translation gain | (417,008) | (417,008) | (3,974) | (420,982) | ||||
Net loss | (3,935,413) | (3,935,413) | (1,323) | (3,936,736) | ||||
Balance at Nov. 30, 2022 | $ 39,891 | 69,135,417 | 9,382,441 | 143,828 | (57,753,902) | 20,947,675 | (262,885) | 20,684,790 |
Balance, shares at Nov. 30, 2022 | 39,890,811 | |||||||
Balance at Aug. 31, 2022 | $ 31,181 | 66,056,824 | 9,474,807 | 560,836 | (53,818,489) | 22,305,159 | (257,588) | 22,047,571 |
Balance, shares at Aug. 31, 2022 | 31,180,603 | |||||||
Net loss | (8,581,898) | |||||||
Share issuance for convertible debt settlement, shares | 1,075,942 | |||||||
Balance at Feb. 28, 2023 | $ 139,626 | 88,320,971 | 1,217,293 | (51,993) | (62,375,257) | 27,250,640 | (287,554) | 26,963,086 |
Balance, shares at Feb. 28, 2023 | 139,626,576 | |||||||
Balance at Nov. 30, 2022 | $ 39,891 | 69,135,417 | 9,382,441 | 143,828 | (57,753,902) | 20,947,675 | (262,885) | 20,684,790 |
Balance, shares at Nov. 30, 2022 | 39,890,811 | |||||||
Issuance of common stock to be issued | $ 3,201 | 8,161,947 | (8,165,148) | |||||
Issuance of common stock to be issued, shares | 3,202,019 | |||||||
Cashless exercise of warrants | $ 1,159 | 281,374 | 282,533 | 282,533 | ||||
Cashless exercise of warrants, shares | 1,159,348 | |||||||
Fair value of stock options | 60,887 | 60,887 | 60,887 | |||||
Foreign currency translation gain | (195,821) | (195,821) | (862) | (196,683) | ||||
Net loss | (4,621,355) | (4,621,355) | (23,807) | (4,645,162) | ||||
Share issuance for convertible debt settlement | $ 93,110 | 8,992,941 | 9,086,051 | 9,086,051 | ||||
Share issuance for convertible debt settlement, shares | 93,109,398 | |||||||
Exercise of warrants for cash | $ 1,310 | 129,690 | 131,000 | 131,000 | ||||
Exercise of warrants for cash, shares | 1,310,000 | |||||||
Shares issued with convertible notes | $ 955 | 82,008 | 82,963 | 82,963 | ||||
Shares issued with convertible notes, shares | 955,000 | |||||||
Value of warrants issued with convertible notes | 86,327 | 86,327 | 86,327 | |||||
Extinguishment of derivative liability due to conversion | 1,390,380 | 1,390,380 | 1,390,380 | |||||
Balance at Feb. 28, 2023 | $ 139,626 | $ 88,320,971 | $ 1,217,293 | $ (51,993) | $ (62,375,257) | $ 27,250,640 | $ (287,554) | $ 26,963,086 |
Balance, shares at Feb. 28, 2023 | 139,626,576 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (8,581,898) | $ (6,684,599) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,138,797 | 1,467,837 |
Fair value of vested stock options | 121,774 | 198,562 |
Common stock issued for services | 362,750 | |
Financing costs for debt extension | 1,421,583 | |
Operating lease expense | 419,256 | 289,626 |
Amortization of debt discount | 4,230,862 | 1,520,862 |
Foreign currency transaction losses | 35,681 | 401,368 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 57,936 | 213,125 |
Inventory | (78,898) | 46,135 |
Prepaid expenses and other current assets | 6,143 | (285,444) |
Accounts payable | 299,881 | (422,847) |
Accrued expenses | 148,918 | (111,479) |
Accrued interest | 28,226 | 277,075 |
Operating lease liability | (405,082) | (282,703) |
Net cash used in operating activities | (1,156,821) | (3,009,732) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (192,536) | |
Cash acquired with acquisition | 29,291 | |
Net cash used in investing activities | (163,245) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from (repayments to) related parties | 6,138 | (4,350) |
Repayments of finance leases | (4,299) | (10,934) |
Repayments of notes payable | (4,415,000) | |
Proceeds from the sale of common stock, net of offering costs | 1,795,000 | |
Proceeds from exercise of warrants | 131,000 | |
Repayment of convertible notes | (2,977,778) | |
Proceeds from issuance of convertible notes, net | 445,235 | 15,270,000 |
Net cash (used in) provided by financing activities | (604,704) | 10,839,716 |
Effect of exchange rate changes on cash and cash equivalents | 192,576 | (15,904) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (1,568,949) | 7,650,835 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2,178,687 | 8,293,162 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 609,738 | 15,943,997 |
CASH PAID FOR: | ||
Interest | 275,990 | 1,294,912 |
Income taxes | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for convertible debt settlement | 9,086,051 | |
Common stock to be issued for intangible assets | 188,925 | |
Common stock to be issued for acquisition | 983,925 | |
Debt discount recognized on derivative liability | 1,390,380 | |
Debt discount recognized on convertible note | 297,055 | |
Extinguishment of derivative liability due to conversion | 1,390,380 | |
Common stock issued with convertible notes | 82,963 | |
Warrants issued with convertible notes | $ 86,327 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Feb. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation Organization and Line of Business Novo Integrated Sciences, Inc. (“Novo Integrated”) was incorporated in Delaware on November 27, 2000, under the name Turbine Truck Engines, Inc. On February 20, 2008, the Company was re-domiciled to the State of Nevada. Effective July 12, 2017, the Company’s name was changed to Novo Integrated Sciences, Inc. When used herein, the terms the “Company,” “we,” “us” and “our” refer to Novo Integrated and its consolidated subsidiaries. The Company owns Canadian and U.S. subsidiaries which provide, or intend to provide, essential and differentiated solutions to the delivery of multidisciplinary primary care and related wellness products through the integration of medical technology, interconnectivity, advanced therapeutics, diagnostic solutions, unique personalized product offerings, and rehabilitative science. We believe that “decentralizing” healthcare, through the integration of medical technology and interconnectivity, is an essential solution to the rapidly evolving fundamental transformation of how non-catastrophic healthcare is delivered 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. 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 (“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 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. Unless otherwise noted, the share and per share information in this report have been retroactively adjusted to give effect to the 1-for-10 reverse stock split Impact of COVID-19 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. For more information regarding the impact of COVID-19 on the Company, see “Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—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 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, 2022, that the Company filed on April 3, 2023. The results of operations for the six months ended February 28, 2023 are not necessarily indicative of the results for the fiscal year ending August 31, 2023. The Company’s Canadian subsidiaries’ functional currency is the Canadian Dollar (“CAD”) and the parent company’s functional currency is the United States Dollar (“$” or “USD”); however, the accompanying unaudited condensed consolidated financial statements were translated and presented in USD. Going Concern The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial statements are issued. The Company has incurred recurring losses from operations and has an accumulated deficit as at February 28, 2023. The Company believes that its cash and other available resources may not be sufficient to meet its operating needs and the payment of obligations related to various business acquisitions as they come due within one year after the date the unaudited condensed consolidated financial statements are issued. To alleviate these conditions, the Company is currently in the process of raising funds through a debt financing and a subsequent public offering in the United States. As the Company’s funding activities are ongoing, there can be no assurances that the Company will be able to secure funding on terms that are acceptable to the Company, or at all. These conditions, along with the matters noted above, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial statements are issued. While management has developed and is in process to implement plans that management believes could alleviate in the future the substantial doubt that was raised, management concluded at the date of the issuance of the unaudited condensed consolidated financial statements that substantial doubt exists as those plans are not completely within the control of management. These unaudited condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and consolidated balance sheets classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. Foreign Currency Translation The accounts of the Company’s Canadian subsidiaries are maintained in CAD. The accounts of these subsidiaries are translated into USD in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Transaction Comprehensive Income Schedule of Foreign Currency Translation, Exchange Rate Used February 28, 2023 February 28, 2022 August 31, 2022 Period end: CAD to USD exchange rate $ 0.7348 $ 0.7897 $ 0.7627 Average period: CAD to USD exchange rate $ 0.7414 $ 0.7911 $ 0.7864 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies in particular to going concern assessment, useful lives of non-current assets, impairment of non-current assets, allowance for doubtful receivables, allowance for slow moving and obsolete inventory, valuation of share-based compensation and warrants, 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 Inc. (“Acenzia”), Novomerica Health Group, Inc. (“NHG”), Novo Healthnet Rehab Limited, Novo Assessments Inc., PRO-DIP, LLC (“PRO-DIP”), a 91 50.1 80 70 All intercompany transactions have been eliminated. An entity is controlled when the Company has the ability to direct the relevant activities of the entity, has exposure or rights to variable returns from its involvement with the entity, and is able to use its power over the entity to affect its returns from the entity. Income or loss and each component of 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 February 28, 2023 and August 31, 2022, the allowance for uncollectible accounts receivable was $ 936,759 992,329 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 revenues in the accompanying condensed consolidated statements of operations and comprehensive loss. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired. As of February 28, 2023 and August 31, 2022, the Company’s allowance for slow moving or obsolete inventory was $ 990,064 1,027,670 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 period/year ended February 28, 2023 and August 31, 2022, the Company wrote off $ nil 299,672 225,924 73,748 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 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 February 28, 2023, the Company believes there was no Right-of-use Assets The Company’s right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases, which Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under U.S. GAAP, goodwill is not amortized but is subject to annual impairment tests. The Company recorded goodwill related to its acquisition of APKA Health, Inc. (“APKA”) during the fiscal year ended August 31, 2017, Executive Fitness Leaders (“EFL”) during the fiscal year ended August 31, 2018, Action Plus Physiotherapy Rockland (“Rockland”) during the fiscal year ended August 31, 2019, Acenzia during the fiscal year ended August 31, 2021, and 1285 Canada during the fiscal year ended August 31, 2022. As of August 31, 2022, the Company performed the required impairment reviews and determined that an impairment charge of $ 1,357,043 Summary of changes in goodwill by acquired businesses is as follows: Schedule of Changes in Goodwill APKA EFL Rockland Acenzia 1285 Canada Total Balance, August 31, 2021 $ 197,925 $ 129,839 $ 229,593 $ 8,931,491 $ - $ 9,488,848 Goodwill acquired with purchase of business - - - - 602 602 Impairment of goodwill - - - (1,357,043 ) - (1,357,043 ) Foreign currency translation adjustment (7,247 ) (4,751 ) (8,405 ) (286,141 ) (19 ) (306,563 ) Balance, August 31, 2022 $ 190,678 $ 125,088 $ 221,188 $ 7,288,307 $ 583 $ 7,825,844 Beginning Balance $ 190,678 $ 125,088 $ 221,188 $ 7,288,307 $ 583 $ 7,825,844 Foreign currency translation adjustment (6,976 ) (4,579 ) (8,094 ) (266,705 ) (21 ) (286,375 ) Balance, February 28, 2023 $ 183,702 $ 120,509 $ 213,094 $ 7,021,602 $ 562 $ 7,539,469 Ending Balance $ 183,702 $ 120,509 $ 213,094 $ 7,021,602 $ 562 $ 7,539,469 Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, other receivables, accounts payable, accrued expenses, current portion of finance and operating lease liability, current portion of government loans and notes payable, debentures, convertible 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 condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, other receivables, and current liabilities, including accounts payable, accrued expenses, current portion of government loans and notes payable, due to related parties, debentures, operating lease liability and finance lease liability, each qualify as a financial instrument, and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates their fair values due to current market rate on such debt. As of February 28, 2023 and August 31, 2022, respectively, the Company did not identify any financial assets and liabilities required to be presented on the condensed consolidated balance sheet at fair value, except for cash and cash equivalents which are carried at fair value using Level 1 inputs. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to the fair value of derivatives. Revenue Recognition The Company’s revenue recognition reflects the updated accounting policies as per the requirements of FASB 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 In arrangements where another party is involved in providing specified services to a customer, the Company evaluates whether it is the principal or agent. In this evaluation, the Company considers if the Company obtains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price. For product sales where the Company is not the principal, the Company recognizes revenue on a net basis. For the periods presented, revenue for arrangements where the Company is the agent was not material. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Unearned revenue is included with accrued expenses in the accompanying condensed consolidated balance sheets. Sales returns and allowances were insignificant for the periods ended February 28, 2023 and 2022. 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 12,466,165 10,624,849 4,835,396 911,392 Due to the net loss incurred potentially dilutive instruments would be anti-dilutive. Accordingly, diluted loss per share is the same as basic loss per share for all periods presented. 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 and the functional currency of the parent company is the United States dollar. Translation losses of $ 617,665 431,605 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 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 Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying condensed consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Feb. 28, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions Due to related parties Amounts loaned to the Company by stockholders and officers of the Company are payable upon demand and unsecured. At February 28, 2023 and August 31, 2022, the amount due to related parties was $ 468,749 478,897 87,350 21,146 6 60,253 13.75 394,405 21,949 6 62,543 13.75 |
Accounts Receivables, net
Accounts Receivables, net | 6 Months Ended |
Feb. 28, 2023 | |
Receivables [Abstract] | |
Accounts Receivables, net | Note 4 – Accounts Receivables, net Accounts receivables, net at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Accounts Receivables, Net February 28, August 31, 2023 2022 Trade receivables $ 1,807,663 $ 1,829,475 Amounts earned but not billed 52,652 180,259 Accounts receivable gross 1,860,315 2,009,734 Allowance for doubtful accounts (936,759 ) (992,329 ) Accounts receivable, net $ 923,556 $ 1,017,405 |
Inventory
Inventory | 6 Months Ended |
Feb. 28, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Inventory at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Inventory February 28, August 31, 2023 2022 Raw materials $ 695,520 $ 1,259,954 Work in process 134,234 139,333 Finished Goods 1,085,417 507,416 Inventory Gross 1,915,171 1,906,703 Allowance for slow moving and obsolete inventory (990,064 ) (1,027,670 ) Inventory, net $ 925,107 $ 879,033 |
Other Receivables
Other Receivables | 6 Months Ended |
Feb. 28, 2023 | |
Receivables [Abstract] | |
Other Receivables | Note 6 – Other Receivables Other receivables at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Other Receivables February 28, August 31, 2023 2022 Advance to corporation; accrues interest at 12 January 31, 2024 73,481 76,272 Advance to corporation; accrues interest at 12 September 1, 2023 531,354 551,536 Advance to corporation; accrues interest at 10 September 1, 2023 440,784 457,527 Total other receivables 1,045,619 1,085,335 Current portion (1,045,619 ) (1,085,335 ) Long-term portion $ - $ - |
Property and Equipment
Property and Equipment | 6 Months Ended |
Feb. 28, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property and Equipment Property and equipment at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Property and Equipment February 28, August 31, 2023 2022 Land $ 440,884 $ 457,631 Building 3,306,634 3,432,232 Leasehold improvements 836,597 868,375 Clinical equipment 1,857,101 1,927,639 Computer equipment 33,315 34,579 Office equipment 44,343 45,406 Furniture and fixtures 38,071 39,518 Property and equipment gross 6,556,945 6,805,380 Accumulated depreciation (1,107,782 ) (1,004,732 ) Total $ 5,449,163 $ 5,800,648 Depreciation expense for the six months ended February 28, 2023 and 2022 was $ 134,123 156,067 Certain property and equipment have been used to secure notes payable (See Note 10). |
Intangible Assets
Intangible Assets | 6 Months Ended |
Feb. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8 – Intangible Assets Intangible assets at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Intangible Assets February 28, August 31, 2023 2022 Land use rights $ 11,573,321 $ 11,573,321 Intellectual property 7,482,670 8,059,386 Customer relationships 2,285,915 2,320,154 Brand names 1,917,481 1,990,314 Finite lived intangible assets, gross 23,259,387 23,943,175 Accumulated amortization (6,059,767 ) (5,102,556 ) Total $ 17,199,620 $ 18,840,619 Amortization expense for the six months ended February 28, 2023 and 2022 was $ 1,004,674 1,311,770 Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Schedule of Expected Amortization Expense of Intangible Assets Twelve Months Ending February 28, 2024 $ 2,001,908 2025 2,001,908 2026 1,694,877 2027 1,420,217 2028 1,108,057 Thereafter 8,972,653 Total $ 17,199,620 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Feb. 28, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 9 – Accrued Expenses Accrued expenses at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Accrued Expenses February 28, August 31, 2023 2022 Accrued liabilities $ 969,707 $ 884,024 Accrued payroll 217,683 195,214 Unearned revenue 35,442 36,887 Accrued expenses $ 1,222,832 $ 1,116,125 |
Government Loans and Notes Paya
Government Loans and Notes Payable | 6 Months Ended |
Feb. 28, 2023 | |
Government Loans And Notes Payable | |
Government Loans and Notes Payable | Note 10 – Government Loans and Notes Payable Notes payable at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Governmental Loans and Note Payable February 28, August 31, 2023 2022 Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program (A). 88,177 91,526 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, 2018; accrues interest at 4.53 annual 4,000 December 31, 2028 28,530 29,614 Total government loans and notes payable 157,027 161,460 Less current portion (92,050 ) - Long-term portion $ 64,977 $ 161,460 (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 58,785 December 31, 2023 If the loan amount is paid on or before December 31, 2023, 25 75 60,000 20,000 29,392 Future scheduled maturities of outstanding government loans and notes payable are as follows: Schedule of Future Maturities Outstanding of Government Loans and Notes Payable Twelve Months Ending February 28, 2024 $ 92,050 2025 4,768 2026 4,768 2027 4,768 2028 4,768 Thereafter 45,905 Total $ 157,027 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Feb. 28, 2023 | |
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 11,409,200 5,257,466 5,257,466 1,666,666 1,140,000 8,064,132 On November 14, 2022, the $16.66m+ convertible notes were amended to provide the holders with conversion rights consisting of a conversion price to the first $ 1,000,000 (i) the conversion price in effect at such time and (ii) 82.0% of the lowest VWAP during the five (5) trading days immediately prior to a conversion date. The Company determined that the conversion features of these notes represented embedded derivatives since the notes are convertible into a variable number of shares upon conversion. 1,390,380 ● Expected life of 0.58 ● Volatility of 148.20 ● Dividend yield of 0 ● Risk free interest rate of 4.55 The derivative was recorded as a discount on the convertible notes, but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the convertible notes. During the six months ended February 28, 2023, an aggregate of $ 8,296,666 32,281 84,202,301 1,000,000 1,390,380 nil nil During the six months ended February 28, 2023, the Company amortized $ 4,226,793 14,637 During the six month period ended February 28, 2023, the Company made cash payments in the aggregate amount of $ 2,944,352 2,777,778 166,574 156,111 In connection with the $16.66m+ convertible notes, the Company is subject to certain financial covenants which the Company was not in compliance with as of February 28, 2023. This provided the lender the right to increase the interest rate to 15% Terragenx On November 17, 2021, Terragenx, a 91% 1,875,000 937,500 1% May 17, 2022 948,874 946,875 1% The $1.875m convertible notes are secured by all assets of the Company. The $1.875m convertible notes are convertible at the option of the note holders to convert into shares of the Company’s common stock at $ 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 On December 2, 2022, the Company made a partial cash payment of $ 200,000 746,875 During the six months ended February 28, 2023, an aggregate of $ 746,875 10,208 8,907,097 Novo Integrated - Mast Hill On February 23, 2023, the Company entered into a securities purchase agreement (the “Mast Hill SPA”) with Mast Hill Fund, L.P. (“Mast Hill”), pursuant to which the Company issued an 12% February 23, 2024 573,000 1,000,000 12% 57,300 515,700 0.175 Pursuant to the terms of the Mast Hill Note, the Company agreed to pay accrued interest monthly as well as the Mast Hill Principal Sum as follows: (i) $ 57,300 57,300 57,300 100,000 100,000 100,000 85% The Company may prepay the Mast Hill Note at any time prior to the date that an Event of Default (as defined in the Mast Hill Note) occurs at an amount equal to the Mast Hill Principal Sum then outstanding plus accrued and unpaid interest (no prepayment premium) plus $ 750 Upon the occurrence of any Event of Default, the Mast Hill Note shall become immediately due and payable and the Company shall pay to Mast Hill, in full satisfaction of its obligations hereunder, an amount equal to the Mast Hill Principal Sum then outstanding plus accrued interest multiplied by 125% 16% The Mast Hill Warrant is exercisable for five years from February 23, 2023, at an exercise price of $ 0.25 86,327 ● Expected life of 5.0 ● Volatility of 252 ● Dividend yield of 0 ● Risk free interest rate of 4.09 As additional consideration for the purchase of the Mast Hill Note and pursuant to the terms of the Mast Hill SPA, on February 24, 2023, the Company issued 955,000 19.99% 27,720,448 The principal amount of the $ 573,000 403,710 82,963 86,327 57,300 70,465 297,055 4,069 292,986 |
Debentures, Related Parties
Debentures, Related Parties | 6 Months Ended |
Feb. 28, 2023 | |
Debt Disclosure [Abstract] | |
Debentures, Related Parties | Note 12 – Debentures, Related Parties On September 30, 2013, the Company issued five debentures totaling CAD$ 6,402,512 6,225,163 8% September 30, 2016 September 30, 2019 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 February 28, 2023 and August 31, 2022, the amount of debentures outstanding was $ 911,623 946,250 |
Leases
Leases | 6 Months Ended |
Feb. 28, 2023 | |
Leases | |
Leases | Note 13 – Leases Operating leases The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. The Company leases its corporate office space and certain facilities under long-term operating leases expiring through fiscal year 2028. The table below presents the lease related assets and liabilities recorded on the Company’s condensed consolidated balance sheets as of February 28, 2023 and August 31, 2022: Schedule of Lease Related Assets and Liabilities February 28, August 31, 2023 2022 Classification on Balance Sheet Assets Operating lease assets Operating lease right of use assets $ 2,250,442 $ 2,673,934 Total lease assets $ 2,250,442 $ 2,673,934 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 473,628 $ 582,088 Noncurrent liabilities Operating lease liability Long-term operating lease liability 1,890,624 2,185,329 Total lease liability $ 2,364,252 $ 2,767,417 Future minimum operating lease payments are as follows: Schedule of Lease Obligations Twelve Months Ending February 28, 2024 $ 655,578 2025 545,682 2026 493,993 2027 509,226 2028 352,549 Thereafter 417,595 Total payments 2,974,623 Amount representing interest (610,371 ) Lease obligation, net 2,364,252 Less lease obligation, current portion (473,628 ) Lease obligation, long-term portion $ 1,890,624 During the six months ended February 28, 2023, the Company did not enter into any new lease obligation. The lease expense for the six months ended February 28, 2023 and 2022 was $ 419,256 392,160 405,082 381,533 3.29 8% Finance Leases The Company leases certain equipment under lease contracts that are accounted for as finance leases. If the contracts meet the criteria for a finance lease, the related equipment underlying the lease contract is capitalized and amortized over its estimated useful life. If the cost of the equipment is not available, the Company calculates the cost by taking the present value of the lease payments using an implicit borrowing rate of 5% The net book value of equipment under finance leases included in property and equipment on the accompanying condensed consolidated balance sheets at February 28, 2023 and August 31, 2022 is as follows: Schedule of Finance Leases February 28, August 31, 2023 2022 Cost $ 209,457 $ 209,457 Accumulated amortization (209,457 ) (192,347 ) Net book value $ - $ 17,110 Future minimum finance lease payments are as follows: Schedule of Future Minimum Lease Payments Twelve Months Ending February 28, 2024 $ 16,178 Total payments 16,178 Amount representing interest (240 ) Lease obligation, net 15,938 Less lease obligation, current portion (15,938 ) Lease obligation, long-term portion $ - |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Feb. 28, 2023 | |
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 1-for-10 reverse stock split 139,626,576 31,180,603 During the six months ended February 28, 2023, the Company issued common stock as follows: ● 4,000,000 0.50 The Company sold an aggregate of 4,000,000 2,000,000 4,000,000 4,000,000 4,000,000 0.50 4,000,000 4,000,000 0.50 140,000 7.0% 1,795,000 The total fair value of the 8,000,000 1,137,959 149.06% 206.90% 0% 2.55% 2.89% 0.2956 3 5 ● 36,222 October 26, 2022 ● 2,916,667 November 15, 2022 ● 1,757,319 November 15, 2022 ● 39,165,890 3,825,307 February 28, 2023 ● 45,036,411 4,503,640 February 28, 2023 ● 8,907,097 757,103 February 28, 2023 ● 650,000 3 65,000 ● 1,159,348 ● 330,000 5 33,000 ● 330,000 3 33,000 ● 3,202,019 January 25, 2023 ● 955,000 February 24, 2023 Common Stock to be Issued As of February 28, 2023, in connection with the acquisition of Terragenx, 1285 Canada, and Poling Taddeo Hovius Physiotherapy Professional Corp, the Company has allotted and is obligated to issue 911,392 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 500,000 498,750 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, 2023. As of February 28, 2023, the 2021 Plan had 3,754,665 The following is a summary of stock options activity: Schedule of Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2022 2,164,235 2.15 2.53 $ 140,577 Granted - Forfeited - Exercised - Outstanding, February 28, 2023 2,164,235 2.17 1.98 $ - Exercisable, February 28, 2023 2,164,235 $ 2.17 1.98 $ - The exercise price for stock options outstanding at February 28, 2023: Schedule of Options Outstanding Outstanding Exercisable Number of Exercise Number of Exercise Options Price Options Price 227,155 $ 1.33 227,155 $ 1.33 992,000 1.60 992,000 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 10,000 5.00 10,000 5.00 39,480 1.90 39,480 1.90 2,164,235 2,164,235 No For options granted during the six months ended February 28, 2022 where the exercise price equaled the stock price at the date of the grant, the weighted-average fair value of such options was $ 1.37 1.41 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 $ 121,774 154,135 The assumptions used in calculating the fair value of options granted using the Black-Scholes option-pricing model for options granted are as follows for the options granted during the six months ended February 28, 2023 and 2022: Schedule of Fair Value of Options Granted by Using Valuation Assumptions 2023 2022 Risk-free interest rate 0.93 1.89 % 0.93 1.89 % Expected life of the options 2.5 2.5 Expected volatility 281 % 281 % 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, 2022 8,445,264 2.42 3.75 $ - Granted 9,000,000 0.12 Forfeited - Exercised (7,143,334 ) Outstanding, February 28, 2023 10,301,930 0.94 3.79 $ 178,623 Exercisable, February 28, 2023 10,301,930 $ 0.94 3.79 $ 178,623 The exercise price for warrants outstanding at February 28, 2023: Schedule of Exercise Price of Warrants Outstanding Outstanding and Exercisable Number of Exercise Warrants Price 2,611,930 $ 3.35 6,690,000 0.10 1,000,000 0.25 10,301,930 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Feb. 28, 2023 | |
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 February 28, 2023, results of operations, cash flows or liquidity of the Company. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Feb. 28, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 16 – Segment Reporting ASC Topic 280, Segment Reporting The following tables summarize the Company’s segment information for the three and six months ended February 28, 2023 and 2022: Schedule of Segment Reporting Information 2023 2022 2023 2022 Three Months Ended Six Months Ended February 28, 2023 2022 2023 2022 Sales Healthcare services $ 2,034,154 $ 1,873,577 $ 4,055,368 $ 4,053,200 Product manufacturing and development 512,654 995,646 1,303,132 1,977,950 Corporate 9,701 - 617,289 - Sales $ 2,556,509 $ 2,869,223 $ 5,975,789 $ 6,031,150 Gross profit Healthcare services $ 770,269 $ 760,424 $ 1,554,300 $ 1,560,066 Product manufacturing and development 190,933 455,930 538,847 922,754 Corporate 9,701 - 617,289 - Gross profit $ 970,903 $ 1,216,354 $ 2,710,436 $ 2,482,820 Loss from operations Healthcare services $ (219,009 ) $ (265,217 ) $ (370,700 ) $ (376,322 ) Product manufacturing and development (589,277 ) (504,145 ) (1,144,119 ) (845,690 ) Corporate (978,524 ) (1,351,314 ) (2,513,951 ) (2,262,323 ) Income (loss) from operations $ (1,786,810 ) $ (2,120,676 ) $ (4,028,770 ) $ (3,484,335 ) Depreciation and amortization Healthcare services $ 34,594 $ 71,505 $ 63,562 $ 146,111 Product manufacturing and development 207,308 334,450 516,350 586,526 Corporate 310,729 367,600 558,885 735,200 Depreciation and amortization $ 552,631 $ 773,555 $ 1,138,797 $ 1,467,837 Capital expenditures Healthcare services $ - $ 72,139 $ - $ 176,981 Product manufacturing and development - - - 15,555 Corporate - - - - Capital expenditures $ - $ 72,139 $ - $ 192,536 Interest expenses Healthcare services $ 31,201 $ 20,027 $ 67,504 $ 40,154 Product manufacturing and development 2,167 923,843 4,631 972,446 Corporate 90,499 282,312 218,974 282,312 Interest expenses $ 123,866 $ 1,226,182 $ 291,109 $ 1,294,912 Net loss Healthcare services $ (247,967 ) $ (282,717 ) $ (433,680 ) $ (411,524 ) Product manufacturing and development (597,044 ) (1,837,396 ) (1,175,620 ) (2,619,938 ) Corporate (3,800,151 ) (2,748,091 ) (6,972,598 ) (3,653,137 ) Net loss $ (4,645,162 ) $ (4,868,204 ) $ (8,581,898 ) $ (6,684,599 ) As of February 28, 2023 As of August 31, 2022 Total assets Healthcare services $ 5,449,578 $ 5,917,403 Product Sales 17,813,490 19,595,269 Corporate 13,226,250 15,360,168 $ 36,489,318 $ 40,872,840 Accounts receivable Healthcare services $ 760,117 $ 585,492 Product Sales 153,739 419,417 Corporate 9,700 12,496 $ 923,556 $ 1,017,405 Intangible assets Healthcare services $ 136,550 $ 159,453 Product Sales 4,224,123 5,283,333 Corporate 12,838,947 13,397,833 $ 17,199,620 $ 18,840,619 Goodwill Healthcare services $ 517,866 $ 537,537 Product Sales 7,021,603 7,288,307 Corporate - - $ 7,539,469 $ 7,825,844 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Feb. 28, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events Share Issuances in Connection with Warrant Exercises Subsequent to the period ended February 28, 2023, the Company issued an aggregate of 3,200,000 Share Issuances in Connection with Note Conversions Subsequent to the period ended February 28, 2023, the Company issued an aggregate of 1,075,942 8,333,333 0 8,333,333 0 746,895 0 March 2023 FirstFire Securities Purchase Agreement, Note & Warrant On March 21, 2023, the Company entered into a securities purchase agreement (the “SPA”) with FirstFire, pursuant to which the Company issued an 12 573,000 1,000,000 12 57,300 515,700 0.175 Pursuant to the terms of the 2023 FirstFire Note, the Company agreed to pay accrued interest monthly as well as the Principal Sum as follows: (i) $ 57,300 57,300 57,300 100,000 100,000 100,000 85 The Company may prepay the 2023 FirstFire Note at any time prior to the date that an event of default (as provided in the 2023 FirstFire Note) occurs at an amount equal to the Principal Sum then outstanding plus accrued and unpaid interest (no prepayment premium) plus $ 750 Upon the occurrence of any event of default, the 2023 FirstFire Note shall become immediately due and payable and the Company shall pay to FirstFire, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 125 16 The 2023 FirstFire Warrant is exercisable for five years from March 21, 2023, at an exercise price of $ 0.25 As additional consideration for the purchase of the 2023 FirstFire Note and pursuant to the terms of the SPA, on March 22, 2023, the Company issued 955,000 10,000,000 RC Consulting Group SPA & Unsecured $70 Million Note On April 26, 2023, the Company entered into a securities purchase agreement (the “RC SPA”), dated as of April 26, 2023, with RC Consulting Group LLC in favor of SCP Tourbillion Monaco or registered assigns (the “RC Noteholder”), pursuant to which the Company issued an unsecured 15-year promissory note to the RC Noteholder (the “RC Note”) with a maturity date of April 26, 2038 70,000,000 57,000,000 1.52 Pursuant to the terms of the RC Note, at the RC Noteholder’s option, the sale, conveyance or disposition of all or substantially all of the Company’s assets, or the consolidation, merger or other business combination of the Company with or into any other person(s) when the Company is not the survivor will either: (i) be deemed to be an Event of Default (as defined in the RC Note) pursuant to which the Company will be required to pay to the RC Noteholder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as hereinafter defined), or (ii) be treated pursuant to Section 1.6(b) of the RC Note. The RC Note contains customary covenants for a transaction of this type. Among other things, so long as the RC Note is outstanding, the Company will not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act of 1933, as amended (a “3(a)(10) Transaction”). In the event that the Company does enter into, or makes any issuance of common stock related to a 3(a)(10) Transaction while the RC Note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of the RC Note, but not less than $1,000,000, will be assessed and will become immediately due and payable to the RC Noteholder at its election in the form of a cash payment or added to the balance of the RC Note (under the RC Noteholder’s and the Company’s expectation that this amount will tack back to the date of issuance of the RC Note The RC Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of provisions of the RC SPA or the RC Note. Upon the occurrence of any Event of Default (as defined in the RC Note), the RC Note will become immediately due and payable, and the Company will pay to the RC Noteholder, in full satisfaction of its obligations thereunder, an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125 The RC SPA contains customary covenants, representations and warranties for a transaction of this type. Nasdaq Notification—Minimum Bid Price Requirement On November 21, 2022, the Company received a notification letter (the “November Notification Letter”) from The Nasdaq Stock Market, LLC (“Nasdaq”) that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $ 1.00 The November Notification Letter provided that the Company had 180 calendar days, or until May 22, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $ 1.00 On May 23, 2023, Nasdaq notified the Company that, although the Company has not yet regained compliance with the minimum bid price requirement, Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or until November 20, 2023, to regain compliance. The determination was based in part on the Company’s written notice of its intention to cure the deficiency during the second compliance period be effecting a reverse stock split, if necessary. If the Company does not regain compliance by November 20, 2023, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company will have an opportunity to appeal the delisting determination to a hearings panel. As of the date of this Quarterly Report on 10-Q, the Company’s common stock continues to trade on Nasdaq under the symbol “NVOS.” The Company intends to monitor the closing bid price of its common stock and will consider implementing available options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies in particular to going concern assessment, useful lives of non-current assets, impairment of non-current assets, allowance for doubtful receivables, allowance for slow moving and obsolete inventory, valuation of share-based compensation and warrants, 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 Inc. (“Acenzia”), Novomerica Health Group, Inc. (“NHG”), Novo Healthnet Rehab Limited, Novo Assessments Inc., PRO-DIP, LLC (“PRO-DIP”), a 91 50.1 80 70 All intercompany transactions have been eliminated. An entity is controlled when the Company has the ability to direct the relevant activities of the entity, has exposure or rights to variable returns from its involvement with the entity, and is able to use its power over the entity to affect its returns from the entity. Income or loss and each component of 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 | Noncontrolling Interest The Company follows FASB ASC Topic 810, Consolidation, The net income (loss) attributed to the NCI is separately designated in the accompanying condensed consolidated statements of operations and comprehensive loss. |
Cash Equivalents | Cash Equivalents For the purpose of the condensed consolidated statements of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of February 28, 2023 and August 31, 2022, the allowance for uncollectible accounts receivable was $ 936,759 992,329 |
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 revenues in the accompanying condensed consolidated statements of operations and comprehensive loss. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired. As of February 28, 2023 and August 31, 2022, the Company’s allowance for slow moving or obsolete inventory was $ 990,064 1,027,670 |
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. During the period/year ended February 28, 2023 and August 31, 2022, the Company wrote off $ nil 299,672 225,924 73,748 |
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 |
Leases | Leases The Company applies the provisions of ASC Topic 842, Leases |
Long-Lived Assets | Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment |
Intangible Assets | Intangible Assets The Company’s intangible assets are being amortized over their estimated useful lives as follows: Schedule of Intangible Assets Amortized Estimated Useful Lives Land use rights 50 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 February 28, 2023, the Company believes there was no |
Right-of-use Assets | Right-of-use Assets The Company’s right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases, which |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under U.S. GAAP, goodwill is not amortized but is subject to annual impairment tests. The Company recorded goodwill related to its acquisition of APKA Health, Inc. (“APKA”) during the fiscal year ended August 31, 2017, Executive Fitness Leaders (“EFL”) during the fiscal year ended August 31, 2018, Action Plus Physiotherapy Rockland (“Rockland”) during the fiscal year ended August 31, 2019, Acenzia during the fiscal year ended August 31, 2021, and 1285 Canada during the fiscal year ended August 31, 2022. As of August 31, 2022, the Company performed the required impairment reviews and determined that an impairment charge of $ 1,357,043 Summary of changes in goodwill by acquired businesses is as follows: Schedule of Changes in Goodwill APKA EFL Rockland Acenzia 1285 Canada Total Balance, August 31, 2021 $ 197,925 $ 129,839 $ 229,593 $ 8,931,491 $ - $ 9,488,848 Goodwill acquired with purchase of business - - - - 602 602 Impairment of goodwill - - - (1,357,043 ) - (1,357,043 ) Foreign currency translation adjustment (7,247 ) (4,751 ) (8,405 ) (286,141 ) (19 ) (306,563 ) Balance, August 31, 2022 $ 190,678 $ 125,088 $ 221,188 $ 7,288,307 $ 583 $ 7,825,844 Beginning Balance $ 190,678 $ 125,088 $ 221,188 $ 7,288,307 $ 583 $ 7,825,844 Foreign currency translation adjustment (6,976 ) (4,579 ) (8,094 ) (266,705 ) (21 ) (286,375 ) Balance, February 28, 2023 $ 183,702 $ 120,509 $ 213,094 $ 7,021,602 $ 562 $ 7,539,469 Ending Balance $ 183,702 $ 120,509 $ 213,094 $ 7,021,602 $ 562 $ 7,539,469 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, other receivables, accounts payable, accrued expenses, current portion of finance and operating lease liability, current portion of government loans and notes payable, debentures, convertible 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 condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, other receivables, and current liabilities, including accounts payable, accrued expenses, current portion of government loans and notes payable, due to related parties, debentures, operating lease liability and finance lease liability, each qualify as a financial instrument, and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates their fair values due to current market rate on such debt. As of February 28, 2023 and August 31, 2022, respectively, the Company did not identify any financial assets and liabilities required to be presented on the condensed consolidated balance sheet at fair value, except for cash and cash equivalents which are carried at fair value using Level 1 inputs. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to the fair value of derivatives. |
Revenue Recognition | Revenue Recognition The Company’s revenue recognition reflects the updated accounting policies as per the requirements of FASB 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 In arrangements where another party is involved in providing specified services to a customer, the Company evaluates whether it is the principal or agent. In this evaluation, the Company considers if the Company obtains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price. For product sales where the Company is not the principal, the Company recognizes revenue on a net basis. For the periods presented, revenue for arrangements where the Company is the agent was not material. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Unearned revenue is included with accrued expenses in the accompanying condensed consolidated balance sheets. Sales returns and allowances were insignificant for the periods ended February 28, 2023 and 2022. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share 12,466,165 10,624,849 4,835,396 911,392 Due to the net loss incurred potentially dilutive instruments would be anti-dilutive. Accordingly, diluted loss per share is the same as basic loss per share for all periods presented. |
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 and the functional currency of the parent company is the United States dollar. Translation losses of $ 617,665 431,605 |
Statement of Cash Flows | Statement of Cash Flows Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheets. |
Segment Reporting | Segment Reporting ASC Topic 280, Segment Reporting |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying condensed consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Foreign Currency Translation, Exchange Rate Used | Schedule of Foreign Currency Translation, Exchange Rate Used February 28, 2023 February 28, 2022 August 31, 2022 Period end: CAD to USD exchange rate $ 0.7348 $ 0.7897 $ 0.7627 Average period: CAD to USD exchange rate $ 0.7414 $ 0.7911 $ 0.7864 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
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 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 Intellectual property 7 Customer relationships 5 Brand names 7 |
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 1285 Canada Total Balance, August 31, 2021 $ 197,925 $ 129,839 $ 229,593 $ 8,931,491 $ - $ 9,488,848 Goodwill acquired with purchase of business - - - - 602 602 Impairment of goodwill - - - (1,357,043 ) - (1,357,043 ) Foreign currency translation adjustment (7,247 ) (4,751 ) (8,405 ) (286,141 ) (19 ) (306,563 ) Balance, August 31, 2022 $ 190,678 $ 125,088 $ 221,188 $ 7,288,307 $ 583 $ 7,825,844 Beginning Balance $ 190,678 $ 125,088 $ 221,188 $ 7,288,307 $ 583 $ 7,825,844 Foreign currency translation adjustment (6,976 ) (4,579 ) (8,094 ) (266,705 ) (21 ) (286,375 ) Balance, February 28, 2023 $ 183,702 $ 120,509 $ 213,094 $ 7,021,602 $ 562 $ 7,539,469 Ending Balance $ 183,702 $ 120,509 $ 213,094 $ 7,021,602 $ 562 $ 7,539,469 |
Accounts Receivables, net (Tabl
Accounts Receivables, net (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivables, Net | Accounts receivables, net at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Accounts Receivables, Net February 28, August 31, 2023 2022 Trade receivables $ 1,807,663 $ 1,829,475 Amounts earned but not billed 52,652 180,259 Accounts receivable gross 1,860,315 2,009,734 Allowance for doubtful accounts (936,759 ) (992,329 ) Accounts receivable, net $ 923,556 $ 1,017,405 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Inventory February 28, August 31, 2023 2022 Raw materials $ 695,520 $ 1,259,954 Work in process 134,234 139,333 Finished Goods 1,085,417 507,416 Inventory Gross 1,915,171 1,906,703 Allowance for slow moving and obsolete inventory (990,064 ) (1,027,670 ) Inventory, net $ 925,107 $ 879,033 |
Other Receivables (Tables)
Other Receivables (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
Receivables [Abstract] | |
Schedule of Other Receivables | Other receivables at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Other Receivables February 28, August 31, 2023 2022 Advance to corporation; accrues interest at 12 January 31, 2024 73,481 76,272 Advance to corporation; accrues interest at 12 September 1, 2023 531,354 551,536 Advance to corporation; accrues interest at 10 September 1, 2023 440,784 457,527 Total other receivables 1,045,619 1,085,335 Current portion (1,045,619 ) (1,085,335 ) Long-term portion $ - $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Property and Equipment February 28, August 31, 2023 2022 Land $ 440,884 $ 457,631 Building 3,306,634 3,432,232 Leasehold improvements 836,597 868,375 Clinical equipment 1,857,101 1,927,639 Computer equipment 33,315 34,579 Office equipment 44,343 45,406 Furniture and fixtures 38,071 39,518 Property and equipment gross 6,556,945 6,805,380 Accumulated depreciation (1,107,782 ) (1,004,732 ) Total $ 5,449,163 $ 5,800,648 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Intangible Assets February 28, August 31, 2023 2022 Land use rights $ 11,573,321 $ 11,573,321 Intellectual property 7,482,670 8,059,386 Customer relationships 2,285,915 2,320,154 Brand names 1,917,481 1,990,314 Finite lived intangible assets, gross 23,259,387 23,943,175 Accumulated amortization (6,059,767 ) (5,102,556 ) Total $ 17,199,620 $ 18,840,619 |
Schedule of Expected Amortization Expense of Intangible Assets | Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Schedule of Expected Amortization Expense of Intangible Assets Twelve Months Ending February 28, 2024 $ 2,001,908 2025 2,001,908 2026 1,694,877 2027 1,420,217 2028 1,108,057 Thereafter 8,972,653 Total $ 17,199,620 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Accrued Expenses February 28, August 31, 2023 2022 Accrued liabilities $ 969,707 $ 884,024 Accrued payroll 217,683 195,214 Unearned revenue 35,442 36,887 Accrued expenses $ 1,222,832 $ 1,116,125 |
Government Loans and Notes Pa_2
Government Loans and Notes Payable (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
Government Loans And Notes Payable | |
Schedule of Governmental Loans and Note Payable | Notes payable at February 28, 2023 and August 31, 2022 consisted of the following: Schedule of Governmental Loans and Note Payable February 28, August 31, 2023 2022 Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program (A). 88,177 91,526 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, 2018; accrues interest at 4.53 annual 4,000 December 31, 2028 28,530 29,614 Total government loans and notes payable 157,027 161,460 Less current portion (92,050 ) - Long-term portion $ 64,977 $ 161,460 (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 58,785 December 31, 2023 If the loan amount is paid on or before December 31, 2023, 25 75 60,000 20,000 29,392 |
Schedule of Future Maturities Outstanding of Government Loans and Notes Payable | Future scheduled maturities of outstanding government loans and notes payable are as follows: Schedule of Future Maturities Outstanding of Government Loans and Notes Payable Twelve Months Ending February 28, 2024 $ 92,050 2025 4,768 2026 4,768 2027 4,768 2028 4,768 Thereafter 45,905 Total $ 157,027 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
Leases | |
Schedule of Lease Related Assets and Liabilities | The table below presents the lease related assets and liabilities recorded on the Company’s condensed consolidated balance sheets as of February 28, 2023 and August 31, 2022: Schedule of Lease Related Assets and Liabilities February 28, August 31, 2023 2022 Classification on Balance Sheet Assets Operating lease assets Operating lease right of use assets $ 2,250,442 $ 2,673,934 Total lease assets $ 2,250,442 $ 2,673,934 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 473,628 $ 582,088 Noncurrent liabilities Operating lease liability Long-term operating lease liability 1,890,624 2,185,329 Total lease liability $ 2,364,252 $ 2,767,417 |
Schedule of Lease Obligations | Future minimum operating lease payments are as follows: Schedule of Lease Obligations Twelve Months Ending February 28, 2024 $ 655,578 2025 545,682 2026 493,993 2027 509,226 2028 352,549 Thereafter 417,595 Total payments 2,974,623 Amount representing interest (610,371 ) Lease obligation, net 2,364,252 Less lease obligation, current portion (473,628 ) Lease obligation, long-term portion $ 1,890,624 |
Schedule of Finance Leases | The net book value of equipment under finance leases included in property and equipment on the accompanying condensed consolidated balance sheets at February 28, 2023 and August 31, 2022 is as follows: Schedule of Finance Leases February 28, August 31, 2023 2022 Cost $ 209,457 $ 209,457 Accumulated amortization (209,457 ) (192,347 ) Net book value $ - $ 17,110 |
Schedule of Future Minimum Lease Payments | Future minimum finance lease payments are as follows: Schedule of Future Minimum Lease Payments Twelve Months Ending February 28, 2024 $ 16,178 Total payments 16,178 Amount representing interest (240 ) Lease obligation, net 15,938 Less lease obligation, current portion (15,938 ) Lease obligation, long-term portion $ - |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | The following is a summary of stock options activity: Schedule of Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, August 31, 2022 2,164,235 2.15 2.53 $ 140,577 Granted - Forfeited - Exercised - Outstanding, February 28, 2023 2,164,235 2.17 1.98 $ - Exercisable, February 28, 2023 2,164,235 $ 2.17 1.98 $ - |
Schedule of Options Outstanding | The exercise price for stock options outstanding at February 28, 2023: Schedule of Options Outstanding Outstanding Exercisable Number of Exercise Number of Exercise Options Price Options Price 227,155 $ 1.33 227,155 $ 1.33 992,000 1.60 992,000 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 10,000 5.00 10,000 5.00 39,480 1.90 39,480 1.90 2,164,235 2,164,235 |
Schedule of Fair Value of Options Granted by Using Valuation Assumptions | The assumptions used in calculating the fair value of options granted using the Black-Scholes option-pricing model for options granted are as follows for the options granted during the six months ended February 28, 2023 and 2022: Schedule of Fair Value of Options Granted by Using Valuation Assumptions 2023 2022 Risk-free interest rate 0.93 1.89 % 0.93 1.89 % Expected life of the options 2.5 2.5 Expected volatility 281 % 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, 2022 8,445,264 2.42 3.75 $ - Granted 9,000,000 0.12 Forfeited - Exercised (7,143,334 ) Outstanding, February 28, 2023 10,301,930 0.94 3.79 $ 178,623 Exercisable, February 28, 2023 10,301,930 $ 0.94 3.79 $ 178,623 |
Schedule of Exercise Price of Warrants Outstanding | The exercise price for warrants outstanding at February 28, 2023: Schedule of Exercise Price of Warrants Outstanding Outstanding and Exercisable Number of Exercise Warrants Price 2,611,930 $ 3.35 6,690,000 0.10 1,000,000 0.25 10,301,930 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Feb. 28, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables summarize the Company’s segment information for the three and six months ended February 28, 2023 and 2022: Schedule of Segment Reporting Information 2023 2022 2023 2022 Three Months Ended Six Months Ended February 28, 2023 2022 2023 2022 Sales Healthcare services $ 2,034,154 $ 1,873,577 $ 4,055,368 $ 4,053,200 Product manufacturing and development 512,654 995,646 1,303,132 1,977,950 Corporate 9,701 - 617,289 - Sales $ 2,556,509 $ 2,869,223 $ 5,975,789 $ 6,031,150 Gross profit Healthcare services $ 770,269 $ 760,424 $ 1,554,300 $ 1,560,066 Product manufacturing and development 190,933 455,930 538,847 922,754 Corporate 9,701 - 617,289 - Gross profit $ 970,903 $ 1,216,354 $ 2,710,436 $ 2,482,820 Loss from operations Healthcare services $ (219,009 ) $ (265,217 ) $ (370,700 ) $ (376,322 ) Product manufacturing and development (589,277 ) (504,145 ) (1,144,119 ) (845,690 ) Corporate (978,524 ) (1,351,314 ) (2,513,951 ) (2,262,323 ) Income (loss) from operations $ (1,786,810 ) $ (2,120,676 ) $ (4,028,770 ) $ (3,484,335 ) Depreciation and amortization Healthcare services $ 34,594 $ 71,505 $ 63,562 $ 146,111 Product manufacturing and development 207,308 334,450 516,350 586,526 Corporate 310,729 367,600 558,885 735,200 Depreciation and amortization $ 552,631 $ 773,555 $ 1,138,797 $ 1,467,837 Capital expenditures Healthcare services $ - $ 72,139 $ - $ 176,981 Product manufacturing and development - - - 15,555 Corporate - - - - Capital expenditures $ - $ 72,139 $ - $ 192,536 Interest expenses Healthcare services $ 31,201 $ 20,027 $ 67,504 $ 40,154 Product manufacturing and development 2,167 923,843 4,631 972,446 Corporate 90,499 282,312 218,974 282,312 Interest expenses $ 123,866 $ 1,226,182 $ 291,109 $ 1,294,912 Net loss Healthcare services $ (247,967 ) $ (282,717 ) $ (433,680 ) $ (411,524 ) Product manufacturing and development (597,044 ) (1,837,396 ) (1,175,620 ) (2,619,938 ) Corporate (3,800,151 ) (2,748,091 ) (6,972,598 ) (3,653,137 ) Net loss $ (4,645,162 ) $ (4,868,204 ) $ (8,581,898 ) $ (6,684,599 ) As of February 28, 2023 As of August 31, 2022 Total assets Healthcare services $ 5,449,578 $ 5,917,403 Product Sales 17,813,490 19,595,269 Corporate 13,226,250 15,360,168 $ 36,489,318 $ 40,872,840 Accounts receivable Healthcare services $ 760,117 $ 585,492 Product Sales 153,739 419,417 Corporate 9,700 12,496 $ 923,556 $ 1,017,405 Intangible assets Healthcare services $ 136,550 $ 159,453 Product Sales 4,224,123 5,283,333 Corporate 12,838,947 13,397,833 $ 17,199,620 $ 18,840,619 Goodwill Healthcare services $ 517,866 $ 537,537 Product Sales 7,021,603 7,288,307 Corporate - - $ 7,539,469 $ 7,825,844 |
Schedule of Foreign Currency Tr
Schedule of Foreign Currency Translation, Exchange Rate Used (Details) | Feb. 28, 2023 | Aug. 31, 2022 | Feb. 28, 2022 |
Period End [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Foreign currency exchange rate | 0.7348 | 0.7627 | 0.7897 |
Average Period [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Foreign currency exchange rate | 0.7414 | 0.7864 | 0.7911 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jun. 24, 2021 | Feb. 01, 2021 | May 09, 2017 | Apr. 25, 2017 | Feb. 28, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
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. Unless otherwise noted, the share and per share information in this report have been retroactively adjusted to give effect to the 1-for-10 reverse stock split | 1-for-10 reverse stock split | |||
Parent Company [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock issued in connection with reverse merger transaction | $ 6,904 | ||||
Share Exchange Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of restricted shares of common stock, shares | 3,202,019 | 36,222 | |||
Share Exchange Agreement [Member] | NHL [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of restricted shares of common stock, shares | 16,779,741 | ||||
Percentage of common stock issued and outstanding | 85% |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Assets (Details) | Feb. 28, 2023 |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 30 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 5 years |
Clinical Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 3 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated lives | 5 years |
Schedule of Intangible Assets A
Schedule of Intangible Assets Amortized Estimated Useful Lives (Details) | Feb. 28, 2023 |
Land Use Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated lives | 50 years |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated lives | 7 years |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated lives | 5 years |
Brand Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated lives | 7 years |
Schedule of Changes in Goodwill
Schedule of Changes in Goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2023 | Aug. 31, 2022 | |
Beginning Balance | $ 7,825,844 | $ 9,488,848 |
Goodwill acquired with purchase of business | 602 | |
Impairment of goodwill | (1,357,043) | |
Foreign currency translation adjustment | (286,375) | (306,563) |
Ending Balance | 7,539,469 | 7,825,844 |
Apka Health Inc [Member] | ||
Beginning Balance | 190,678 | 197,925 |
Goodwill acquired with purchase of business | ||
Impairment of goodwill | ||
Foreign currency translation adjustment | (6,976) | (7,247) |
Ending Balance | 183,702 | 190,678 |
Executive Fitness Leaders [Member] | ||
Beginning Balance | 125,088 | 129,839 |
Goodwill acquired with purchase of business | ||
Impairment of goodwill | ||
Foreign currency translation adjustment | (4,579) | (4,751) |
Ending Balance | 120,509 | 125,088 |
Rockland [Member] | ||
Beginning Balance | 221,188 | 229,593 |
Goodwill acquired with purchase of business | ||
Impairment of goodwill | ||
Foreign currency translation adjustment | (8,094) | (8,405) |
Ending Balance | 213,094 | 221,188 |
Acenzia Inc [Member] | ||
Beginning Balance | 7,288,307 | 8,931,491 |
Goodwill acquired with purchase of business | ||
Impairment of goodwill | (1,357,043) | |
Foreign currency translation adjustment | (266,705) | (286,141) |
Ending Balance | 7,021,602 | 7,288,307 |
12858461 Canada Corp [Member] | ||
Beginning Balance | 583 | |
Goodwill acquired with purchase of business | 602 | |
Impairment of goodwill | ||
Foreign currency translation adjustment | (21) | (19) |
Ending Balance | $ 562 | $ 583 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | Aug. 31, 2022 | Dec. 14, 2021 | Nov. 17, 2021 | |
Allowance for uncollectible accounts receivable | $ 936,759 | $ 936,759 | $ 992,329 | ||||
Inventory | 990,064 | 990,064 | 1,027,670 | ||||
Other receivable written off | 299,672 | ||||||
Debt face amount | 225,924 | $ 8,333,333 | $ 1,875,000 | ||||
Accrued interest | 73,748 | ||||||
Impairment of intangible assets | 0 | ||||||
Goodwill impairment charge | 1,357,043 | ||||||
Foreign currency translation gain (loss) | $ 196,683 | $ (115,093) | $ 617,665 | $ (10,705) | $ 431,605 | ||
Common Stock [Member] | |||||||
Debt conversion, converted instrument, shares issued | 4,835,396 | ||||||
Common Stock To Be Issued [Member] | |||||||
Debt conversion, converted instrument, shares issued | 911,392 | ||||||
Options/Warrants Outstanding [Member] | |||||||
Potentially dilutive common stock options and warrants outstanding, shares | 12,466,165 | 10,624,849 | |||||
Terragenx [Member] | |||||||
Equity method investment, ownership percentage | 91% | 91% | |||||
Canada Corp [Member] | |||||||
Equity method investment, ownership percentage | 50.10% | 50.10% | |||||
Novo Healthnet Kemptville Centre, Inc [Member] | |||||||
Equity method investment, ownership percentage | 80% | 80% | |||||
Novo Earth Therapeutics Inc [Member] | |||||||
Equity method investment, ownership percentage | 70% | 70% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2023 | Aug. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Other liabilities current | $ 468,749 | $ 478,897 |
6% Interest Rate [Member] | ||
Related Party Transaction [Line Items] | ||
Bearing interest rate | 6% | 6% |
13.5% Interest Rate [Member] | ||
Related Party Transaction [Line Items] | ||
Bearing interest rate | 1,375% | 1,375% |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Other liabilities current | $ 468,749 | $ 478,897 |
Related Party [Member] | Non Interest Bearing [Member] | ||
Related Party Transaction [Line Items] | ||
Other liabilities current | 87,350 | 394,405 |
Related Party [Member] | 6% Interest Rate [Member] | ||
Related Party Transaction [Line Items] | ||
Other liabilities current | 21,146 | 21,949 |
Related Party [Member] | 13.5% Interest Rate [Member] | ||
Related Party Transaction [Line Items] | ||
Other liabilities current | $ 60,253 | $ 62,543 |
Schedule of Accounts Receivable
Schedule of Accounts Receivables, Net (Details) - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Receivables [Abstract] | ||
Trade receivables | $ 1,807,663 | $ 1,829,475 |
Amounts earned but not billed | 52,652 | 180,259 |
Accounts receivable gross | 1,860,315 | 2,009,734 |
Allowance for doubtful accounts | (936,759) | (992,329) |
Accounts receivable, net | $ 923,556 | $ 1,017,405 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 695,520 | $ 1,259,954 |
Work in process | 134,234 | 139,333 |
Finished Goods | 1,085,417 | 507,416 |
Inventory Gross | 1,915,171 | 1,906,703 |
Allowance for slow moving and obsolete inventory | (990,064) | (1,027,670) |
Inventory, net | $ 925,107 | $ 879,033 |
Schedule of Other Receivables (
Schedule of Other Receivables (Details) (Parenthetical) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2023 | Aug. 31, 2022 | |
Advance to Corporation One [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of interest accrued per annum | 12% | 12% |
Notes receivable due date | Jan. 31, 2024 | Jan. 31, 2024 |
Advance To Corporation Two [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of interest accrued per annum | 12% | 12% |
Notes receivable due date | Sep. 01, 2023 | Sep. 01, 2023 |
Advance To Corporation Three [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of interest accrued per annum | 10% | 10% |
Notes receivable due date | Sep. 01, 2023 | Sep. 01, 2023 |
Schedule of Other Receivables_2
Schedule of Other Receivables (Details) - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total other receivables | $ 1,045,619 | $ 1,085,335 |
Current portion | (1,045,619) | (1,085,335) |
Long-term portion | ||
Advance to Corporation One [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total other receivables | 73,481 | 76,272 |
Advance To Corporation Two [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total other receivables | 531,354 | 551,536 |
Advance To Corporation Three [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total other receivables | $ 440,784 | $ 457,527 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 6,556,945 | $ 6,805,380 |
Accumulated depreciation | (1,107,782) | (1,004,732) |
Total | 5,449,163 | 5,800,648 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 440,884 | 457,631 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 3,306,634 | 3,432,232 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 836,597 | 868,375 |
Clinical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,857,101 | 1,927,639 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 33,315 | 34,579 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 44,343 | 45,406 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 38,071 | $ 39,518 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 134,123 | $ 156,067 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | $ 23,259,387 | $ 23,943,175 |
Accumulated amortization | (6,059,767) | (5,102,556) |
Total | 17,199,620 | 18,840,619 |
Land Use Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 11,573,321 | 11,573,321 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 7,482,670 | 8,059,386 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 2,285,915 | 2,320,154 |
Brand Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | $ 1,917,481 | $ 1,990,314 |
Schedule of Expected Amortizati
Schedule of Expected Amortization Expense of Intangible Assets (Details) - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 2,001,908 | |
2025 | 2,001,908 | |
2026 | 1,694,877 | |
2027 | 1,420,217 | |
2028 | 1,108,057 | |
Thereafter | 8,972,653 | |
Total | $ 17,199,620 | $ 18,840,619 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 1,004,674 | $ 1,311,770 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued liabilities | $ 969,707 | $ 884,024 |
Accrued payroll | 217,683 | 195,214 |
Unearned revenue | 35,442 | 36,887 |
Accrued expenses | $ 1,222,832 | $ 1,116,125 |
Schedule of Governmental Loans
Schedule of Governmental Loans and Note Payable (Details) - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Total government loans and notes payable | $ 157,027 | $ 161,460 | |
Less current portion | (92,050) | ||
Less current portion | 92,050 | ||
Long-term portion | 64,977 | 161,460 | |
Notes Payable One [Member] | |||
Short-Term Debt [Line Items] | |||
Total government loans and notes payable | [1] | 88,177 | 91,526 |
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 | $ 28,530 | $ 29,614 | |
[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 58,785 December 31, 2023 If the loan amount is paid on or before December 31, 2023, 25 75 60,000 20,000 29,392 |
Schedule of Governmental Loan_2
Schedule of Governmental Loans and Note Payable (Details) (Parenthetical) | 6 Months Ended | 12 Months Ended | ||||
Dec. 14, 2021 | Nov. 17, 2021 | Feb. 28, 2023 USD ($) | Feb. 28, 2023 CAD ($) | Aug. 31, 2022 USD ($) | Feb. 28, 2023 CAD ($) | |
Short-Term Debt [Line Items] | ||||||
Debt instrument, maturity date | Jun. 14, 2023 | May 17, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | ||
Debt 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 | 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 | ||||
Forgiveness percentage | 25% | 25% | ||||
Default in repayment rate | 75% | 75% | ||||
Repayment of debt | $ 20,000 | |||||
Canada Emergency Business Account Loan [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes Payable | $ 58,785 | |||||
Canada Emergency Business Account Loan [Member] | Terragenx [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes Payable | $ 29,392 | $ 60,000 | ||||
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 | 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 | ||||
Canada Emergency Business Account Loan [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes Payable | $ 80,000 |
Schedule of Future Maturities O
Schedule of Future Maturities Outstanding of Government Loans and Notes Payable (Details) | Feb. 28, 2023 USD ($) |
Government Loans And Notes Payable | |
2024 | $ 92,050 |
2025 | 4,768 |
2026 | 4,768 |
2027 | 4,768 |
2028 | 4,768 |
Thereafter | 45,905 |
Total | $ 157,027 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | 3 Months Ended | 6 Months Ended | |||||||||||||||||
Dec. 23, 2023 USD ($) | Nov. 23, 2023 USD ($) | Oct. 23, 2023 USD ($) | Sep. 23, 2023 USD ($) | Aug. 23, 2023 USD ($) | Feb. 23, 2023 USD ($) $ / shares shares | Jan. 23, 2023 USD ($) | Nov. 14, 2022 USD ($) | Dec. 14, 2021 USD ($) $ / shares shares | Nov. 17, 2021 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) $ / shares | Feb. 28, 2022 USD ($) | Nov. 30, 2021 USD ($) | Feb. 28, 2023 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) | Dec. 02, 2022 USD ($) | Aug. 31, 2022 USD ($) | Aug. 30, 2022 USD ($) | Jun. 01, 2022 USD ($) | |
Convertible Notes Payable | $ 16,666,666 | $ 1,579,176 | |||||||||||||||||
Debt instrument, face amount | $ 8,333,333 | $ 1,875,000 | $ 225,924 | ||||||||||||||||
Interest Rate, Stated Percentage | 5% | 1% | 15% | 15% | |||||||||||||||
Maturity date | Jun. 14, 2023 | May 17, 2022 | Dec. 31, 2023 | ||||||||||||||||
Share Price | $ / shares | $ 2 | $ 3.35 | |||||||||||||||||
Convertible notes payable, note holders issued warrants to purchase total, shares | shares | 5,833,334 | 223,880 | |||||||||||||||||
Common stock per shares | $ / shares | $ 2 | ||||||||||||||||||
Redemption of warrants description | 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: | 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 assumptions | |||||||||||||||||
Number Of Estimated Value Warrants Or Rights | $ 7,680,156 | $ 351,240 | |||||||||||||||||
Warrants and rights outstanding, term | 4 years | ||||||||||||||||||
Discount on convertable note and additional paid in capital | $ 5,257,466 | 295,824 | |||||||||||||||||
Convertible note discount | 1,666,666 | 375,000 | $ 57,300 | $ 57,300 | |||||||||||||||
Loan fees | 1,140,000 | 90,000 | 70,465 | 70,465 | |||||||||||||||
Amortization of debt discount (premium) | 2,740,349 | $ 1,463,022 | $ 4,230,862 | $ 1,520,862 | |||||||||||||||
Debt 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 | ||||||||||||||||||
Derivative liabilities | |||||||||||||||||||
Unamortized debt discount | $ 292,986 | $ 292,986 | |||||||||||||||||
Exercise price of warrants or rights | $ / shares | $ 0.50 | $ 0.50 | |||||||||||||||||
Debt instrument, face amount | $ 86,327 | $ 86,327 | $ 5,257,466 | $ 295,824 | |||||||||||||||
common stock issued | 139,626 | $ 139,626 | $ 31,181 | ||||||||||||||||
Debt discount | 4,069 | ||||||||||||||||||
Mast Hill Securities Purchase Agreement [Member] | |||||||||||||||||||
Debt instrument, face amount | $ 573,000 | ||||||||||||||||||
Maturity date | Feb. 23, 2024 | ||||||||||||||||||
Convertible note discount | $ 57,300 | ||||||||||||||||||
Debt instrument, interest rate, effective percentage | 12% | ||||||||||||||||||
Class of warrant or right, number of shares | shares | 27,720,448 | ||||||||||||||||||
Payments for repurchase of warrants | $ 515,700 | ||||||||||||||||||
Debt conversion price | $ / shares | $ 0.175 | ||||||||||||||||||
Accrued liabilities | $ 100,000 | ||||||||||||||||||
Percentage of stock price trigger | 85% | ||||||||||||||||||
Administrative fees expense | $ 750 | ||||||||||||||||||
Variable interest, percentage rate | 125% | ||||||||||||||||||
Exercise price of warrants or rights | $ / shares | $ 0.25 | ||||||||||||||||||
Debt instrument, face amount | $ 86,327 | ||||||||||||||||||
Stock issued during period, shares, new issues | shares | 955,000 | ||||||||||||||||||
Percentage of issued and outstanding common stock | 19.99% | ||||||||||||||||||
Convertible note | $ 403,710 | ||||||||||||||||||
common stock issued | $ 82,963 | ||||||||||||||||||
Mast Hill Securities Purchase Agreement [Member] | Forecast [Member] | |||||||||||||||||||
Accrued liabilities | $ 100,000 | $ 100,000 | $ 57,300 | $ 57,300 | $ 57,300 | ||||||||||||||
Mast Hill Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||
Class of warrant or right, number of shares | shares | 1,000,000 | ||||||||||||||||||
Variable interest, percentage rate | 16% | ||||||||||||||||||
Jefferson [Member] | |||||||||||||||||||
Debt instrument, face amount | 0 | ||||||||||||||||||
Cash payment | $ 200,000 | ||||||||||||||||||
Terragenx Inc [Member] | |||||||||||||||||||
Convertible Notes Payable | 1,875,000 | ||||||||||||||||||
Debt instrument, face amount | $ 937,500 | ||||||||||||||||||
Ownership Percentage | 91% | ||||||||||||||||||
Platinum Point Capital LLC [Member] | |||||||||||||||||||
Convertible Notes Payable | $ 948,874 | ||||||||||||||||||
Jefferson Street Capital [Member] | |||||||||||||||||||
Debt instrument, face amount | $ 946,875 | ||||||||||||||||||
Interest Rate, Stated Percentage | 1% | ||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||
Derivative liabilities | 1,390,380 | 1,390,380 | |||||||||||||||||
Debt instrument aggregate principal amount | 8,296,666 | 8,296,666 | |||||||||||||||||
Debt interest amount | $ 32,281 | ||||||||||||||||||
Conversion of stock | shares | 84,202,301 | ||||||||||||||||||
Debt instrument conversion amount | $ 1,000,000 | ||||||||||||||||||
Debt instrument aggregate principal amount | 746,875 | 746,875 | $ 746,875 | ||||||||||||||||
Accrued interest | 10,208 | $ 10,208 | |||||||||||||||||
Convertible Debt [Member] | Jefferson [Member] | |||||||||||||||||||
Debt converted into common stock | shares | 8,907,097 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Number Of Estimated Value Warrants Or Rights | 5,257,466 | ||||||||||||||||||
Stock issued during period, shares, new issues | shares | 3,200,000 | ||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||
Convertible Notes Payable | 11,409,200 | ||||||||||||||||||
Amortization of debt discount (premium) | $ 8,064,132 | $ 760,824 | $ 4,226,793 | ||||||||||||||||
Debt face amount | $ 1,000,000 | ||||||||||||||||||
Debt description | (i) the conversion price in effect at such time and (ii) 82.0% of the lowest VWAP during the five (5) trading days immediately prior to a conversion date. The Company determined that the conversion features of these notes represented embedded derivatives since the notes are convertible into a variable number of shares upon conversion. | ||||||||||||||||||
Derivative liabilities | $ 1,390,380 | ||||||||||||||||||
Unamortized debt discount | 14,637 | 14,637 | |||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||
Debt face amount | 2,777,778 | ||||||||||||||||||
Debt interest amount | 166,574 | ||||||||||||||||||
Unamortized debt discount | 297,055 | 297,055 | |||||||||||||||||
Amortization payment | 2,944,352 | ||||||||||||||||||
Debt instrument aggregate principal amount | $ 156,111 | $ 156,111 | |||||||||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||||||||||
Measurement input percentage | 252 | 148.20 | 275 | 300 | |||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||||
Measurement input percentage | 0 | 0 | 0 | 0 | |||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||
Measurement input percentage | 4.09 | 4.55 | 1.23 | 0.85 | |||||||||||||||
Measurement Input, Expected Term [Member] | |||||||||||||||||||
Warrants and rights outstanding, term | 5 years | 6 months 29 days | 3 years |
Debentures, Related Parties (De
Debentures, Related Parties (Details Narrative) | 6 Months Ended | |||||||||||
Dec. 14, 2021 | Nov. 17, 2021 | Nov. 02, 2021 | Jul. 21, 2020 USD ($) | Sep. 27, 2019 | Jan. 31, 2018 USD ($) $ / shares shares | Dec. 02, 2017 | Sep. 30, 2013 USD ($) | Feb. 28, 2023 USD ($) | Feb. 28, 2022 USD ($) | Aug. 31, 2022 USD ($) | Sep. 30, 2013 CAD ($) | |
Short-Term Debt [Line Items] | ||||||||||||
Debentures, outstanding | $ 911,623 | $ 946,250 | ||||||||||
Debt interest rate | 5% | 1% | 15% | |||||||||
Debt due date | Jun. 14, 2023 | May 17, 2022 | Dec. 31, 2023 | |||||||||
Repayment of related party debt | $ 267,768 | $ 6,138 | $ (4,350) | |||||||||
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 | ||||||||
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 ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Leases | ||
Operating lease assets | $ 2,250,442 | $ 2,673,934 |
Total lease assets | 2,250,442 | 2,673,934 |
Current liabilities- Operating lease liability | 473,628 | 582,088 |
Noncurrent liabilities - Operating lease liability | 1,890,624 | 2,185,329 |
Total lease liability | $ 2,364,252 | $ 2,767,417 |
Schedule of Lease Obligations (
Schedule of Lease Obligations (Details) - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Leases | ||
2024 | $ 655,578 | |
2025 | 545,682 | |
2026 | 493,993 | |
2027 | 509,226 | |
2028 | 352,549 | |
Thereafter | 417,595 | |
Total payments | 2,974,623 | |
Amount representing interest | (610,371) | |
Lease obligation, net | 2,364,252 | $ 2,767,417 |
Less lease obligation, current portion | (473,628) | (582,088) |
Lease obligation, long-term portion | $ 1,890,624 | $ 2,185,329 |
Schedule of Finance Leases (Det
Schedule of Finance Leases (Details) - USD ($) | Feb. 28, 2023 | Aug. 31, 2021 |
Leases | ||
Cost | $ 209,457 | $ 209,457 |
Accumulated amortization | (209,457) | (192,347) |
Net book value | $ 17,110 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Feb. 28, 2023 | Aug. 31, 2022 |
Leases | ||
2024 | $ 16,178 | |
Total payments | 16,178 | |
Amount representing interest | (240) | |
Lease obligation, net | 15,938 | |
Less lease obligation, current portion | (15,938) | $ (8,890) |
Lease obligation, long-term portion | $ 12,076 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Leases | ||
Lease expense | $ 419,256 | $ 392,160 |
Cash paid under operating leases | $ 405,082 | $ 381,533 |
Weighted average remaning lease term | 3 years 3 months 14 days | |
Weighted average discount rate | 8% | |
Lease payments implicit borrowing rate | 5% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2023 | Aug. 31, 2022 | |
Equity [Abstract] | ||
Options Outstanding, Beginning balance | 2,164,235 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 2.15 | |
Weighted Average Remaining Contractual Life, Exercisable | 1 year 11 months 23 days | 2 years 6 months 10 days |
Aggregate Intrinsic Value, Beginning balance | $ 140,577 | |
Options Outstanding, Granted | ||
Options Outstanding, Forfeited | ||
Options Outstanding, Exercised | ||
Options Outstanding, Ending balance | 2,164,235 | 2,164,235 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 2.17 | $ 2.15 |
Weighted Average Remaining Contractual Life, Outstanding, Ending balance | 1 year 11 months 23 days | |
Aggregate Intrinsic Value, Ending balance | $ 140,577 | |
Options Outstanding, Exercisable | 2,164,235 | |
Weighted Average Exercise Price, Exercisable | $ 2.17 | |
Aggregate Intrinsic Value, Exercisable |
Schedule of Options Outstanding
Schedule of Options Outstanding (Details) - $ / shares | Feb. 28, 2023 | Aug. 31, 2022 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Options, Outstanding | 2,164,235 | 2,164,235 |
Number of Options, Outstanding, Exercisable | 2,164,235 | |
Exercise Price Range One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Options, Outstanding | 227,155 | |
Exercise Price, Outstanding | $ 1.33 | |
Number of Options, Outstanding, Exercisable | 227,155 | |
Exercise Price, Exercisable | $ 1.33 | |
Exercise Price Range Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Options, Outstanding | 992,000 | |
Exercise Price, Outstanding | $ 1.60 | |
Number of Options, Outstanding, Exercisable | 992,000 | |
Exercise Price, Exercisable | $ 1.60 | |
Exercise Price Range Three [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Options, Outstanding | 48,000 | |
Exercise Price, Outstanding | $ 1.87 | |
Number of Options, Outstanding, Exercisable | 48,000 | |
Exercise Price, Exercisable | $ 1.87 | |
Exercise Price Range Four [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Options, Outstanding | 775,000 | |
Exercise Price, Outstanding | $ 3 | |
Number of Options, Outstanding, Exercisable | 775,000 | |
Exercise Price, Exercisable | $ 3 | |
Exercise Price Range Five [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Options, Outstanding | 72,600 | |
Exercise Price, Outstanding | $ 3.80 | |
Number of Options, Outstanding, Exercisable | 72,600 | |
Exercise Price, Exercisable | $ 3.80 | |
Exercise Price Range Six [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Options, Outstanding | 10,000 | |
Exercise Price, Outstanding | $ 5 | |
Number of Options, Outstanding, Exercisable | 10,000 | |
Exercise Price, Exercisable | $ 5 | |
Exercise Price Range Seven [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Options, Outstanding | 39,480 | |
Exercise Price, Outstanding | $ 1.90 | |
Number of Options, Outstanding, Exercisable | 39,480 | |
Exercise Price, Exercisable | $ 1.90 |
Schedule of Fair Value of Optio
Schedule of Fair Value of Options Granted by Using Valuation Assumptions (Details) | 6 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Expected life of the options | 2 years 6 months | 2 years 6 months |
Expected volatility | 281% | 281% |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Risk-free interest rate | 0.93% | 0.93% |
Maximum [Member] | ||
Risk-free interest rate | 1.89% | 1.89% |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | 6 Months Ended |
Feb. 28, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Warrants Outstanding, Beginning balance | 8,445,264 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 2.42 |
Weighted Average Remaining Contractual Life, Outstanding, Beginning balance | 3 years 9 months |
Warrants Outstanding, Granted | 9,000,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.12 |
Warrants Outstanding, Forfeited | |
Warrants Outstanding, Exercised | (7,143,334) |
Warrants Outstanding, Ending balance | 10,301,930 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 0.94 |
Weighted Average Remaining Contractual Life, Outstanding, Ending balance | 3 years 9 months 14 days |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | $ 178,623 |
Warrants Outstanding, Exercisable | 10,301,930 |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 9 months 14 days |
Aggregate Intrinsic Value, exercisable | $ | $ 178,623 |
Schedule of Exercise Price of W
Schedule of Exercise Price of Warrants Outstanding (Details) - $ / shares | Feb. 28, 2023 | Dec. 14, 2021 | Nov. 17, 2021 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Number of Warrants, Outstanding and Exercisable | 5,833,334 | 223,880 | |
Exercise Price, Outstanding and Exercisable | $ 0.50 | ||
Exercise Price Range One [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Number of Warrants, Outstanding and Exercisable | 2,611,930 | ||
Exercise Price, Outstanding and Exercisable | $ 3.35 | ||
Exercise Price Range Two [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Number of Warrants, Outstanding and Exercisable | 6,690,000 | ||
Exercise Price, Outstanding and Exercisable | $ 0.10 | ||
Exercise Price Range Three [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Number of Warrants, Outstanding and Exercisable | 1,000,000 | ||
Exercise Price, Outstanding and Exercisable | $ 0.25 | ||
Exercise Price Range [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Number of Warrants, Outstanding and Exercisable | 10,301,930 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||||||||
Feb. 23, 2023 | Jan. 12, 2023 | Jan. 05, 2023 | Oct. 13, 2022 | Jun. 24, 2021 | Feb. 09, 2021 | Feb. 01, 2021 | Feb. 28, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | Nov. 21, 2022 | Oct. 31, 2022 | Aug. 31, 2022 | Dec. 14, 2021 | Nov. 17, 2021 | Jan. 16, 2018 | Sep. 08, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Convertible preferred stock, shares issued | 0 | 0 | 0 | |||||||||||||||
Convertible preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||||
Common stock, shares authorized | 499,000,000 | 499,000,000 | 499,000,000 | |||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Reverse stock split | the Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. Unless otherwise noted, the share and per share information in this report have been retroactively adjusted to give effect to the 1-for-10 reverse stock split | 1-for-10 reverse stock split | ||||||||||||||||
Common stock issued, shares | 1,159,348 | 139,626,576 | 139,626,576 | 31,180,603 | ||||||||||||||
Common stock, shares outstanding | 139,626,576 | 139,626,576 | 31,180,603 | |||||||||||||||
Share price | $ 2 | $ 3.35 | ||||||||||||||||
Common stock issued as collateral and held in escrow, share | 4,000,000 | |||||||||||||||||
Proceeds of warrants | $ 131,000 | |||||||||||||||||
Purchase share | 4,000,000 | |||||||||||||||||
Exercise price share | $ 0.50 | $ 0.50 | ||||||||||||||||
Exercise price share | $ 0.50 | $ 0.50 | ||||||||||||||||
Cash fee | $ 140,000 | |||||||||||||||||
Percentage of issuance of offering | 7% | |||||||||||||||||
Net proceeds | $ 1,795,000 | |||||||||||||||||
Shares granted | 8,000,000 | |||||||||||||||||
Shares granted | 1,137,959 | 1,137,959 | ||||||||||||||||
Expected Voltality | 281% | 281% | ||||||||||||||||
Dividend yield | 0% | 0% | ||||||||||||||||
Expected life | 2 years 6 months | 2 years 6 months | ||||||||||||||||
Conversion of debt, values | $ 9,086,051 | |||||||||||||||||
Exercise warrants term | 4 years | |||||||||||||||||
Options granted | 0 | |||||||||||||||||
Weighted average fair value | $ 1.37 | |||||||||||||||||
Weighted-average exercise price | $ 1.41 | |||||||||||||||||
Stock option expense | $ 121,774 | $ 154,135 | ||||||||||||||||
2015 Incentive Compensation Plan [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares available for future grant | 498,750 | 498,750 | ||||||||||||||||
2018 Incentive Compensation Plan [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of common stock shares authorized | 1,000,000 | |||||||||||||||||
2018 Incentiven Plan [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares available for future grant | 864,900 | 864,900 | ||||||||||||||||
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 | 3,754,665 | 3,754,665 | ||||||||||||||||
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, 2023. As of February 28, 2023, the 2021 Plan had 3,754,665 shares available for award | |||||||||||||||||
Terragenx Inc [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued for acquisition, shares | 911,392 | |||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issuance date | Feb. 28, 2023 | |||||||||||||||||
Conversion of debt, shares | 39,165,890 | |||||||||||||||||
Conversion of debt, values | $ 3,825,307 | |||||||||||||||||
Convertible Debt One [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issuance date | Feb. 28, 2023 | |||||||||||||||||
Conversion of debt, shares | 45,036,411 | |||||||||||||||||
Conversion of debt, values | $ 4,503,640 | |||||||||||||||||
Convertible Debt Two [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issuance date | Feb. 28, 2023 | |||||||||||||||||
Conversion of debt, shares | 8,907,097 | |||||||||||||||||
Conversion of debt, values | $ 757,103 | |||||||||||||||||
Convertible Debt Three [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Proceeds of warrants | $ 65,000 | |||||||||||||||||
Conversion of debt, shares | 650,000 | |||||||||||||||||
Exercise warrants term | 3 years | |||||||||||||||||
Convertible Debt Four [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Proceeds of warrants | $ 33,000 | |||||||||||||||||
Conversion of debt, shares | 330,000 | |||||||||||||||||
Exercise warrants term | 5 years | |||||||||||||||||
Convertible Debt Five [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Proceeds of warrants | $ 33,000 | |||||||||||||||||
Conversion of debt, shares | 330,000 | |||||||||||||||||
Exercise warrants term | 3 years | |||||||||||||||||
Share Exchange Agreement [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of restricted shares | 3,202,019 | 36,222 | ||||||||||||||||
Shares issuance date | Feb. 24, 2023 | Jan. 25, 2023 | Oct. 26, 2022 | |||||||||||||||
Hudson Bay [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Common stock issued, shares | 2,916,667 | 2,916,667 | ||||||||||||||||
Shares issuance date | Nov. 15, 2022 | |||||||||||||||||
CVI [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Common stock issued, shares | 1,757,319 | 1,757,319 | ||||||||||||||||
Shares issuance date | Nov. 15, 2022 | |||||||||||||||||
Share Purchase Agreement [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of restricted shares | 955,000 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Risk free interet rate | 0.93% | 0.93% | ||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Risk free interet rate | 1.89% | 1.89% | ||||||||||||||||
Maximum [Member] | 2015 Incentive Compensation Plan [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of common stock shares authorized | 500,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Unit offering, shares | 4,000,000 | 4,000,000 | ||||||||||||||||
Share price | $ 1 | $ 0.50 | ||||||||||||||||
Unit offering description | The Company sold an aggregate of 4,000,000 units for aggregate gross proceeds of $2,000,000, consisting of 4,000,000 common stock, 4,000,000 warrants with a three-year term to purchase 4,000,000 shares of common stock at an exercise price of $0.50 per share, and 4,000,000 warrants with a five-year term to purchase 4,000,000 shares of common stock at an exercise price of $0.50 per share. | |||||||||||||||||
Common stock issued as collateral and held in escrow, share | 4,000,000 | |||||||||||||||||
Purchase share | 4,000,000 | |||||||||||||||||
Net proceeds | $ 1,795,000 | |||||||||||||||||
Conversion of debt, shares | 93,109,398 | 1,075,942 | ||||||||||||||||
Conversion of debt, values | $ 93,110 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Common stock issued as collateral and held in escrow, share | 4,000,000 | |||||||||||||||||
Proceeds of warrants | $ 2,000,000 | |||||||||||||||||
Dividend yield | 0% | |||||||||||||||||
Share issued price per share | $ 0.2956 | $ 0.2956 | ||||||||||||||||
Warrant [Member] | Minimum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Expected Voltality | 149.06% | |||||||||||||||||
Expected life | 3 years | |||||||||||||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Risk free interet rate | 2.55% | |||||||||||||||||
Warrant [Member] | Maximum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Expected Voltality | 206.90% | |||||||||||||||||
Expected life | 5 years | |||||||||||||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Risk free interet rate | 2.89% |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Feb. 28, 2023 | Nov. 30, 2022 | Feb. 28, 2022 | Nov. 30, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | Aug. 31, 2022 | Aug. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||||||
Sales | $ 2,556,509 | $ 2,869,223 | $ 5,975,789 | $ 6,031,150 | ||||
Gross profit | 970,903 | 1,216,354 | 2,710,436 | 2,482,820 | ||||
Income (loss) from operations | (1,786,810) | (2,120,676) | (4,028,770) | (3,484,335) | ||||
Depreciation and amortization | 552,631 | 773,555 | 1,138,797 | 1,467,837 | ||||
Capital expenditures | 72,139 | 192,536 | ||||||
Interest expenses | 123,866 | 1,226,182 | 291,109 | 1,294,912 | ||||
Net loss | (4,645,162) | $ (3,936,736) | (4,868,204) | $ (1,816,395) | (8,581,898) | (6,684,599) | ||
Total assets | 36,489,318 | 36,489,318 | $ 40,872,840 | |||||
Accounts receivable | 923,556 | 923,556 | 1,017,405 | |||||
Intangible assets | 17,199,620 | 17,199,620 | 18,840,619 | |||||
Goodwill | 7,539,469 | 7,539,469 | 7,825,844 | $ 9,488,848 | ||||
Healthcare Services [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Sales | 2,034,154 | 1,873,577 | 4,055,368 | 4,053,200 | ||||
Gross profit | 770,269 | 760,424 | 1,554,300 | 1,560,066 | ||||
Income (loss) from operations | (219,009) | (265,217) | (370,700) | (376,322) | ||||
Depreciation and amortization | 34,594 | 71,505 | 63,562 | 146,111 | ||||
Capital expenditures | 72,139 | 176,981 | ||||||
Interest expenses | 31,201 | 20,027 | 67,504 | 40,154 | ||||
Net loss | (247,967) | (282,717) | (433,680) | (411,524) | ||||
Total assets | 5,449,578 | 5,449,578 | 5,917,403 | |||||
Accounts receivable | 760,117 | 760,117 | 585,492 | |||||
Intangible assets | 136,550 | 136,550 | 159,453 | |||||
Goodwill | 517,866 | 517,866 | 537,537 | |||||
Product Manufacturing And Devolopment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Sales | 512,654 | 995,646 | 1,303,132 | 1,977,950 | ||||
Gross profit | 190,933 | 455,930 | 538,847 | 922,754 | ||||
Income (loss) from operations | (589,277) | (504,145) | (1,144,119) | (845,690) | ||||
Depreciation and amortization | 207,308 | 334,450 | 516,350 | 586,526 | ||||
Capital expenditures | 15,555 | |||||||
Interest expenses | 2,167 | 923,843 | 4,631 | 972,446 | ||||
Net loss | (597,044) | (1,837,396) | (1,175,620) | (2,619,938) | ||||
Corporate Segment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Sales | 9,701 | 617,289 | ||||||
Gross profit | 9,701 | 617,289 | ||||||
Income (loss) from operations | (978,524) | (1,351,314) | (2,513,951) | (2,262,323) | ||||
Depreciation and amortization | 310,729 | 367,600 | 558,885 | 735,200 | ||||
Capital expenditures | ||||||||
Interest expenses | 90,499 | 282,312 | 218,974 | 282,312 | ||||
Net loss | (3,800,151) | $ (2,748,091) | (6,972,598) | $ (3,653,137) | ||||
Total assets | 13,226,250 | 13,226,250 | 15,360,168 | |||||
Accounts receivable | 9,700 | 9,700 | 12,496 | |||||
Intangible assets | 12,838,947 | 12,838,947 | 13,397,833 | |||||
Goodwill | ||||||||
Product Sales [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total assets | 17,813,490 | 17,813,490 | 19,595,269 | |||||
Accounts receivable | 153,739 | 153,739 | 419,417 | |||||
Intangible assets | 4,224,123 | 4,224,123 | 5,283,333 | |||||
Goodwill | $ 7,021,603 | $ 7,021,603 | $ 7,288,307 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||||||||||
May 22, 2023 | Apr. 26, 2023 | Mar. 22, 2023 | Mar. 21, 2023 | Mar. 21, 2023 | Dec. 14, 2021 | Nov. 17, 2021 | Feb. 28, 2023 | Nov. 30, 2022 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 21, 2024 | Jan. 21, 2024 | Dec. 21, 2023 | Nov. 21, 2023 | Oct. 21, 2023 | Sep. 21, 2023 | Nov. 21, 2022 | Oct. 31, 2022 | Aug. 31, 2022 | |
Convertible debt | $ 9,086,051 | ||||||||||||||||||||
Debt instrument, face amount | $ 8,333,333 | $ 1,875,000 | $ 225,924 | ||||||||||||||||||
Originall issue discount | $ 2,740,349 | $ 1,463,022 | $ 4,230,862 | $ 1,520,862 | |||||||||||||||||
Exercise price of warrants or rights | $ 0.50 | $ 0.50 | |||||||||||||||||||
Debt instrument, maturity date | Jun. 14, 2023 | May 17, 2022 | Dec. 31, 2023 | ||||||||||||||||||
Debt interest rate | 5% | 1% | 15% | 15% | |||||||||||||||||
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 | ||||||||||||||||||||
Share Price | $ 2 | $ 3.35 | |||||||||||||||||||
CVI Investments Inc [Member] | |||||||||||||||||||||
Convertible debt | $ 8,333,333 | ||||||||||||||||||||
Jefferson [Member] | |||||||||||||||||||||
Convertible debt | $ 746,895 | ||||||||||||||||||||
Debt instrument, face amount | $ 0 | ||||||||||||||||||||
CVI Investments Inc [Member] | |||||||||||||||||||||
Debt instrument, face amount | $ 0 | ||||||||||||||||||||
Subsequent Event [Member] | First Fire Securities Purchase Agreement [Member] | |||||||||||||||||||||
Debt instrument, face amount | $ 573,000 | $ 573,000 | |||||||||||||||||||
Debt instrument, interest rate, effective percentage | 12% | 12% | |||||||||||||||||||
Purchase of warrants | 10,000,000 | 10,000,000 | |||||||||||||||||||
Originall issue discount | $ 57,300 | ||||||||||||||||||||
Payments for repurchase of warrants | $ 515,700 | ||||||||||||||||||||
Debt instrument, conversion price | $ 0.175 | $ 0.175 | |||||||||||||||||||
Percentage of stock price trigger | 85% | ||||||||||||||||||||
Administrative fees expense | $ 750 | ||||||||||||||||||||
Variable interest, percentage rate | 125% | 125% | |||||||||||||||||||
Exercise price of warrants or rights | $ 0.25 | $ 0.25 | |||||||||||||||||||
Restricted shares issued | 955,000 | ||||||||||||||||||||
Subsequent Event [Member] | First Fire Securities Purchase Agreement [Member] | Forecast [Member] | |||||||||||||||||||||
Accrued interest | $ 100,000 | $ 100,000 | $ 100,000 | $ 57,300 | $ 57,300 | $ 57,300 | |||||||||||||||
Subsequent Event [Member] | First Fire Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||
Purchase of warrants | 1,000,000 | 1,000,000 | |||||||||||||||||||
Variable interest, percentage rate | 16% | 16% | |||||||||||||||||||
Subsequent Event [Member] | Hudson Bay Master Fund Ltd [Member] | |||||||||||||||||||||
Convertible debt | $ 8,333,333 | ||||||||||||||||||||
Debt instrument, face amount | $ 0 | ||||||||||||||||||||
Subsequent Event [Member] | CVI Investments Inc [Member] | |||||||||||||||||||||
Debt instrument, maturity date | Apr. 26, 2038 | ||||||||||||||||||||
Debt principal amount | $ 70,000,000 | ||||||||||||||||||||
Purchase price | $ 57,000,000 | ||||||||||||||||||||
Debt interest rate | 1.52% | ||||||||||||||||||||
Debt instrument description | a liquidated damages charge of 25% of the outstanding principal balance of the RC Note, but not less than $1,000,000, will be assessed and will become immediately due and payable to the RC Noteholder at its election in the form of a cash payment or added to the balance of the RC Note (under the RC Noteholder’s and the Company’s expectation that this amount will tack back to the date of issuance of the RC Note | ||||||||||||||||||||
Debt interest rate | 125% | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Number of shares issued | 3,200,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 3,202,019 | 36,222 | |||||||||||||||||||
Number of shares conversion | 93,109,398 | 1,075,942 | |||||||||||||||||||
Convertible debt | $ 93,110 | ||||||||||||||||||||
Share Price | $ 1 | $ 0.50 | |||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Share Price | $ 1 |