Document and Entity Information
Document and Entity Information | 6 Months Ended |
Mar. 31, 2017 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | American BriVision (Holding) Corp |
Entity Central Index Key | 1,173,313 |
Trading Symbol | MTOO |
Amendment Flag | true |
Amendment Description | The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) may determine. |
Document Type | S1 |
Document Period End Date | Mar. 31, 2017 |
Entity Filer Category | Smaller Reporting Company |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Current assets | |||
Cash | $ 106,410 | $ 173,537 | $ 994,830 |
Prepayment | 3,815 | ||
Total Current Assets | 106,410 | 173,537 | 998,645 |
Deposit | 3,815 | 3,815 | |
Total Assets | 106,410 | 177,352 | 1,002,460 |
Liabilities and Equity | |||
Accounts Payable | 18,370 | ||
Accrued expenses | 79,160 | 38,100 | |
Other payable | 300,000 | ||
Due to related party | 950,000 | 6,500,000 | 22,517 |
Due to shareholder | 46,586 | ||
Total Liabilities | 1,029,160 | 6,556,470 | 369,103 |
Commitments and Contingencies | |||
Stockholders' equity (deficit) | |||
Common Stock 360,000,000 authorized at $0.001 par value; shares issued and outstanding 213,746,647 and 210,821,647 at March 31, 2017 and September 30, 2016 | 213,747 | 210,822 | 166,274 |
Additional paid-in capital | 10,583,912 | 4,733,461 | 1,132,685 |
Subscription receivable | (350,000) | ||
Accumulated deficit | (11,720,409) | (11,323,401) | (315,602) |
Total equity (deficit) | (922,750) | (6,379,118) | 633,357 |
Total liabilities and equity (deficit) | $ 106,410 | $ 177,352 | $ 1,002,460 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Statement of Financial Position [Abstract] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, authorized | 360,000,000 | 360,000,000 | 360,000,000 | ||
Common stock, shares issued | 213,746,647 | 210,821,647 | 166,273,921 | ||
Common stock, shares outstanding | 210,821,647 | 210,821,647 | [1] | 166,273,921 | [1] |
[1] | All shares outstanding for all periods have been retroactively restated to reflect Company's 1 to 3:141 forward stock split, which was effective on April 8, 2016. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||||
Revenues | $ 70,000 | |||||
Cost of sales | $ 32 | 32 | 32 | |||
Gross profit/(loss) | (32) | 70,000 | (32) | (32) | ||
Operating expenses | ||||||
Selling, general and administrative expenses | 315,602 | 208,315 | 108,732 | 393,503 | 110,359 | 997,263 |
Research and development expenses | 25,150 | 6,500,000 | 50,348 | 10,000,000 | 10,000,000 | |
Stock based compensation | 3,376 | 3,376 | ||||
Total operating expenses | 236,841 | 6,608,732 | 447,227 | 10,110,359 | ||
Net loss from operations | (315,602) | (236,841) | (6,608,764) | (377,227) | (10,110,391) | (10,997,295) |
Other income(expense) | ||||||
Bank Interest Income | 49 | 103 | 361 | |||
Sundry income | 52 | 141 | ||||
Interest Expense | (19,000) | (19,000) | (10,170) | |||
Gain on exchange differences | 141 | |||||
Total Other income (expenses) | (19,000) | 52 | (18,951) | 244 | (9,668) | |
Loss from continuing operations before income taxes | (315,602) | (255,841) | (6,608,712) | (396,178) | (10,110,147) | (11,006,963) |
Income taxes expenses | (830) | (830) | (836) | |||
Net loss | $ (315,602) | $ (256,671) | $ (6,608,712) | $ (397,008) | $ (10,110,147) | $ (11,007,799) |
Basic and Diluted loss per share | ||||||
Basic and diluted loss per share | $ 0 | $ 0 | $ (0.03) | $ 0 | $ (0.05) | $ (0.06) |
Weighted average number of shares outstanding basic and diluted | 160,823,831 | 212,056,647 | 208,758,821 | 211,432,361 | 207,230,133 | 193,981,153 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common stock | Additional paid-in capital | Subscription receivable | Accumulated deficit |
Balance at Jul. 21, 2015 | $ 897,001 | $ 159,623 | $ 1,087,378 | $ (350,000) | |
Balance, shares at Jul. 21, 2015 | 159,622,964 | ||||
Issuance of common shares | 51,958 | $ 6,651 | 45,307 | ||
Issuance of common shares, shares | 6,650,957 | ||||
Net loss for the period | (315,602) | (315,602) | |||
Balance at Sep. 30, 2015 | 633,357 | $ 166,274 | 1,132,685 | (350,000) | (315,602) |
Balance, shares at Sep. 30, 2015 | 166,273,921 | ||||
Issuance of common shares | 3,250,000 | $ 2,032 | 3,247,968 | ||
Issuance of common shares, shares | 2,031,423 | ||||
Reverse merger recapitalization | (2,636) | $ 42,359 | (44,995) | ||
Reverse merger recapitalization, shares | 42,359,253 | ||||
Stock based compensation | 397,960 | $ 157 | 397,803 | ||
Stock based compensation, shares | 157,050 | ||||
Receipt of subscription receivable | 350,000 | 350,000 | |||
Net loss for the period | (11,007,799) | (11,007,799) | |||
Balance at Sep. 30, 2016 | (6,379,118) | $ 210,822 | $ 4,733,461 | $ (11,323,401) | |
Balance, shares at Sep. 30, 2016 | 210,821,647 | ||||
Net loss for the period | (397,008) | ||||
Balance at Mar. 31, 2017 | $ (922,750) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 2 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Cash flows from operating activities | ||||
Net loss from continuing operations | $ (315,602) | $ (397,008) | $ (10,110,147) | $ (11,007,799) |
Issuance of common stocks for compensation | 3,376 | |||
Income taxes paid | (830) | |||
Adjustments to reconcile net loss to net cash used by operating activities: | ||||
Issuance of common stock for compensation and recapitalization | 1,295,324 | |||
Change in operating assets and liabilities: | ||||
(Increase) decrease in prepayment | 3,815 | 3,815 | ||
(Decrease) increase in other payable | 300,000 | (300,000) | (300,000) | |
(Decrease) increase in due to related party | 22,517 | (650,000) | 9,977,483 | 6,477,483 |
Increase in accounts payable | (17,540) | 18,370 | ||
Increase (decrease) in accrued expenses | 41,060 | 38,100 | ||
Increase in deposit | (3,815) | |||
Decrease (increase) in prepayment | (3,815) | 3,815 | ||
Net cash used in operating activities | (715) | (1,017,127) | (428,849) | (3,474,707) |
Cash flows from investing activities | ||||
Net cash provided by (used in) investing activities | ||||
Cash flows from financing activities | ||||
(Decrease) increase in due to shareholder | 46,586 | (43,342) | (46,586) | |
Borrowings from related party | 950,000 | |||
Proceeds from subscription receivable | 350,000 | 350,000 | ||
Proceeds from issuance of shares | 948,959 | 2,350,000 | ||
Net cash provided by financing activities | 995,545 | 950,000 | 306,658 | 2,653,414 |
Effect of Exchange Rates On Cash | ||||
Net decrease in cash | 994,830 | (67,127) | (122,191) | (821,293) |
Cash, beginning of period | 173,537 | 994,830 | 994,830 | |
Cash, end of period | 994,830 | 106,410 | 872,639 | 173,537 |
Supplemental disclosure of cash flow information | ||||
Prepayment | ||||
Supplemental disclosure of cash flow information | ||||
Interest paid | ||||
Income taxes paid | $ 830 |
Organization and Description of
Organization and Description of Business | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Organization and Description of Business [Abstract] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS American BriVision (Holding) Corporation (the “Company” or “Holding entity”), a Nevada corporation, thru the Company’s operating entity, American BriVision Corporation (“BriVision”), which was incorporated in July 2015 in the State of Delaware, engages in biotechnology and focuses on the development of new drugs and innovative medical devices to fulfill unmet medical needs. The business model of the Company is to integrate research achievements from world-famous institutions (such as Memorial Sloan Kettering Cancer Center (“MSKCC”) and MD Anderson Cancer Center), conduct clinical trials of translational medicine for Proof of Concept (“POC”), out-license to international pharmaceutical companies, and exploit global markets. REVERSE MERGER On February 8, 2016, a Share Exchange Agreement (“Share Exchange Agreement”) was entered into by and among American BriVision (Holding) Corporation (the “Company”), American BriVision Corporation (“BriVision”), Euro-Asia Investment & Finance Corp. Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of People Republic of China (“Euro-Asia”), being the owners of record of 52,336,000 shares of common stock of the Company, and the owners of record of all of the issued share capital of BriVision (the “BriVision Stock”). Pursuant to the Share Exchange Agreement, upon surrender by the BriVision Shareholders and the cancellation by BriVision of the certificates evidencing the BriVision Stock as registered in the name of each BriVision Shareholder, and pursuant to the registration of the Company in the register of members maintained by BriVision as the new holder of the BriVision Stock and the issuance of the certificates evidencing the aforementioned registration of the BriVision Stock in the name of the Company, the Company should issue 52,936,583 shares (the “Acquisition Stock”) (subject to adjustment for fractionalized shares as set forth below) of the Company’s common stock to the BriVision Shareholders (or their designees), and 51,945,225 shares of the Company’s common stock owned by Euro-Asia should be cancelled and retired to treasury. The Acquisition Stock collectively should represent 79.70% of the issued and outstanding common stock of the Company immediately after the Closing, in exchange for the BriVision Stock, representing 100% of the issued share capital of BriVision. Because of the exchange of the BriVision Stock for the Acquisition Stock (the “Share Exchange”), BriVision became a wholly owned subsidiary (the “Subsidiary”) of the Company and there was a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the share exchange agreement. Because of the consummation of the Share Exchange, BriVision is now our wholly owned subsidiary and its shareholders own approximately 79.70% of our issued and outstanding common stock. Following the Share Exchange, we have abandoned our prior business plan and we are now pursuing BriVision’s historical businesses and proposed businesses, which focus on the development of new drugs and innovative medical devices to fulfill unmet medical needs. The business model of the Company is to integrate research achievements from world-famous institutions, conduct clinical trials of translational medicine for Proof of Concept (“POC”), out-license to international pharmaceutical companies, and exploit global markets. Accounting Treatment of the Reverse Merger For financial reporting purposes, the Share Exchange represents a “reverse merger” rather than a business combination and BriVision is deemed the accounting acquirer in the transaction. The Share Exchange is being accounted for as a reverse-merger and recapitalization. BriVision is the acquirer for financial reporting purposes and the Company is the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Share Exchange will be those of BriVision and recorded at the historical cost basis of BriVision. In addition, the consolidated financial statements after completion of the Share Exchange will include the assets and liabilities of the Company and BriVision, and the historical operations of BriVision and operations of the Combined Company from the closing date of the Share Exchange. | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS American BriVision (Holding) Corporation (the “Company” or “Holding entity”), a Nevada corporation, thru the Company’s operating entity, American BriVision Corporation (“BriVision”), which was incorporated in July 2015 in the State of Delaware, engages in biotechnology and focuses on the development of new drugs and innovative medical devices to fulfill unmet medical needs. The business model of the Company is to integrate research achievements from world-famous institutions (such as Memorial Sloan Kettering Cancer Center (“MSKCC”) and MD Anderson Cancer Center), conduct clinical trials of translational medicine for Proof of Concept (“POC”), out-license to international pharmaceutical companies, and exploit global markets. BriVision had to predecessor operations prior to its formation on July 21, 2015. REVERSE MERGER On February 8, 2016, a Share Exchange Agreement (“Share Exchange Agreement”) was entered into by and among American BriVision (Holding) Corporation American BriVision Corporation (“BriVision”), Euro-Asia Investment & Finance Corp. Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of the People's Republic of China (“Euro-Asia”), being the owners of record of 164,387,376 (52,336,000 pre-stock split) shares of common stock of the Company, and the owners of record of all of the issued share capital of the Company(the “BriVision Stock”). Pursuant to the Share Exchange Agreement, upon surrender by the BriVision Shareholders and the cancellation by BriVision of the certificates evidencing the BriVision Stock as registered in the name of each BriVision Shareholder, and pursuant to the registration of the Company in the register of members maintained by BriVision as the new holder of the BriVision Stock and the issuance of the certificates evidencing the aforementioned registration of the BriVision Stock in the name of the Company, the Company should issue 166,273,921(52,936,583 pre-stock split) shares (the “Acquisition Stock”) (subject to adjustment for fractionalized shares as set forth below) of the Company’s common stock to the BriVision Shareholders (or their designees), and 163,159,952 (51,945,225 pre-stock split) shares of the Company’s common stock owned by Euro-Asia should be cancelled and retired to treasury. The Acquisition Stock collectively should represent 79.70% of the issued and outstanding common stock of the Company immediately after the Closing, in exchange for the BriVision Stock, representing 100% of the issued share capital of BriVision in a reverse merger, or the Merger. Pursuant to the Merger, all of the issued and outstanding shares of BriVision’s common stock were converted, at an exchange ratio of 0.2536-for-1, into an aggregate of 166,273,921(52,936,583pre-stock split) shares of Company’s common stock and BriVision became a wholly owned subsidiary, of the Company. The holders of Company’s common stock as of immediately prior to the Merger held an aggregate of 205,519,223(65,431,144 pre-stock split) shares of Company’s common stock, Because of the exchange of the BriVision Stock for the Acquisition Stock (the “Share Exchange”), BriVision became a wholly owned subsidiary (the “Subsidiary”) of the Company and there was a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the share exchange agreement. Because of the consummation of the Share Exchange, BriVision is now our wholly owned subsidiary and its shareholders own approximately 79.70% of our issued and outstanding common stock. Following the Share Exchange, we have abandoned our prior business plan and we are now pursuing BriVision’s historical businesses and proposed businesses, which focus on the development of new drugs and innovative medical devices to fulfill unmet medical needs. The business model of the Company is to integrate research achievements from world-famous institutions, conduct clinical trials of translational medicine for Proof of Concept (“POC”), out-license to international pharmaceutical companies, and exploit global markets. Accounting Treatment of the Reverse Merger For financial reporting purposes, the Share Exchange represents a “reverse merger” rather than a business combination and BriVision is deemed the accounting acquirer in the transaction. The Share Exchange is being accounted for as a reverse-merger and recapitalization. BriVision is the acquirer for financial reporting purposes and the Company is the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Share Exchange will be those of BriVision and recorded at the historical cost basis of BriVision. In addition, the consolidated financial statements after completion of the Share Exchange will include the assets and liabilities of the Company and BriVision, and the historical operations of BriVision and operations of the Combined Company from the closing date of the Share Exchange. |
Corrections to Previously Issue
Corrections to Previously Issued Consolidated Financial Statements | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Corrections to Previously Issued Consolidated Financial Statements [Abstract] | ||
CORRECTIONS TO PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS | 2. CORRECTIONS TO PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS American BriVision (Holding) Corporation has filed an amendment to its Quarterly Report, originally filed on August 15, 2016, on Form 10-Q for the period ended March 31, 2016 on February 22, 2017. The Company discovered that there was a delay of accrual for the two payments in total of $10,000,000 as set forth in the Collaborative Agreement: 1) 3.5% of total payment related to the upfront payment shall be made upon the execution of the Collaborative Agreement; and 2) 6.5% of the total payment shall be made upon the first IND submission (which was submitted in March 2016). It had erroneously stated that the research and development expenses were $0 and $0 for the three and six months ended March 31, 2016. Instead, our research and development expenses were $6,500,000 and $10,000,000 for the three and six months ended March 31, 2016. The Company restated the consolidated financial statements for the above period in order to record the related liability and expense in the correct period, as well as providing necessary revision for the footnotes of related parties transactions and commitments and contingencies to reflect a more accurate disclosure. No other sections were affected, but for the convenience of the reader, the Company included the following tables that present the effect of the correction discussed above and other adjustments on selected line items of our previously reported consolidated financial statements as of and for the period ended March 31, 2016. As of and for the Period Ended Previously Adjustments Restated Consolidated Statements of Balance Sheets Due to related party - 10,000,000 10,000,000 Accumulated deficit (425,749 ) (10,000,000 ) (10,425,749 ) Consolidated Statements of Operations and Comprehensive Loss For the three months ended March 31, 2016 Research and development expenses - 6,500,000 6,500,000 Net Loss (108,712 ) (6,500,000 ) (6,608,712 ) Basic and diluted loss per share (0.00 ) (0.03 ) (0.03 ) For the six months ended March 31, 2016 Research and development expenses - 10,000,000 10,000,000 Net Loss (110,147 ) (10,000,000 ) (10,110,147 ) Basic and diluted loss per share (0.00 ) (0.05 ) (0.05 ) The Company discovered that it had erroneously stated that the research and development expenses were understated during the year ended September 30, 2016. Instead, our research and development expenses were $10,000,000 for the year ended September 30, 2016 and were restated in the Adjustments No. 1 column. Moreover, there were typographical errors on Selling, General and Administration expenses which were corrected in the Adjustments No. 2 column. For the year ended September 30, 2015, the Net cash used in the operating activities was mistyped from $(715) to $(517) and was corrected in this restatement. The following tables present the effect of the corrections discussed above and other adjustments on selected line items of our previously reported consolidated financial statements as of and for the year ended September 30, 2016, Previously Reported on Form 10K Adjustments No.1 Adjustments No.2 Restated Consolidated Balance Sheet As of September 30, 2016 Due to related party - 6,500,000 - 6,500,000 Total Liabilities 56,470 6,500,000 - 6,556,470 Additional paid-in capital 4,733,401 - 60 4,733,461 Accumulated deficit (4,823,401 ) (6,500,000 ) - (11,323,401 ) Total equity (deficit) 120,882 (6,500,000 ) - (6,379,118 ) Consolidated Statements of Operations and Comprehensive Loss For the year ended September 30, 2016 Selling, general and administrative expenses 4,497,263 (3,500,060 ) 60 997,263 Research and development expenses - 10,000,000 - 10,000,000 Net loss from operations (4,497,295 ) (6,499,940 ) (60 ) (10,997,295 ) Loss from continuing operations before income taxes (4,506,963 ) (6,499,940 ) (60 ) (11,006,963 ) Net Loss (4,507,799 ) (6,499,940 ) (60 ) (11,007,799 ) Basic and diluted loss per share (0.00 ) (0.06 ) (0.00 ) (0.06 ) Consolidated Statements of Cash Flow For the year ended September 30, 2016 Net loss from continuing operations (4,507,799 ) (6,499,940 ) (60 ) (11,007,799 ) Issuance of common stock for compensation 1,295,324 (60 ) 60 1,295,324 (Decrease) increase in due to related party (22,517 ) 6,500,000 6,477,483 Consolidated Statements of Cash Flow For the year ended September 30, 2015 Net cash used in operating activities (517) - (198 ) (7 ) As a result of the restatement of the consolidated balance sheets as of September 30, 2016, Due to related party and Total liabilities were increased by $6,500,000; changed from $0 to $6,500,000 and from $56,470 to $6,556,470. Additional paid in capital was increased by $60 and changed from $4,733,401 to $4,733,461. Accumulated deficit was increased by $6,500,000 and changed from $(4,823,401) to $(11,323,401). Total equity (deficit) was decreased by $6,500,000 and changed from $120,882 to $(6,379,118). As a result of the restatement of the consolidated statements of operations and comprehensive loss for the year ended September 30, 2016, Selling, general and administrative expenses were decreased by $3,500,000 and changed from $4,497,263 to $997,263. Research and development expenses were increased by $10,000,000 and changed from $0 to $10,000,000. Net loss from operations was increased by $6,500,000 and changed from $(4,497,295) to $(10,997,295) Loss from continuing operations before taxes was increased by $6,500,000 and changed from $(4,506,963) to $(11,006,963). Net loss was increased by $6,500,000 and changed from $(4,507,799) to $(11,007,799). Basic and diluted loss per share were also increased by 0.06 and changed from $0 to $(0.06). As a result of the restatement of the consolidated statements of cash flow for the year ended September 30, 2016, Net loss from continuing operations was increased by $6,500,000; changed from $(4,507,799) to $(11,007,799). Issuance of common stock for compensation did not have changes and stated as $1,295,324. (Decrease) increase in due to related party was increased by $6,500,000 and changed from $(22,517) to $6,477,483. There were no changes in Net cash used in operating activities. As a result of the restatement of the consolidated statements of cash flow for the year ended September 30, 2015, Net cash used in operating activities was increased by $198 and changed from $(517) to $(715). | 2. CORRECTIONS TO PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS The Company discovered that it had erroneously stated that the research and development expenses were understated during the year ended September 30, 2016. Instead, our research and development expenses were $10,000,000 for the year ended September 30, 2016 and were restated in the Adjustments No. 1 column. Moreover, there were typographical errors on Selling, General and Administration expenses which were corrected in the Adjustments No. 2 column. For the year ended September 30, 2015, the Net cash used in the operating activities was mistyped from $(715) to $(517) and was corrected in this restatement. The following tables present the effect of the corrections discussed above and other adjustments on selected line items of our previously reported consolidated financial statements as of and for the year ended September 30, 2016, Previously Adjustments No.1 Adjustments No.2 Restated Consolidated Balance Sheet As of September 30, 2016 Due to related party - 6,500,000 - 6,500,000 Total Liabilities 56,470 6,500,000 - 6,556,470 Additional paid-in capital 4,733,401 - 60 4,733,461 Accumulated deficit (4,823,401 ) (6,500,000 ) - (11,323,401 ) Total equity (deficit) 120,882 (6,500,000 ) - (6,379,118 ) Consolidated Statements of Operations and Comprehensive Loss For the year ended September 30, 2016 Selling, general and administrative expenses 4,497,263 (3,500,060 ) 60 997,263 Research and development expenses - 10,000,000 - 10,000,000 Net loss from operations (4,497,295 ) (6,499,940 ) (60 ) (10,997,295 ) Loss from continuing operations before income taxes (4,506,963 ) (6,499,940 ) (60 ) (11,006,963 ) Net Loss (4,507,799 ) (6,499,940 ) (60 ) (11,007,799 ) Basic and diluted loss per share (0.00 ) (0.06 ) (0.00 ) (0.06 ) Consolidated Statements of Cash Flow For the year ended September 30, 2016 Net loss from continuing operations (4,507,799 ) (6,499,940 ) (60 ) (11,007,799 ) Issuance of common stock for compensation 1,295,324 (60 ) 60 1,295,324 (Decrease) increase in due to related party (22,517 ) 6,500,000 6,477,483 Consolidated Statements of Cash Flow For the year ended September 30, 2015 Net cash used in operating activities (517 ) - (198 ) (715 ) As a result of the restatement of the consolidated balance sheets as of September 30, 2016, Due to related party and Total liabilities were increased by $6,500,000; changed from $0 to $6,500,000 and from $56,470 to $6,556,470. Additional paid in capital was increased by $60 and changed from $4,733,401 to $4,733,461. Accumulated deficit was increased by $6,500,000 and changed from $(4,823,401) to $(11,323,401). Total equity (deficit) was decreased by $6,500,000 and changed from $120,882 to $(6,379,118). As a result of the restatement of the consolidated statements of operations and comprehensive loss for the year ended September 30, 2016, Selling, general and administrative expenses were decreased by $3,500,000 and changed from $4,497,263 to $997,263. Research and development expenses were increased by $10,000,000 and changed from $0 to $10,000,000. Net loss from operations was increased by $6,500,000 and changed from $(4,497,295) to $(10,997,295) Loss from continuing operations before taxes was increased by $6,500,000 and changed from $(4,506,963) to $(11,006,963). Net loss was increased by $6,500,000 and changed from $(4,507,799) to $(11,007,799). Basic and diluted loss per share were also increased by 0.06 and changed from $0 to $(0.06). As a result of the restatement of the consolidated statements of cash flow for the year ended September 30, 2016, Net loss from continuing operations was increased by $6,500,000; changed from $(4,507,799) to $(11,007,799). Issuance of common stock for compensation did not have changes and stated as $1,295,324. (Decrease) increase in due to related party was increased by $6,500,000 and changed from $(22,517) to $6,477,483. There were no changes in Net cash used in operating activities. As a result of the restatement of the consolidated statements of cash flow for the year ended September 30, 2015, Net cash used in operating activities was increased by $198 and changed from $(517) to $(715). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). This basis of accounting involves the application of accrual accounting. Consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars. The condensed financial statements include all adjustments that, in the opinion of management, are necessary in order not to make the financial statements misleading. Certain information and footnote disclosure normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. The results of operations for the periods ended March 31, 2017 are not necessarily indicative of the operating results for the full year. Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary, American BriVision Corporation ("BriVision"). All intercompany transactions, balances and any unrealized profit and losses have been eliminated on consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. Reclassifications We have reclassified certain prior period amounts within our consolidated financial statements and accompanying notes to conform to our current period presentation. These reclassifications did not affect total revenue, operating income, operating cash flows or net loss. Forward Stock split On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3.141 and increase the number of our authorized shares of common stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. The majority of the shareholders of the Company approved the amendment to Articles of Incorporation. Fair Value Measurements The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) 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, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of March 31, 2017. Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of March 31, 2017, the Company’s cash and cash equivalents amounted $106,410. As of September 30, 2016, the Company’s cash and cash equivalents amounted $173,537. All of the Company’s cash deposits are held in a financial institution located in where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. Research and Development Expenses The Company accounts for the cost of using licensing rights in research and development cost according to ASC Topic 730-10-25-1. This guidance provides that absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses when incurred. Stock-based Compensation The Company measures expense associated with all employee share-based compensation awards using a fair value method and recognizes such expense in the consolidated financial statements on a straight-line basis over the requisite service period in accordance with ASC Topic 718 “Compensation-Stock Compensation” The Company accounted for stock-based compensation to non-employees in accordance with ASC Topic 505-50 ”Equity-Based Payments to Non-Employees" which requires that the cost of services received from non-employees is measured at fair value at the earlier of the performance commitment date or the date service is completed and recognized over the period the service is provided. Stock-based compensation expenses were recorded in general and administrative expenses and research and development expenses. Income Taxes The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain. 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 evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred during the period from July 21, 2015 (inception) to March 31, 2017. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. As of March 31, 2017 and March 31, 2016, the Company’s income tax expense amounted $830 and $0, respectively. Earnings Per Share of Common Stock The Company reports earnings (loss) per share in accordance with ASC Topic 260-10 "Earnings per Share." Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Commitments and Contingencies The Company has adopted ASC Topic 450 “Contingencies” subtopic 20, in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available before financial statements are issued or are available to be issued indicates that it is probable that an assets had been impaired or a liability had been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. Recent Accounting Pronouncements Revenue Recognition: Revenue from Contracts with Customers: Topic Disclosure of Going Concern Uncertainties: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Leases Stock-based Compensation Financial Instruments - Credit Losses: Statement of Cash Flows: In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash”(“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 will become effective for us beginning April 1, 2018, or fiscal 2019. ASU 2016-18 is required to be applied retrospectively. Upon the adoption, amounts described as restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows. Business Combination From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's financial statements upon adoption. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”). This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. Forward Stock split On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3.141 and increase the number of our authorized shares of common stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. The majority of the shareholders of the Company approved the amendment to Articles of Incorporation. Fair Value Measurements The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) 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, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. - Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of September 30, 2016. Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of September 30, 2016, the Company’s cash and cash equivalents amounted $173,537. As of September 30, 2015, the Company’s cash and cash equivalents amounted $994,830. All of the Company’s cash deposits are held in a financial institution located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. Income Taxes The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain. 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 evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred during the period from July 21, 2015 (inception) to September 30, 2016. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. As of September 30, 2016 and September 30, 2015, the Company’s income tax expense amounted $836 and $0, respectively. Recent Accounting Pronouncements From time to time, new accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. The recent accounting standards are not expected to have a material impact on the consolidated financial statements upon adoption. |
Going Concern
Going Concern | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Going Concern [Abstract] | ||
GOING CONCERN | 4. GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since its inception resulting in an accumulated deficit of $11,720,409 as of March 31, 2017. The Company also incurred net losses of $397,008 and negative cash flow of $67,127 for the six months ended March 31, 2017. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company upon signing of that agreement. On May 6, 2016, we and BioLite agreed to amend the Collaborative Agreement, through entry into the Milestone Payment Agreement, whereby we have agreed to pay the Milestone Payment to BioLite $2,600,000 in cash and $900,000 in newly issued shares of our common stock, at the price of $1.60 per share, for an aggregate number of 562,500 shares. The cash payment and shares issuance were completed in June 2016. Pursuant to the Collaborative Agreement, 6.5% of total payment, $6,500,000 shall be made upon the first IND submission which was submitted in March 2016. On February 2017, the Company agreed to pay this amount to BioLite with $650,000 in cash and $5,850,000 in the form of newly issued shares of our common stock, at the price of $2.0 per share, for an aggregate number of 2,925,000 shares. The cash payment and shares issuance were completed in February 2017. This Collaborative Agreement shall, once signed by both Parties, remain in effect for fifteen years as of the first commercial sales of the Product in the Territory and automatically renew for five more years unless either party gives the other party six month written notice of termination prior to the expiration date of the term. | 4. GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since its inception resulting in an accumulated deficit of $11,323,401 as of September 30, 2016. The Company also incurred net losses of $11,007,799 and negative cash flow of $821,293 during the year ended September 30, 2016. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These combined financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company upon signing of that agreement. On May 6, 2016, we and BioLite agreed to amend the Collaborative Agreement, through entry into the Milestone Payment Agreement, whereby we have agreed to pay the Milestone Payment to BioLite $2,600,000 in cash and $900,000 in newly issued shares of our common stock, at the price of $1.60 per share, for an aggregate number of 562,500 shares. The cash payment and shares issuance were completed in June 2016. Pursuant to the Collaborative Agreement, 6.5% of total payment, $6,500,000 shall be made upon the first IND submission which was submitted in March 2016. $6,500,000 was wholly recorded as due to related party as of September 30, 2016. This Collaborative Agreement shall, once signed by both Parties, remain in effect for fifteen years as of the first commercial sales of the Product in the Territory and automatically renew for five more years unless either party gives the other party six month written notice of termination prior to the expiration date of the term. The Company determined to fully expense the entire amount of $10,000,000 since currently the related licensing rights do not have alternative future uses. According to ASC 730-10-25-1, absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses immediately. Hence the entire amount is fully expensed as research and development expense. |
Collaborative Agreement
Collaborative Agreement | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Collaborative Agreement [Abstract] | ||
COLLABORATIVE AGREEMENT | 5. COLLABORATIVE AGREEMENT On December 29, 2015, American BriVision Corporation entered into a Collaborative Agreement with BioLite Inc., a related party, pursuant to which BioLite granted the Company sole licensing rights for drug and therapeutic use of five products: BLI-1005 CNS-Major Depressive Disorder; BLI-1008 CNS-Attention Deficit Hyperactivity Disorder; BLI-1401-1 Anti-Tumor Combination Therapy-Solid Tumor with Anti-PD-1; BLI-1401-2 Anti-Tumor Combination Therapy-Triple Negative Breast Cancer; and BLI-1501 Hematology-Chronic Lymphocytic Leukemia, in USA and Canada. Under the Collaborative Agreement, American BriVision should pay a total of $100,000,000 in cash or stock of BriVision with equivalent value, according to the following schedule: ● upfront payment shall upon the signing of this Collaborative Agreement: 3.5% of total payment. After receiving upfront payment from BriVision, BioLite has to deliver all data to BriVision in one week. ● upon the first IND submission, BriVision shall pay, but no later than December 15, 2016: 6.5% of total payment. After receiving second payment from BriVision, BioLite has to deliver IND package to BriVision in one week. ● at the completion of first phase II clinical trial, BriVision shall pay, but no later than September 15, 2017: 15% of total payment. After receiving third payment from BriVision, BioLite has to deliver phase II clinical study report to BriVision in three months. ● upon the phase III IND submission, BriVision shall pay, but no later than December 15, 2018: 20% of total payment. After receiving forth payment from BriVision, BioLite has to deliver IND package to BriVision in one week. ● at the completion of phase III, BriVision shall pay, but no later than September 15, 2019:25% of total payment. After receiving fifth payment from BriVision, BioLite has to deliver phase III clinical study report to BriVision in three months. ● upon the NDA submission, BriVision shall pay, but no later than December 15, 2020, BriVision shall pay: 30% of total payment. After receiving sixth payment from BriVision, BioLite has to deliver NDA package to BriVision in one week. Pursuant to the Collaborative Agreement, an upfront payment of $3,500,000 (the “Milestone Payment”), which is 3.5% of total payments due under the Collaborative Agreement, was to be paid by the Company upon signing of that agreement. On May 6, 2016, we and BioLite agreed to amend the Collaborative Agreement, through entry into the Milestone Payment Agreement, whereby we have agreed to pay the Milestone Payment to BioLite $2,600,000 in cash and $900,000 in newly issued shares of our common stock, at the price of $1.60 per share, for an aggregate number of 562,500 shares. The cash payment and shares issuance were completed in June 2016. Pursuant to the Collaborative Agreement, 6.5% of total payment, $6,500,000 shall be made upon the first IND submission which was submitted in March 2016. In February 2017, the Company remitted this amount to BioLite with $650,000 in cash and $5,850,000 in the form of newly issued shares of our common stock, at the price of $2.0 per share, for an aggregate number of 2,925,000 shares. This Collaborative Agreement shall, once signed by both Parties, remain in effect for fifteen years as of the first commercial sales of the Product in the Territory and automatically renew for five more years unless either party gives the other party six month written notice of termination prior to the expiration date of the term. The Company determined to fully expense the entire amount of $10,000,000 since currently the related licensing rights do not have alternative future uses. According to ASC 730-10-25-1, absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses immediately. Hence, the entire amount is fully expensed as research and development expense. | 5. COLLABORATIVE AGREEMENT On December 29, 2015, American BriVision Corporation entered into a Collaborative Agreement with BioLite Inc., a related party, pursuant to which BioLite granted the Company sole licensing rights for drug and therapeutic use of five products: BLI-1005 CNS-Major Depressive Disorder; BLI-1008 CNS-Attention Deficit Hyperactivity Disorder; BLI-1401-1 Anti-Tumor Combination Therapy-Solid Tumor with Anti-PD-1; BLI-1401-2 Anti-Tumor Combination Therapy-Triple Negative Breast Cancer; and BLI-1501 Hematology-Chronic Lymphocytic Leukemia, in USA and Canada. Under the Collaborative Agreement, BriVision should pay a total of $100,000,000 in cash or stock of BriVision with equivalent value, according to the following schedule: ● upfront payment shall upon the signing of this Collaborative Agreement: 3.5% of total payment. After receiving upfront payment from BriVision, BioLite has to deliver all data to BriVision in one week. upon the first IND submission, BriVision shall pay, but no later than December 15, 2016: 6.5% of total payment. After receiving second payment from BriVision, BioLite has to deliver IND package to BriVision in one week. ● at the completion of first phase II clinical trial, BriVision shall pay, but no later than September 15, 2017: 15% of total payment. After receiving third payment from BriVision, BioLite has to deliver phase II clinical study report to BriVision in three months. ● upon the phase III IND submission, BriVision shall pay, but no later than December 15, 2018: 20% of total payment. After receiving forth payment from BriVision, BioLite has to deliver IND package to BriVision in one week. ● at the completion of phase III, BriVision shall pay, but no later than September 15, 2019:25% of total payment. After receiving fifth payment from BriVision, BioLite has to deliver phase III clinical study report to BriVision in three months. ● upon the NDA submission, BriVision shall pay, but no later than December 15, 2020, BriVision shall pay: 30% of total payment. After receiving sixth payment from BriVision, BioLite has to deliver NDA package to BriVision in one week. Pursuant to the Collaborative Agreement, an upfront payment of $3,500,000 (the “Milestone Payment”), which is 3.5% of total payments due under the Collaborative Agreement, was to be paid by the Company upon signing of that agreement. On May 6, 2016, we and BioLite agreed to amend the Collaborative Agreement, through entry into the Milestone Payment Agreement, whereby we have agreed to pay the Milestone Payment to BioLite $2,600,000 in cash and $900,000 in newly issued shares of our common stock, at the price of $1.60 per share, for an aggregate number of 562,500 shares. The cash payment and shares issuance were completed in June 2016. Pursuant to the Collaborative Agreement, 6.5% of total payment, $6,500,000 shall be made upon the first IND submission which was submitted in March 2016. $6,500,000 was wholly recorded as due to related party as of September 30, 2016. This Collaborative Agreement shall, once signed by both Parties, remain in effect for fifteen years as of the first commercial sales of the Product in the Territory and automatically renew for five more years unless either party gives the other party six month written notice of termination prior to the expiration date of the term. The Company determined to fully expense the entire amount of $10,000,000 since currently the related licensing rights do not have alternative future uses. According to ASC 730-10-25-1, absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses immediately. Hence the entire amount is fully expensed as research and development expense. |
Related Parties Balances and Tr
Related Parties Balances and Transactions | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Related Parties Balances and Transactions [Abstract] | ||
RELATED PARTIES BALANCES AND TRANSACTIONS | 6. RELATED PARTIES BALANCES AND TRANSACTIONS The following is a list of related parties to which the Company has transactions with: Eugene Jiang is the Chief Executive Officer of the Company, the owner of BioLite, Inc and one of the directors and common stock shareholders of BioFirst Corporation. Amount due to related party Amount due to related party consisted of the following as of the periods indicated: March 31, September 30, BioLite, Inc Balance beginning of the period / year $ 6,500,000 $ - Research and development incurred for the period / year - 10,000,000 Repayment by cash and share (6,500,000 ) (3,500,000 ) Balance as at the ended of the period / year $ - $ 6,500,000 Related party transactions Unsecured borrowings from related parties consisted of the following for the periods indicated: March 31, September 30, BioFirst Corporation $ 950,000 $ - Total $ 950,000 $ - On January 26, 2017, American Brivision (Holding) Corporation entered into a loan agreement with the lender party thereto, BioFirst Corporation, a company incorporated in Taiwan, Republic of China, for a total commitment (non-secured indebtedness) of $950,000 to meet its working capital needs. Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the Company is required to remit the interest payment monthly to the lender. The loan will be matured on February 1, 2018. Interest expense related to this indebtedness is $19,000 and $0 for the three months ended March 31, 2017 and 2016, respectively and $19,000 and $0 for the six months ended March 31, 2017 and 2016, respectively. Accrued interest related to this borrowing is $9,500 and $0 as of March 31, 2017 and September 30, 2016, respectively. | 6. RELATED PARTIES TRANSACTIONS As of September 30, 2016 and September 30, 2015, the amount due to a related party, BioLite, Inc (“Biolite”) was $6,500,000 and $22,517 respectively. As of September 30, 2016 and September 30, 2015, the amount due to shareholder, YuanGene Corporation, was $0 and $46,586 respectively. |
Accrued Expenses and Other Paya
Accrued Expenses and Other Payables | 6 Months Ended |
Mar. 31, 2017 | |
Accrued Expenses and Other Payables [Abstract] | |
ACCRUED EXPENSES AND OTHER PAYABLES | 7. ACCRUED EXPENSES AND OTHER PAYABLES Accrued expenses and other payables as of March 31, 2017 and September 30, 2016 consisted of: March 31, September 30, Accruals for consulting fee $ 7,000 $ 23,100 Accruals for audit fee 34,000 15,000 Accruals for interest expense 9,500 - Accruals for rental expense 28,660 - Total accrued expenses and other payables $ 79,160 $ 38,100 |
Accounts Payable
Accounts Payable | 12 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | 7 . ACCOUNTS PAYABLE As of September 30, 2016 and September 30, 2015, the amount of Accounts Payable to LiteArt, Inc. was $18,370 and $0 respectively. |
Equity
Equity | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Equity [Abstract] | ||
EQUITY | 8. EQUITY During October 2015, $350,000 of subscription receivable was fully collected from the shareholders. On February 8, 2016, a Share Exchange Agreement (“Share Exchange Agreement”) was entered into by and among American BriVision (Holding) Corporation (the “Company”), American BriVision Corporation (“BriVision”), Euro-Asia Investment & Finance Corp. Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of People's Republic of China (“Euro-Asia”), being the owners of record of 164,387,376 (52,336,000 pre-stock split) shares of common stock of the Company, and the owners of record of all of the issued share capital of BriVision (the “BriVision Stock”). Pursuant to the Share Exchange Agreement, upon surrender by the BriVision Shareholders and the cancellation by BriVision of the certificates evidencing the BriVision Stock as registered in the name of each BriVision Shareholder, and pursuant to the registration of the Company in the register of members maintained by BriVision as the new holder of the BriVision Stock and the issuance of the certificates evidencing the aforementioned registration of the BriVision Stock in the name of the Company, the Company should issue 166,273,921 (52,936,583 pre-stock split) shares (the “Acquisition Stock”) (subject to adjustment for fractionalized shares as set forth below) of the Company’s common stock to the BriVision Shareholders (or their designees), and 163,159,952 (51,945,225 pre-stock split) shares of the Company’s common stock owned by Euro-Asia should be cancelled and retired to treasury. The Acquisition Stock collectively should represent 79.70% of the issued and outstanding common stock of the Company immediately after the Closing, in exchange for the BriVision Stock, representing 100% of the issued share capital of BriVision in a reverse merger, or the Merger. Pursuant to the Merger, all of the issued and outstanding shares of BriVision’s common stock were converted, at an exchange ratio of 0.2536-for-1, into an aggregate of 166,273,921(52,936,583 pre-stock split) shares of Company’s common stock and BriVision became a wholly owned subsidiary, of the Company. The holders of Company’s common stock as of immediately prior to the Merger held an aggregate of 205,519,223 (65,431,144 pre-stock split) shares of Company’s common stock, Because of the exchange of the BriVision Stock for the Acquisition Stock (the “Share Exchange”), BriVision became a wholly owned subsidiary (the “Subsidiary”) of the Company and there was a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the share exchange agreement. On February 17, 2016, pursuant to the 2016 Equity Incentive Plan (the “2016 Plan”), 157,050 (50,000 pre-stock split) shares were granted to the employees. On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to affect a forward split at a ratio of 1 to 3.141 (the “Forward Stock Split”) and increase the number of our authorized shares of common stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. The majority of the shareholders of the Company approved the amendment to Articles of Incorporation. On May 6, 2016, we and BioLite agreed to amend the Collaborative Agreement, through entry into the Milestone Payment Agreement, whereby we have agreed to issue shares of our common stock, at the price of $1.60 per share, for an aggregate number of 562,500 shares, as part of our first installation of payment pursuant to the Milestone Payment. The shares issuance was completed in June 2016. On August 26, 2016, the Company issued 1,468,750 shares (“Shares”) of the Company’s common stock, par value $0.001 (the “Offering”) to BioLite, Inc., a non-U.S. accredited investor (the “Purchaser”) pursuant to a certain Stock Purchase Agreement dated August 26, 2016 (the “SPA”). The Shares are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S of the Securities Act promulgated thereunder. Our sole director, Eugene Jiang, is a director of BioLite and it is therefore considered a related party. The purchase price per share of the Offering is $1.60. The net proceeds to the Company from the Offering are approximately $2,350,000. The proceeds may be used for general corporate purposes. Pursuant to the Collaborative Agreement with BioLite, Inc. a related party, as discussed in Note 5 above, American BriVision should pay a total of $100,000,000 in cash or stock of BriVision with equivalent value according to the milestone achieved. The agreement requires that 6.5% of total payment, $6,500,000 shall be made upon the first IND submission which was submitted in March 2016. In February 2017, the Company remitted this amount to BioLite with $650,000 in cash and $5,850,000 in the form of newly issued shares of our common stock, at the price of $2.0 per share, for an aggregate number of 2,925,000 shares. On October 1, 2016, the Company entered into a Consulting Agreement with Kazunori Kameyama (“Kameyama”) for the provision of services related to the clinical trials and other administrative work, public relation work, capital raising, trip coordination, In consideration for providing such services, the Company agreed to indemnify the consultant in an amount of $150 per hour in cash up to $3,000 per month, and issue to Kameyama the Company’s common stock at $1.00 per share for any amount exceeding $3,000. The Company’s stocks will be calculated and issued in December every year. The contract will be terminated on September 30, 2017. For the six months ended on March 31, 2017, the Company recognized (as appropriate relative to the periods and manner that the Company would recognize cash payments under the same arrangement) the cost of the appropriate number of the 1,688 shares at the current fair value as of December 31, 2016 and March 31, 2017. The stock-based compensation related to this consulting agreement was $3,376 for the six months ended on March 31, 2017. Pursuant to ASC 505-50-30, the transactions with the non-employees were measured based on the fair value of the equity instruments issued as the Company determined that the fair value of the equity instruments issued in a share-based payment transaction with nonemployees was more reliably measurable than the fair value of the consideration received. The Company measured the fair value of the equity instruments in these transactions using the stock price on the date at which Kameyama’s commitment for performance is reached. | 8. EQUITY During October 2015, $350,000 of subscription receivable was fully collected from the shareholders. On February 8, 2016, a Share Exchange Agreement (“Share Exchange Agreement”) was entered into by and among American BriVision (Holding) Corporation (the “Company”), American BriVision Corporation (“BriVision”), Euro-Asia Investment & Finance Corp. Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of People's Republic of China (“Euro-Asia”), being the owners of record of 164,387,376 (52,336,000 pre-stock split) shares of common stock of the Company, and the owners of record of all of the issued share capital of BriVision (the “BriVision Stock”). Pursuant to the Share Exchange Agreement, upon surrender by the BriVision Shareholders and the cancellation by BriVision of the certificates evidencing the BriVision Stock as registered in the name of each BriVision Shareholder, and pursuant to the registration of the Company in the register of members maintained by BriVision as the new holder of the BriVision Stock and the issuance of the certificates evidencing the aforementioned registration of the BriVision Stock in the name of the Company, the Company should issue 166,273,921(52,936,583 pre-stock split) shares (the “Acquisition Stock”) (subject to adjustment for fractionalized shares as set forth below) of the Company’s common stock to the BriVision Shareholders (or their designees), and 163,159,952 (51,945,225 pre-stock split) shares of the Company’s common stock owned by Euro-Asia should be cancelled and retired to treasury. The Acquisition Stock collectively should represent 79.70% of the issued and outstanding common stock of the Company immediately after the Closing, in exchange for the BriVision Stock, representing 100% of the issued share capital of BriVision in a reverse merger, or the Merger. Pursuant to the Merger, all of the issued and outstanding shares of BriVision’s common stock were converted, at an exchange ratio of 0.2536-for-1, into an aggregate of 166,273,921(52,936,583 pre-stock split) shares of Company’s common stock and BriVision became a wholly owned subsidiary, of the Company. The holders of Company’s common stock as of immediately prior to the Merger held an aggregate of 205,519,223 (65,431,144 pre-stock split) shares of Company’s common stock, Because of the exchange of the BriVision Stock for the Acquisition Stock (the “Share Exchange”), BriVision became a wholly owned subsidiary (the “Subsidiary”) of the Company and there was a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the share exchange agreement. On February 17, 2016, pursuant to the 2016 Equity Incentive Plan (the “2016 Plan”), 157,050 (50,000 pre-stock split) shares were granted to the employees. On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3.141 (the “Forward Stock Split”) and increase the number of our authorized shares of common stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. The majority of the shareholders of the Company approved the amendment to Articles of Incorporation. On May 6, 2016, we and BioLite agreed to amend the Collaborative Agreement, through entry into the Milestone Payment Agreement, whereby we have agreed to issue shares of our common stock, at the price of $1.60 per share, for an aggregate number of 562,500 shares, as part of our first installation of payment pursuant to the Milestone Payment. The shares issuance was completed in June 2016. On August 26, 2016, the Company issued 1,468,750 shares (“Shares”) of the Company’s common stock, par value $0.001 (the “Offering”) to BioLite, Inc., a non-U.S. accredited investor (the “Purchaser”) pursuant to a certain Stock Purchase Agreement dated August 26, 2016 (the “SPA”). The Shares are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S of the Securities Act promulgated thereunder. Our sole director, Eugene Jiang, is a director of BioLite and it is therefore considered a related party. The purchase price per share of the Offering is $1.60. The net proceeds to the Company from the Offering are approximately $2,350,000. The proceeds may be used for general corporate purposes. |
Earnings Per Share
Earnings Per Share | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||
EARNINGS PER SHARE | 9. EARNINGS PER SHARE Basic earnings per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the year. For the Three Months Ended March 31, For the Three Months Ended For the Six Months Ended March 31, For the Six Months Ended March 31, 2017 2016 2017 2016 Numerator: Net loss $ (256,671 ) $ (6,608,712 ) $ (397,008 ) $ (10,110,147 ) Denominator: Weighted-average shares outstanding: Weighted-average shares outstanding – Basic & Diluted 212,056,647 208,758,821 211,432,361 207,230,133 Earnings per share -Basic & Diluted (0.00 ) (0.03 ) (0.00 ) (0.05 ) | 9. EARNINGS PER SHARE Basic earnings per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the year. For the Year For the Numerator: Net loss $ (11,007,799 ) (315,602 ) Denominator: Weighted-average shares outstanding: Weighted-average shares outstanding - Basic 193,981,153 160,823,831 Stock options - - Weighted-average shares outstanding - Diluted 193,981,153 160,823,831 Earnings per share -Basic (0.06 ) 0.00 -Diluted (0.06 ) 0.00 Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Operating Commitment The total future minimum lease payments under the non-cancellable operating lease with respect to the office as of March 31, 2017 are payable as follows: Year ending September 30, 2017 19,750 Total $ 19,750 Rental expense of the Company was $14,330 and $10,870 for the three months ended March 31, 2017 and 2016, respectively, and $28,660 and $10,870 for the six months ended March 31, 2017 and 2016, respectively. | 10. COMMITMENTS AND CONTINGENCIES Operating Commitment The total future minimum lease payments under the non-cancellable operating lease with respect to the office as of September 30, 2016 are payable as follows: Remaining 2016 $ 5,948 Year ending September 30, 2017 23,793 Year ending September 30, 2018 17,845 Total $ 47,586 Rental expense of the Company was $29,129 and nil for the year ended September 30, 2016 and 2015, respectively. |
Subsequent Event
Subsequent Event | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Subsequent Event [Abstract] | ||
SUBSEQUENT EVENT | 11. SUBSEQUENT EVENT The Company evaluated and concluded that no subsequent events have occurred that would require recognition or disclosure in the consolidated financial statements. | 11 . SUBSEQUENT EVENT The Company evaluated and concluded that no subsequent events have occurred that would require recognition or disclosure in the consolidated financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying audited financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). This basis of accounting involves the application of accrual accounting. Consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars. The condensed financial statements include all adjustments that, in the opinion of management, are necessary in order not to make the financial statements misleading. Certain information and footnote disclosure normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. The results of operations for the periods ended March 31, 2017 are not necessarily indicative of the operating results for the full year. | Basis of Presentation The consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”). This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary, American BriVision Corporation ("BriVision"). All intercompany transactions, balances and any unrealized profit and losses have been eliminated on consolidation. | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. |
Reclassifications | Reclassifications We have reclassified certain prior period amounts within our consolidated financial statements and accompanying notes to conform to our current period presentation. These reclassifications did not affect total revenue, operating income, operating cash flows or net loss. | |
Forward Stock split | Forward Stock split On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3.141 and increase the number of our authorized shares of common stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. The majority of the shareholders of the Company approved the amendment to Articles of Incorporation. | Forward Stock split On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3.141 and increase the number of our authorized shares of common stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. The majority of the shareholders of the Company approved the amendment to Articles of Incorporation. |
Fair Value Measurements | Fair Value Measurements The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) 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, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of March 31, 2017. | Fair Value Measurements The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) 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, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. - Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of September 30, 2016. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of March 31, 2017, the Company’s cash and cash equivalents amounted $106,410. As of September 30, 2016, the Company’s cash and cash equivalents amounted $173,537. All of the Company’s cash deposits are held in a financial institution located in where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. | Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of September 30, 2016, the Company’s cash and cash equivalents amounted $173,537. As of September 30, 2015, the Company’s cash and cash equivalents amounted $994,830. All of the Company’s cash deposits are held in a financial institution located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. |
Research and Development Expenses | Research and Development Expenses The Company accounts for the cost of using licensing rights in research and development cost according to ASC Topic 730-10-25-1. This guidance provides that absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses when incurred. | |
Stock-based Compensation | Stock-based Compensation The Company measures expense associated with all employee share-based compensation awards using a fair value method and recognizes such expense in the consolidated financial statements on a straight-line basis over the requisite service period in accordance with ASC Topic 718 “Compensation-Stock Compensation” The Company accounted for stock-based compensation to non-employees in accordance with ASC Topic 505-50 ”Equity-Based Payments to Non-Employees" which requires that the cost of services received from non-employees is measured at fair value at the earlier of the performance commitment date or the date service is completed and recognized over the period the service is provided. Stock-based compensation expenses were recorded in general and administrative expenses and research and development expenses. | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain. 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 evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred during the period from July 21, 2015 (inception) to March 31, 2017. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. As of March 31, 2017 and March 31, 2016, the Company’s income tax expense amounted $830 and $0, respectively. | Income Taxes The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain. 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 evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred during the period from July 21, 2015 (inception) to September 30, 2016. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. As of September 30, 2016 and September 30, 2015, the Company’s income tax expense amounted $836 and $0, respectively. |
Earnings Per Share of Common Stock | Earnings Per Share of Common Stock The Company reports earnings (loss) per share in accordance with ASC Topic 260-10 "Earnings per Share." Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. | |
Commitments and Contingencies | Commitments and Contingencies The Company has adopted ASC Topic 450 “Contingencies” subtopic 20, in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available before financial statements are issued or are available to be issued indicates that it is probable that an assets had been impaired or a liability had been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue Recognition: Revenue from Contracts with Customers: Topic Disclosure of Going Concern Uncertainties: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Leases Stock-based Compensation Financial Instruments - Credit Losses: Statement of Cash Flows: In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash”(“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 will become effective for us beginning April 1, 2018, or fiscal 2019. ASU 2016-18 is required to be applied retrospectively. Upon the adoption, amounts described as restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows. Business Combination From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's financial statements upon adoption. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements | Recent Accounting Pronouncements From time to time, new accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. The recent accounting standards are not expected to have a material impact on the consolidated financial statements upon adoption. |
Related Parties Balances and 20
Related Parties Balances and Transactions (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Related Parties Balances and Transactions [Abstract] | |
Schedule of amount due to related party | March 31, September 30, BioLite, Inc Balance beginning of the period / year $ 6,500,000 $ - Research and development incurred for the period / year - 10,000,000 Repayment by cash and share (6,500,000 ) (3,500,000 ) Balance as at the ended of the period / year $ - $ 6,500,000 |
Schedule of related party transactions | March 31, September 30, BioFirst Corporation $ 950,000 $ - Total $ 950,000 $ - |
Accrued Expenses and Other Pa21
Accrued Expenses and Other Payables (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Accrued Expenses and Other Payables [Abstract] | |
Schedule of accrued expenses and other payables | March 31, September 30, Accruals for consulting fee $ 7,000 $ 23,100 Accruals for audit fee 34,000 15,000 Accruals for interest expense 9,500 - Accruals for rental expense 28,660 - Total accrued expenses and other payables $ 79,160 $ 38,100 |
Corrections to Previously Iss22
Corrections to Previously Issued Consolidated Financial Statements (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Corrections to Previously Issued Consolidated Financial Statements [Abstract] | ||
Schedule of corrections and consolidated financial statements | As of and for the Period Ended Previously Adjustments Restated Consolidated Statements of Balance Sheets Due to related party - 10,000,000 10,000,000 Accumulated deficit (425,749 ) (10,000,000 ) (10,425,749 ) Consolidated Statements of Operations and Comprehensive Loss For the three months ended March 31, 2016 Research and development expenses - 6,500,000 6,500,000 Net Loss (108,712 ) (6,500,000 ) (6,608,712 ) Basic and diluted loss per share (0.00 ) (0.03 ) (0.03 ) For the six months ended March 31, 2016 Research and development expenses - 10,000,000 10,000,000 Net Loss (110,147 ) (10,000,000 ) (10,110,147 ) Basic and diluted loss per share (0.00 ) (0.05 ) (0.05 ) | |
Schedule of adjustments on previously reported consolidated financial statements | Previously Reported on Form 10K Adjustments No.1 Adjustments No.2 Restated Consolidated Balance Sheet As of September 30, 2016 Due to related party - 6,500,000 - 6,500,000 Total Liabilities 56,470 6,500,000 - 6,556,470 Additional paid-in capital 4,733,401 - 60 4,733,461 Accumulated deficit (4,823,401 ) (6,500,000 ) - (11,323,401 ) Total equity (deficit) 120,882 (6,500,000 ) - (6,379,118 ) Consolidated Statements of Operations and Comprehensive Loss For the year ended September 30, 2016 Selling, general and administrative expenses 4,497,263 (3,500,060 ) 60 997,263 Research and development expenses - 10,000,000 - 10,000,000 Net loss from operations (4,497,295 ) (6,499,940 ) (60 ) (10,997,295 ) Loss from continuing operations before income taxes (4,506,963 ) (6,499,940 ) (60 ) (11,006,963 ) Net Loss (4,507,799 ) (6,499,940 ) (60 ) (11,007,799 ) Basic and diluted loss per share (0.00 ) (0.06 ) (0.00 ) (0.06 ) Consolidated Statements of Cash Flow For the year ended September 30, 2016 Net loss from continuing operations (4,507,799 ) (6,499,940 ) (60 ) (11,007,799 ) Issuance of common stock for compensation 1,295,324 (60 ) 60 1,295,324 (Decrease) increase in due to related party (22,517 ) 6,500,000 6,477,483 Consolidated Statements of Cash Flow For the year ended September 30, 2015 Net cash used in operating activities (517) - (198 ) (7 ) | Previously Adjustments No.1 Adjustments No.2 Restated Consolidated Balance Sheet As of September 30, 2016 Due to related party - 6,500,000 - 6,500,000 Total Liabilities 56,470 6,500,000 - 6,556,470 Additional paid-in capital 4,733,401 - 60 4,733,461 Accumulated deficit (4,823,401 ) (6,500,000 ) - (11,323,401 ) Total equity (deficit) 120,882 (6,500,000 ) - (6,379,118 ) Consolidated Statements of Operations and Comprehensive Loss For the year ended September 30, 2016 Selling, general and administrative expenses 4,497,263 (3,500,060 ) 60 997,263 Research and development expenses - 10,000,000 - 10,000,000 Net loss from operations (4,497,295 ) (6,499,940 ) (60 ) (10,997,295 ) Loss from continuing operations before income taxes (4,506,963 ) (6,499,940 ) (60 ) (11,006,963 ) Net Loss (4,507,799 ) (6,499,940 ) (60 ) (11,007,799 ) Basic and diluted loss per share (0.00 ) (0.06 ) (0.00 ) (0.06 ) Consolidated Statements of Cash Flow For the year ended September 30, 2016 Net loss from continuing operations (4,507,799 ) (6,499,940 ) (60 ) (11,007,799 ) Issuance of common stock for compensation 1,295,324 (60 ) 60 1,295,324 (Decrease) increase in due to related party (22,517 ) 6,500,000 6,477,483 Consolidated Statements of Cash Flow For the year ended September 30, 2015 Net cash used in operating activities (517 ) - (198 ) (715 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Schedule of earnings per share | For the Three Months Ended March 31, For the Three Months Ended For the Six Months Ended March 31, For the Six Months Ended March 31, 2017 2016 2017 2016 Numerator: Net loss $ (256,671 ) $ (6,608,712 ) $ (397,008 ) $ (10,110,147 ) Denominator: Weighted-average shares outstanding: Weighted-average shares outstanding – Basic & Diluted 212,056,647 208,758,821 211,432,361 207,230,133 Earnings per share -Basic & Diluted (0.00 ) (0.03 ) (0.00 ) (0.05 ) | For the Year For the Numerator: Net loss $ (11,007,799 ) (315,602 ) Denominator: Weighted-average shares outstanding: Weighted-average shares outstanding - Basic 193,981,153 160,823,831 Stock options - - Weighted-average shares outstanding - Diluted 193,981,153 160,823,831 Earnings per share -Basic (0.06 ) 0.00 -Diluted (0.06 ) 0.00 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | ||
Schedule of future minimum lease payments | Year ending September 30, 2017 19,750 Total $ 19,750 | Remaining 2016 $ 5,948 Year ending September 30, 2017 23,793 Year ending September 30, 2018 17,845 Total $ 47,586 |
Organization and Description 25
Organization and Description of Business (Details) | Feb. 08, 2016shares |
Euro-Asia [Member] | |
Organization and Description of Business (Textual) | |
Issued common stock, shares | 51,945,225 |
American BriVision (Holding) Corporation [Member] | |
Organization and Description of Business (Textual) | |
Percentage of common shares issued and outstanding | 79.70% |
Share Exchange Agreement [Member] | |
Organization and Description of Business (Textual) | |
Common stock issued post-stock split | 164,387,376 |
Common stock issued pre-stock split | 52,336,000 |
Share Exchange Agreement 1 [Member] | |
Organization and Description of Business (Textual) | |
Common stock issued post-stock split | 166,273,921 |
Common stock issued pre-stock split | 52,936,583 |
Share Exchange Agreement 2 [Member] | |
Organization and Description of Business (Textual) | |
Common stock issued post-stock split | 163,159,952 |
Common stock issued pre-stock split | 51,945,225 |
Percentage of common shares issued and outstanding | 79.70% |
Percentage of issued share capital | 100.00% |
Issued common stock, shares | 52,336,000 |
Acquisition stock, shares | 52,936,583 |
Share Exchange Agreement 3 [Member] | |
Organization and Description of Business (Textual) | |
Common stock issued post-stock split | 166,273,921 |
Common stock issued pre-stock split | 52,936,583 |
Common stock converted to exchange ratio | 0.2536 |
Share Exchange Agreement 4 [Member] | |
Organization and Description of Business (Textual) | |
Common stock issued post-stock split | 205,519,223 |
Common stock issued pre-stock split | 65,431,144 |
Percentage of common shares issued and outstanding | 79.70% |
Corrections to Previously Iss26
Corrections to Previously Issued Consolidated Financial Statements (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | Jul. 21, 2015 | |
Consolidated Balance Sheet | |||||||
Due to related party | $ 22,517 | $ 950,000 | $ 950,000 | $ 6,500,000 | |||
Total Liabilities | 369,103 | 1,029,160 | 1,029,160 | 6,556,470 | |||
Additional paid-in capital | 1,132,685 | 10,583,912 | 10,583,912 | 4,733,461 | |||
Accumulated deficit | (315,602) | (11,720,409) | (11,720,409) | (11,323,401) | |||
Total equity (deficit) | 633,357 | (922,750) | (922,750) | (6,379,118) | $ 897,001 | ||
Consolidated Statements of Operations and Comprehensive Loss | |||||||
Selling, general and administrative expenses | 315,602 | 208,315 | $ 108,732 | 393,503 | $ 110,359 | 997,263 | |
Research and development expenses | 25,150 | 6,500,000 | 50,348 | 10,000,000 | 10,000,000 | ||
Net loss from operations | (315,602) | (236,841) | (6,608,764) | (377,227) | (10,110,391) | (10,997,295) | |
Loss from continuing operations before income taxes | (315,602) | (255,841) | (6,608,712) | (396,178) | (10,110,147) | (11,006,963) | |
Net Loss | $ (315,602) | $ (256,671) | $ (6,608,712) | $ (397,008) | $ (10,110,147) | $ (11,007,799) | |
Basic and diluted loss per share | $ 0 | $ 0 | $ (0.03) | $ 0 | $ (0.05) | $ (0.06) | |
Consolidated Statements of Cash Flow | |||||||
Net loss from continuing operations | $ (315,602) | $ (256,671) | $ (6,608,712) | $ (397,008) | $ (10,110,147) | $ (11,007,799) | |
Issuance of common stock for compensation and recapitalization | 1,295,324 | ||||||
(Decrease) increase in due to related party | 22,517 | (650,000) | 9,977,483 | 6,477,483 | |||
Net cash used in operating activities | (715) | $ (1,017,127) | (428,849) | (3,474,707) | |||
Previously Reported on Form 10K [Member] | |||||||
Consolidated Balance Sheet | |||||||
Due to related party | |||||||
Total Liabilities | 56,470 | ||||||
Additional paid-in capital | 4,733,401 | ||||||
Accumulated deficit | (425,749) | (425,749) | (4,823,401) | ||||
Total equity (deficit) | 120,882 | ||||||
Consolidated Statements of Operations and Comprehensive Loss | |||||||
Selling, general and administrative expenses | 4,497,263 | ||||||
Research and development expenses | |||||||
Net loss from operations | (4,497,295) | ||||||
Loss from continuing operations before income taxes | (4,506,963) | ||||||
Net Loss | $ (108,712) | $ (110,147) | $ (4,507,799) | ||||
Basic and diluted loss per share | $ 0 | $ 0 | $ 0 | ||||
Consolidated Statements of Cash Flow | |||||||
Net loss from continuing operations | $ (108,712) | $ (110,147) | $ (4,507,799) | ||||
Issuance of common stock for compensation and recapitalization | 1,295,324 | ||||||
(Decrease) increase in due to related party | (22,517) | ||||||
Net cash used in operating activities | (517) | ||||||
Restated [Member] | |||||||
Consolidated Balance Sheet | |||||||
Due to related party | 10,000,000 | 10,000,000 | 6,500,000 | ||||
Total Liabilities | 6,556,470 | ||||||
Additional paid-in capital | 4,733,461 | ||||||
Accumulated deficit | (10,425,749) | (10,425,749) | (11,323,401) | ||||
Total equity (deficit) | (6,379,118) | ||||||
Consolidated Statements of Operations and Comprehensive Loss | |||||||
Selling, general and administrative expenses | 997,263 | ||||||
Research and development expenses | 6,500,000 | 10,000,000 | 10,000,000 | ||||
Net loss from operations | (10,997,295) | ||||||
Loss from continuing operations before income taxes | (11,006,963) | ||||||
Net Loss | $ (6,608,712) | $ (10,110,147) | $ (11,007,799) | ||||
Basic and diluted loss per share | $ (0.03) | $ (0.05) | $ (0.06) | ||||
Consolidated Statements of Cash Flow | |||||||
Net loss from continuing operations | $ (6,608,712) | $ (10,110,147) | $ (11,007,799) | ||||
Issuance of common stock for compensation and recapitalization | 1,295,324 | ||||||
(Decrease) increase in due to related party | 6,477,483 | ||||||
Net cash used in operating activities | (715) | ||||||
Adjustments No.1 [Member] | |||||||
Consolidated Balance Sheet | |||||||
Due to related party | 6,500,000 | ||||||
Total Liabilities | 6,500,000 | ||||||
Additional paid-in capital | |||||||
Accumulated deficit | (6,500,000) | ||||||
Total equity (deficit) | (6,500,000) | ||||||
Consolidated Statements of Operations and Comprehensive Loss | |||||||
Selling, general and administrative expenses | (3,500,060) | ||||||
Research and development expenses | 10,000,000 | ||||||
Net loss from operations | (6,499,940) | ||||||
Loss from continuing operations before income taxes | (6,499,940) | ||||||
Net Loss | $ (6,499,940) | ||||||
Basic and diluted loss per share | $ (0.06) | ||||||
Consolidated Statements of Cash Flow | |||||||
Net loss from continuing operations | $ (6,499,940) | ||||||
Issuance of common stock for compensation and recapitalization | (60) | ||||||
(Decrease) increase in due to related party | 6,500,000 | ||||||
Net cash used in operating activities | |||||||
Adjustments No.2 [Member] | |||||||
Consolidated Balance Sheet | |||||||
Due to related party | |||||||
Total Liabilities | |||||||
Additional paid-in capital | 60 | ||||||
Accumulated deficit | |||||||
Total equity (deficit) | |||||||
Consolidated Statements of Operations and Comprehensive Loss | |||||||
Selling, general and administrative expenses | 60 | ||||||
Research and development expenses | |||||||
Net loss from operations | (60) | ||||||
Loss from continuing operations before income taxes | (60) | ||||||
Net Loss | $ (60) | ||||||
Basic and diluted loss per share | $ 0 | ||||||
Consolidated Statements of Cash Flow | |||||||
Net loss from continuing operations | $ (60) | ||||||
Issuance of common stock for compensation and recapitalization | 60 | ||||||
(Decrease) increase in due to related party | |||||||
Net cash used in operating activities | $ (198) |
Corrections to Previously Iss27
Corrections to Previously Issued Consolidated Financial Statements (Details 1) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Consolidated Statements of Balance Sheets | ||||||
Due to related party | $ 22,517 | $ 950,000 | $ 950,000 | $ 6,500,000 | ||
Accumulated deficit | (315,602) | (11,720,409) | (11,720,409) | (11,323,401) | ||
Consolidated Statements of Operations and Comprehensive Loss | ||||||
Research and development expenses | 25,150 | $ 6,500,000 | 50,348 | $ 10,000,000 | 10,000,000 | |
Net Loss | $ (315,602) | $ (256,671) | $ (6,608,712) | $ (397,008) | $ (10,110,147) | $ (11,007,799) |
Basic and diluted loss per share | $ 0 | $ 0 | $ (0.03) | $ 0 | $ (0.05) | $ (0.06) |
Previously Reported [Member] | ||||||
Consolidated Statements of Balance Sheets | ||||||
Due to related party | ||||||
Accumulated deficit | (425,749) | (425,749) | (4,823,401) | |||
Consolidated Statements of Operations and Comprehensive Loss | ||||||
Research and development expenses | ||||||
Net Loss | $ (108,712) | $ (110,147) | $ (4,507,799) | |||
Basic and diluted loss per share | $ 0 | $ 0 | $ 0 | |||
Adjustments [Member] | ||||||
Consolidated Statements of Balance Sheets | ||||||
Due to related party | $ 10,000,000 | $ 10,000,000 | ||||
Accumulated deficit | (10,000,000) | (10,000,000) | ||||
Consolidated Statements of Operations and Comprehensive Loss | ||||||
Research and development expenses | 6,500,000 | 10,000,000 | ||||
Net Loss | $ (6,500,000) | $ (10,000,000) | ||||
Basic and diluted loss per share | $ (0.03) | $ (0.05) | ||||
Restated [Member] | ||||||
Consolidated Statements of Balance Sheets | ||||||
Due to related party | $ 10,000,000 | $ 10,000,000 | $ 6,500,000 | |||
Accumulated deficit | (10,425,749) | (10,425,749) | (11,323,401) | |||
Consolidated Statements of Operations and Comprehensive Loss | ||||||
Research and development expenses | 6,500,000 | 10,000,000 | 10,000,000 | |||
Net Loss | $ (6,608,712) | $ (10,110,147) | $ (11,007,799) | |||
Basic and diluted loss per share | $ (0.03) | $ (0.05) | $ (0.06) |
Corrections to Previously Iss28
Corrections to Previously Issued Consolidated Financial Statements (Details Textual) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | Jul. 21, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Due to related party | $ 22,517 | $ 950,000 | $ 950,000 | $ 6,500,000 | |||
Total liabilities | 369,103 | 1,029,160 | 1,029,160 | 6,556,470 | |||
Total liabilities increased | 6,500,000 | ||||||
Additional paid in capital | 1,132,685 | 10,583,912 | 10,583,912 | 4,733,461 | |||
Additional paid in capital increased | 60 | ||||||
Accumulated deficit | (315,602) | (11,720,409) | (11,720,409) | (11,323,401) | |||
Accumulated deficit increased | 6,500,000 | ||||||
Total equity (deficit) | 633,357 | (922,750) | (922,750) | (6,379,118) | $ 897,001 | ||
Total equity (deficit) decreased | 6,500,000 | ||||||
Selling, general and administrative expenses | 315,602 | 208,315 | $ 108,732 | 393,503 | $ 110,359 | 997,263 | |
Selling, general and administrative expenses decreased | 3,500,000 | ||||||
Research and development expenses | 25,150 | 6,500,000 | 50,348 | 10,000,000 | 10,000,000 | ||
Research and development expenses increased | 10,000,000 | ||||||
Net loss from operations | (315,602) | (236,841) | (6,608,764) | (377,227) | (10,110,391) | (10,997,295) | |
Loss from continuing operations before taxes | (315,602) | (255,841) | (6,608,712) | (396,178) | (10,110,147) | (11,006,963) | |
Loss from continuing operations before taxes increased | 6,500,000 | ||||||
Net loss increased | $ (315,602) | $ (256,671) | $ (6,608,712) | $ (397,008) | $ (10,110,147) | $ (11,007,799) | |
Basic and diluted loss per share | $ 0 | $ 0 | $ (0.03) | $ 0 | $ (0.05) | $ (0.06) | |
Basic and diluted loss per share increased | $ 0.06 | ||||||
Net Income (Loss) Attributable to Parent | $ (315,602) | $ (256,671) | $ (6,608,712) | $ (397,008) | $ (10,110,147) | $ (11,007,799) | |
Net loss from continuing operations increased | 6,500,000 | ||||||
Issuance of common stock for compensation and recapitalization | 1,295,324 | ||||||
(Decrease) increase in due to related party | 22,517 | (650,000) | 9,977,483 | 6,477,483 | |||
(Decrease) increase in due to related party increased | 6,500,000 | ||||||
Net cash used in operating activities | (715) | $ (1,017,127) | $ (428,849) | (3,474,707) | |||
Net cash used in operating activities increased | 198 | ||||||
Minimum [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Due to related party | 0 | ||||||
Total liabilities | 56,470 | ||||||
Additional paid in capital | 4,733,401 | ||||||
Accumulated deficit | (4,823,401) | ||||||
Total equity (deficit) | 120,882 | ||||||
Selling, general and administrative expenses | 4,497,263 | ||||||
Research and development expenses | 0 | ||||||
Net loss from operations | (4,497,295) | ||||||
Loss from continuing operations before taxes | (4,506,963) | ||||||
Net loss increased | $ (4,507,799) | ||||||
Basic and diluted loss per share | $ 0 | ||||||
Net Income (Loss) Attributable to Parent | $ (4,507,799) | ||||||
(Decrease) increase in due to related party | (22,517) | ||||||
Net cash used in operating activities | (517) | ||||||
Maximum [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Due to related party | 6,500,000 | ||||||
Total liabilities | 6,556,470 | ||||||
Additional paid in capital | 4,733,461 | ||||||
Accumulated deficit | (11,323,401) | ||||||
Total equity (deficit) | (6,379,118) | ||||||
Selling, general and administrative expenses | 997,263 | ||||||
Research and development expenses | 10,000,000 | ||||||
Net loss from operations | (10,997,295) | ||||||
Loss from continuing operations before taxes | (11,006,963) | ||||||
Net loss increased | $ (11,007,799) | ||||||
Basic and diluted loss per share | $ (0.06) | ||||||
Net Income (Loss) Attributable to Parent | $ (11,007,799) | ||||||
(Decrease) increase in due to related party | 6,477,483 | ||||||
Net cash used in operating activities | $ (715) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 21, 2016 | Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | Jul. 21, 2015 |
Summary of Significant Accounting Policies (Textual) | ||||||||
Description of forward split | 1 to 3:141 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, authorized | 360,000,000 | 360,000,000 | 360,000,000 | 360,000,000 | 360,000,000 | |||
Cash and cash equivalents amounted | $ 994,830 | $ 106,410 | $ 872,639 | $ 106,410 | $ 872,639 | $ 173,537 | ||
Income tax expense | $ 830 | $ 830 | $ 836 |
Going Concern (Details)
Going Concern (Details) - USD ($) | May 06, 2016 | Feb. 28, 2017 | Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 |
Going Concern (Textual) | ||||||||
Accumulated deficit | $ (315,602) | $ (11,720,409) | $ (11,720,409) | $ (11,323,401) | ||||
Net loss for the period | (315,602) | (256,671) | $ (6,608,712) | (397,008) | $ (10,110,147) | (11,007,799) | ||
Negative cash flow | 994,830 | (67,127) | (122,191) | (821,293) | ||||
Common stock newly issued, value | $ 5,850,000 | $ 51,958 | $ 3,250,000 | |||||
Issuance of common shares, shares | 2,925,000 | |||||||
Agreed to pay amount to BioLite | $ 650,000 | |||||||
Newly issued shares of common stock price per share | $ 2 | |||||||
Collaborative Arrangement [Member] | ||||||||
Going Concern (Textual) | ||||||||
Milestone payments to BioLite in cash | $ 2,600,000 | |||||||
Common stock newly issued, value | $ 900,000 | |||||||
Issuance of common shares, shares | 562,500 | |||||||
Share price | $ 1.60 | |||||||
Licensing rights | $ 10,000,000 | |||||||
Percentage of payments under collaborative agreement | 3.50% | |||||||
Collaborative Arrangement One [Member] | ||||||||
Going Concern (Textual) | ||||||||
Common stock newly issued, value | $ 5,850,000 | |||||||
Issuance of common shares, shares | 2,925,000 | |||||||
Share price | $ 2 | |||||||
Percentage of payments under collaborative agreement | 6.50% | |||||||
Accounts payable | $ 6,500,000 | $ 6,500,000 | $ 6,500,000 | $ 6,500,000 |
Collaborative Agreement (Detail
Collaborative Agreement (Details) - USD ($) | May 06, 2016 | Feb. 28, 2017 | Sep. 30, 2015 | Mar. 31, 2017 | Sep. 30, 2016 | Aug. 26, 2016 | Mar. 31, 2016 | Dec. 29, 2015 |
Collaborative Agreement (Textual) | ||||||||
Amount received from BioFirst Corporation | $ 22,517 | $ 950,000 | $ 6,500,000 | |||||
Common stock newly issued, value | $ 5,850,000 | $ 51,958 | $ 3,250,000 | |||||
Common stock newly issued, shares | 2,925,000 | |||||||
Newly issued shares of common stock price per share | $ 2 | |||||||
Agreed to pay amount to BioLite | $ 650,000 | |||||||
Collaborative Agreement [Member] | ||||||||
Collaborative Agreement (Textual) | ||||||||
Description of payment settlement schedule | ● upfront payment shall upon the signing of this Collaborative Agreement: 3.5% of total payment. After receiving upfront payment from BriVision, BioLite has to deliver all data to BriVision in one week. upon the first IND submission, BriVision shall pay, but no later than December 15, 2016: 6.5% of total payment. After receiving second payment from BriVision, BioLite has to deliver IND package to BriVision in one week. ● at the completion of first phase II clinical trial, BriVision shall pay, but no later than September 15, 2017: 15% of total payment. After receiving third payment from BriVision, BioLite has to deliver phase II clinical study report to BriVision in three months. ● upon the phase III IND submission, BriVision shall pay, but no later than December 15, 2018: 20% of total payment. After receiving forth payment from BriVision, BioLite has to deliver IND package to BriVision in one week. ● at the completion of phase III, BriVision shall pay, but no later than September 15, 2019:25% of total payment. After receiving fifth payment from BriVision, BioLite has to deliver phase III clinical study report to BriVision in three months. ● upon the NDA submission, BriVision shall pay, but no later than December 15, 2020, BriVision shall pay: 30% of total payment. After receiving sixth payment from BriVision, BioLite has to deliver NDA package to BriVision in one week. | |||||||
Amount received from BioFirst Corporation | $ 100,000,000 | $ 100,000,000 | ||||||
Upfront payments | $ 3,500,000 | |||||||
Percentage of payments under collaborative agreement | 3.50% | |||||||
Milestone payments to BioLite in cash | $ 2,600,000 | |||||||
Common stock newly issued, value | $ 900,000 | |||||||
Common stock newly issued, shares | 562,500 | |||||||
Share price | $ 1.60 | |||||||
Licensing rights | $ 10,000,000 | |||||||
Collaborative Arrangement One [Member] | ||||||||
Collaborative Agreement (Textual) | ||||||||
Percentage of payments under collaborative agreement | 6.50% | |||||||
Common stock newly issued, value | $ 5,850,000 | |||||||
Common stock newly issued, shares | 2,925,000 | |||||||
Share price | $ 2 | |||||||
Accounts payable | $ 6,500,000 | $ 6,500,000 |
Related Parties Balances and 32
Related Parties Balances and Transactions (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Related Party Transaction [Line Items] | ||||||
Balance beginning of the period / year | $ 6,500,000 | $ 22,517 | $ 22,517 | |||
Research and development incurred for the period / year | $ 25,150 | $ 6,500,000 | 50,348 | 10,000,000 | 10,000,000 | |
Balance as at the ended of the period / year | 22,517 | 950,000 | 950,000 | 6,500,000 | ||
BioLite, Inc, [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Balance beginning of the period / year | 6,500,000 | |||||
Research and development incurred for the period / year | 10,000,000 | |||||
Repayment by cash and share | (6,500,000) | (3,500,000) | ||||
Balance as at the ended of the period / year | $ 6,500,000 |
Related Parties Balances and 33
Related Parties Balances and Transactions (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Related Party Transaction [Line Items] | |||
Unsecured borrowings from related parties | $ 950,000 | ||
Biofirst Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Unsecured borrowings from related parties | $ 950,000 |
Related Parties Balances and 34
Related Parties Balances and Transactions (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 26, 2017 | Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Related Parties Balances and Transactions (Textual) | |||||||
Amount received from BioFirst Corporation | $ 22,517 | $ 950,000 | $ 950,000 | $ 6,500,000 | |||
Due to shareholder, YuanGene Corporation | 46,586 | 0 | |||||
Interest expense | 19,000 | 19,000 | 10,170 | ||||
Accrued interest | 9,500 | 0 | |||||
Biofirst Corporation [Member] | |||||||
Related Parties Balances and Transactions (Textual) | |||||||
Amount received from BioFirst Corporation | $ 950,000 | $ 950,000 | |||||
Biofirst Corporation [Member] | Loan Agreement [Member] | |||||||
Related Parties Balances and Transactions (Textual) | |||||||
Amount received from BioFirst Corporation | $ 950,000 | ||||||
Loan bears interest terms | Loan bears interest at 1% per month (or equivalent to 12% per annum) and the Company is required to remit the interest payment monthly to the lender. | ||||||
Loan maturity date | Feb. 1, 2018 |
Accrued Expenses and Other Pa35
Accrued Expenses and Other Payables (Details) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Accrued Expenses and Other Payables [Abstract] | |||
Accruals for consulting fee | $ 7,000 | $ 23,100 | |
Accruals for audit fee | 34,000 | 15,000 | |
Accruals for interest expense | 9,500 | ||
Accruals for rental expense | 28,660 | ||
Total accrued expenses and other payables | $ 79,160 | $ 38,100 |
Accounts Payable (Details)
Accounts Payable (Details) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Accounts Payable (Textual) | |||
Accounts payable to LiteArt, Inc. | $ 18,370 |
Equity (Details)
Equity (Details) - USD ($) | Oct. 03, 2016 | May 06, 2016 | Mar. 21, 2016 | Feb. 08, 2016 | Feb. 28, 2017 | Aug. 26, 2016 | Feb. 17, 2016 | Sep. 30, 2015 | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 29, 2015 | Oct. 30, 2015 |
Equity (Textual) | |||||||||||||
Common stock, authorized | 360,000,000 | 360,000,000 | 360,000,000 | 360,000,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Description of forward split | 1 to 3:141 | ||||||||||||
Subscription receivable | $ 350,000 | $ 350,000 | |||||||||||
Issuance of common shares | $ 5,850,000 | 51,958 | 3,250,000 | ||||||||||
Issuance of common shares, shares | 2,925,000 | ||||||||||||
Purchase price per share | $ 2 | ||||||||||||
Payment of American BriVision | $ 22,517 | $ 950,000 | $ 6,500,000 | ||||||||||
Consulting agreement, description | The Company entered into a Consulting Agreement with Kazunori Kameyama ("Kameyama") for the provision of services related to the clinical trials and other administrative work, public relation work, capital raising, trip coordination, In consideration for providing such services, the Company agreed to indemnify the consultant in an amount of $150 per hour in cash up to $3,000 per month, and issue to Kameyama the Company's common stock at $1.00 per share for any amount exceeding $3,000. The Company's stocks will be calculated and issued in December every year. The contract will be terminated on September 30, 2017. For the six months ended on March 31, 2017, the Company recognized (as appropriate relative to the periods and manner that the Company would recognize cash payments under the same arrangement) the cost of the appropriate number of the 1,688 shares at the current fair value as of December 31, 2016 and March 31, 2017. The stock-based compensation related to this consulting agreement was $3,376 for the six months ended on March 31, 2017. | ||||||||||||
2016 Plan [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Common stock issued pre-stock split | 50,000 | ||||||||||||
Common stock issued post-stock split | 157,050 | ||||||||||||
Biolite Inc [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||
Issuance of common shares | $ 1,468,750 | ||||||||||||
Purchase price per share | $ 1.60 | ||||||||||||
Net proceeds from offering | $ 2,350,000 | ||||||||||||
Share Exchange Agreement [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Common stock issued pre-stock split | 52,336,000 | ||||||||||||
Common stock issued post-stock split | 164,387,376 | ||||||||||||
Share Exchange Agreement 1 [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Common stock issued pre-stock split | 52,936,583 | ||||||||||||
Common stock issued post-stock split | 166,273,921 | ||||||||||||
Share Exchange Agreement 2 [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Common stock issued pre-stock split | 51,945,225 | ||||||||||||
Common stock issued post-stock split | 163,159,952 | ||||||||||||
Percentage of common shares issued and outstanding | 79.70% | ||||||||||||
Percentage of issued share capital | 100.00% | ||||||||||||
Share Exchange Agreement 3 [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Common stock issued pre-stock split | 52,936,583 | ||||||||||||
Common stock issued post-stock split | 166,273,921 | ||||||||||||
Exchange ratio | 0.2536-for-1 | ||||||||||||
Share Exchange Agreement 4 [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Common stock issued pre-stock split | 65,431,144 | ||||||||||||
Common stock issued post-stock split | 205,519,223 | ||||||||||||
Percentage of common shares issued and outstanding | 79.70% | ||||||||||||
Collaborative Arrangement [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Issuance of common shares | $ 900,000 | ||||||||||||
Issuance of common shares, shares | 562,500 | ||||||||||||
Share price | $ 1.60 | ||||||||||||
Payment of American BriVision | $ 100,000,000 | $ 100,000,000 | |||||||||||
Percentage of payments under collaborative agreement | 3.50% | ||||||||||||
Collaborative Arrangement One [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Issuance of common shares | $ 5,850,000 | ||||||||||||
Issuance of common shares, shares | 2,925,000 | ||||||||||||
Share price | $ 2 | ||||||||||||
Total payment upon first IND submission | $ 6,500,000 | $ 6,500,000 | |||||||||||
Percentage of payments under collaborative agreement | 6.50% | ||||||||||||
Remitted amount | $ 650,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Numerator: | ||||||
Net loss | $ (315,602) | $ (256,671) | $ (6,608,712) | $ (397,008) | $ (10,110,147) | $ (11,007,799) |
Weighted-average shares outstanding: | ||||||
Weighted-average shares outstanding - Basic | 160,823,831 | 193,981,153 | ||||
Stock options | ||||||
Weighted-average shares outstanding - Diluted | 160,823,831 | 193,981,153 | ||||
Weighted-average shares outstanding - Basic & Diluted | 160,823,831 | 212,056,647 | 208,758,821 | 211,432,361 | 207,230,133 | 193,981,153 |
Earnings per share | ||||||
-Basic | $ 0 | $ (0.06) | ||||
-Diluted | $ 0 | $ 0 | $ (0.03) | $ 0 | $ (0.05) | $ (0.06) |
Commitments and Contingencies39
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 |
Operating Leases, Future Minimum Payments [Abstract] | ||
Remaining 2,016 | $ 5,948 | |
Year ending September 30, 2017 | $ 19,750 | 23,793 |
Year ending September 30, 2018 | 17,845 | |
Total | $ 19,750 | $ 47,586 |
Commitments and Contingencies40
Commitments and Contingencies (Details Textual) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Commitments and Contingencies (Textual) | ||||||
Rent expense | $ 14,330 | $ 10,870 | $ 28,660 | $ 10,870 | $ 29,129 |