Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2022 | Mar. 29, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | NEPTUNE WELLNESS SOLUTIONS INC. | |
Entity Central Index Key | 0001401395 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Small Business | true | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Title of 12(b) Security | Common shares, no par value | |
Trading Symbol | NEPT | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-33526 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 545 Promenade du Centropolis | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Laval | |
Entity Address, State or Province | QC | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | H7T 0A3 | |
City Area Code | 450 | |
Local Phone Number | 687-2262 | |
Entity Incorporation, State or Country Code | A8 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 11,996,340 |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,404,023 | $ 8,726,341 |
Short-term investment | 17,540 | 19,255 |
Trade and other receivables | 4,919,568 | 7,599,584 |
Prepaid expenses | 2,937,662 | 3,983,427 |
Inventories | 16,942,808 | 17,059,406 |
Total current assets | 28,221,601 | 37,388,013 |
Property, plant and equipment | 1,862,667 | 21,448,123 |
Operating lease right-of-use assets | 2,144,362 | 2,295,263 |
Intangible assets | 17,343,178 | 21,655,035 |
Goodwill | 14,396,380 | 22,168,288 |
Total assets | 63,968,188 | 104,954,722 |
Current liabilities: | ||
Trade and other payables | 21,984,254 | 22,700,849 |
Current portion of operating lease liabilities | 489,849 | 641,698 |
Deferred revenues | 285,004 | |
Provisions | 5,936,933 | 1,118,613 |
Liability related to warrants | 1,444,058 | 5,570,530 |
Total current liabilities | 29,855,094 | 30,316,694 |
Operating lease liabilities | 2,229,583 | 2,063,421 |
Loans and borrowings | 15,936,658 | 11,648,320 |
Other liability | 23,000 | 88,688 |
Total liabilities | 48,044,335 | 44,117,123 |
Shareholders' Equity: | ||
Share capital - without par value (11,778,392 shares issued and outstanding as of December 31, 2022;5,560,829 shares issued and outstanding as of March 31, 2022) | 321,791,727 | 317,051,125 |
Warrants | 6,117,600 | 6,079,890 |
Additional paid-in capital | 57,303,078 | 55,980,367 |
Accumulated other comprehensive loss | (14,539,294) | (7,814,163) |
Deficit | (357,075,395) | (323,181,697) |
Total equity attributable to equity holders of the Company | 13,597,716 | 48,115,522 |
Non-controlling interest | 2,326,137 | 12,722,077 |
Total shareholders' equity | 15,923,853 | 60,837,599 |
Commitments and contingencies | ||
Total liabilities and shareholders' equity | $ 63,968,188 | $ 104,954,722 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2022 | Mar. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Common shares par value | ||
Common shares issued | 11,778,392 | 5,560,829 |
Common shares outstanding | 11,778,392 | 5,560,829 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue from sales net of excise taxes of nil and $643,476 (2021 - $746,870 and $1,127,569) | $ 11,945,092 | $ 14,371,095 | $ 39,668,246 | $ 36,502,490 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember |
Royalty revenues | $ 263,816 | $ 276,670 | $ 766,736 | $ 701,330 |
Other revenues | 20,164 | 32,996 | 61,249 | |
Total revenues | 12,208,908 | 14,667,929 | 40,467,978 | 37,265,069 |
Cost of sales other than impairment loss on inventories, net of subsidies of nil and nil (2021 - ($3,952) and $927,753 ) | (10,328,349) | (13,026,604) | (37,293,901) | (36,109,528) |
Impairment gain (loss) on inventories | 12,765 | (3,079,997) | (2,996,333) | |
Total Cost of sales | $ (10,328,349) | $ (13,013,839) | $ (40,373,898) | $ (39,105,861) |
Cost, Product and Service [Extensible Enumeration] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember |
Gross profit (loss) | $ 1,880,559 | $ 1,654,090 | $ 94,080 | $ (1,840,792) |
Research and development expenses | (28,836) | (301,645) | (451,121) | (652,421) |
Selling, general and administrative expenses, net of subsidies of nil and nil (2021 - ($427)and $100,178 ) | (8,727,323) | (18,429,528) | (35,188,695) | (49,902,087) |
Impairment loss related to intangible assets | (2,593,529) | |||
Impairment loss related to property, plant and equipment | (2,404,459) | |||
Impairment loss on assets held for sale | (15,346,119) | |||
Impairment loss on right of use assets | (271,057) | (271,057) | ||
Impairment loss related to goodwill | (7,570,471) | |||
Net gain on sale of property, plant and equipment | 84,998 | 6,490 | 170,000 | 6,490 |
Loss from operating activities | (7,061,659) | (17,070,593) | (61,156,912) | (54,793,269) |
Finance income | 2,956 | 1,440 | 10,299 | |
Finance costs | (1,362,776) | (363,466) | (2,658,305) | (1,180,368) |
Loss on issuance of derivatives | (1,029,614) | (3,156,569) | ||
Foreign exchange gain (loss) | 524,571 | (601,347) | 6,545,401 | (386,865) |
Change in revaluation of marketable securities | (17,640) | (107,564) | ||
Gain on revaluation of derivatives | 8,367,871 | 1,245,134 | 16,083,681 | 8,706,973 |
Gain on settlement of liability | 66,169 | 66,169 | ||
Nonoperating income (expense) | 6,566,221 | 265,637 | 16,881,817 | 7,042,475 |
Loss before income taxes | (495,438) | (16,804,956) | (44,275,095) | (47,750,794) |
Income tax (recovery) expense | (2,013) | 50 | (14,543) | (11,894) |
Net loss | (497,451) | (16,804,906) | (44,289,638) | (47,762,688) |
Other comprehensive loss | ||||
Net change in unrealized foreign currency gains (losses) on translation of net investments in foreign operations (tax effect of nil for all periods) | (231,490) | 332,074 | (6,725,131) | (384,432) |
Total other comprehensive loss | (231,490) | 332,074 | (6,725,131) | (384,432) |
Total comprehensive loss | (728,941) | (16,472,832) | (51,014,769) | (48,147,120) |
Net income (loss) attributable to: | ||||
Equity holders of the Company | 1,288,110 | (15,009,015) | (33,893,698) | (43,029,506) |
Non-controlling interest | (1,785,561) | (1,795,891) | (10,395,940) | (4,733,182) |
Net loss | (497,451) | (16,804,906) | (44,289,638) | (47,762,688) |
Total comprehensive income (loss) attributable to: | ||||
Equity holders of the Company | 1,056,620 | (14,676,941) | (40,618,829) | (43,413,938) |
Non-controlling interest | (1,785,561) | (1,795,891) | (10,395,940) | (4,733,182) |
Total comprehensive loss | $ (728,941) | $ (16,472,832) | $ (51,014,769) | $ (48,147,120) |
Basic income (loss) per share attributable to: | ||||
Equity holders of the Company | $ 0.06 | $ (3.14) | $ (4.01) | $ (9.03) |
Common Shareholders of the Company | 0.06 | (3.14) | (4.01) | (9.03) |
Diluted income (loss) per share attributable to: | ||||
Equity holders of the Company | 0.06 | (3.14) | (4.01) | (9.03) |
Common Shareholders of the Company | $ 0.06 | $ (3.14) | $ (4.01) | $ (9.03) |
Basic weighted average number of common shares | 11,030,838 | 4,781,190 | 8,462,761 | 4,765,762 |
Diluted weighted average number of common shares | 11,094,967 | 4,781,190 | 8,462,761 | 4,765,762 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Excise taxes | $ 0 | $ 746,870 | $ 643,476 | $ 1,127,569 |
Subsidies deducted from cost of sales | 0 | 3,952 | 0 | 927,753 |
Subsidies deducted from selling, general and administrative expenses | $ 0 | $ (427) | $ 0 | $ 100,178 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Changes in Equity (Unaudited) - USD ($) | Total | Share Capital | Share Capital Direct Offering | Warrants | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Deficit | Equity Attributable to Equity Holders of the Company | Equity Attributable to Non-controlling Interest |
Beginning balance at Mar. 31, 2021 | $ 137,545,309 | $ 306,618,482 | $ 5,900,973 | $ 59,625,356 | $ (8,567,106) | $ (248,209,952) | $ 115,367,753 | $ 22,177,556 | |
Beginning balance, shares at Mar. 31, 2021 | 4,732,090 | ||||||||
Net loss for the period | (47,762,688) | (43,029,506) | (43,029,506) | (4,733,182) | |||||
Other comprehensive income (loss) for the period | (384,432) | (384,432) | (384,432) | ||||||
Total comprehensive loss | (48,147,120) | (384,432) | (43,029,506) | (43,413,938) | (4,733,182) | ||||
Contributions by and distribution to equity holders | |||||||||
Share-based payment | 6,251,713 | 6,251,713 | 6,251,713 | ||||||
Warrants in exchange of services rendered by non-employees | 178,917 | 178,917 | 178,917 | ||||||
RSUs released, net of withholding taxes | (978,699) | $ 6,639,592 | (7,618,291) | (978,699) | |||||
RSUs released, net of withholding taxes, shares | 51,095 | ||||||||
Total contributions by and distribution to equity holders | 5,451,931 | $ 6,639,592 | 178,917 | (1,366,578) | 5,451,931 | ||||
Total contributions by and distribution to equity holders, shares | 51,095 | ||||||||
Ending balance at Dec. 31, 2021 | 94,850,120 | $ 313,258,074 | 6,079,890 | 58,258,778 | (8,951,538) | (291,239,458) | 77,405,746 | 17,444,374 | |
Ending balance, shares at Dec. 31, 2021 | 4,783,185 | ||||||||
Beginning balance at Mar. 31, 2021 | 137,545,309 | $ 306,618,482 | 5,900,973 | 59,625,356 | (8,567,106) | (248,209,952) | 115,367,753 | 22,177,556 | |
Beginning balance, shares at Mar. 31, 2021 | 4,732,090 | ||||||||
Net loss for the period | (84,400,000) | ||||||||
Ending balance at Mar. 31, 2022 | 60,837,599 | $ 317,051,125 | 6,079,890 | 55,980,367 | (7,814,163) | (323,181,697) | 48,115,522 | 12,722,077 | |
Ending balance, shares at Mar. 31, 2022 | 5,560,829 | ||||||||
Beginning balance at Sep. 30, 2021 | 110,284,472 | $ 312,187,161 | 6,054,623 | 58,316,478 | (9,283,612) | (276,230,443) | 91,044,207 | 19,240,265 | |
Beginning balance, shares at Sep. 30, 2021 | 4,779,141 | ||||||||
Net loss for the period | (16,804,906) | (15,009,015) | (15,009,015) | (1,795,891) | |||||
Other comprehensive income (loss) for the period | 332,074 | 332,074 | 332,074 | ||||||
Total comprehensive loss | (16,472,832) | 332,074 | (15,009,015) | (14,676,941) | (1,795,891) | ||||
Contributions by and distribution to equity holders | |||||||||
Share-based payment | 1,013,795 | 1,013,795 | 1,013,795 | ||||||
Warrants in exchange of services rendered by non-employees | 25,267 | 25,267 | 25,267 | ||||||
RSUs released, net of withholding taxes | (582) | $ 1,070,913 | (1,071,495) | (582) | |||||
RSUs released, net of withholding taxes, shares | 4,044 | ||||||||
Total contributions by and distribution to equity holders | 1,038,480 | $ 1,070,913 | 25,267 | (57,700) | 1,038,480 | ||||
Total contributions by and distribution to equity holders, shares | 4,044 | ||||||||
Ending balance at Dec. 31, 2021 | 94,850,120 | $ 313,258,074 | 6,079,890 | 58,258,778 | (8,951,538) | (291,239,458) | 77,405,746 | 17,444,374 | |
Ending balance, shares at Dec. 31, 2021 | 4,783,185 | ||||||||
Beginning balance at Mar. 31, 2022 | 60,837,599 | $ 317,051,125 | 6,079,890 | 55,980,367 | (7,814,163) | (323,181,697) | 48,115,522 | 12,722,077 | |
Beginning balance, shares at Mar. 31, 2022 | 5,560,829 | ||||||||
Net loss for the period | (44,289,638) | (33,893,698) | (33,893,698) | (10,395,940) | |||||
Other comprehensive income (loss) for the period | (6,725,131) | (6,725,131) | (6,725,131) | ||||||
Total comprehensive loss | (51,014,769) | (6,725,131) | (33,893,698) | (40,618,829) | (10,395,940) | ||||
Contributions by and distribution to equity holders | |||||||||
Share-based payment | 2,832,438 | 2,832,438 | 2,832,438 | ||||||
Common shares issued in connection with debt financing | 645,921 | $ 645,921 | 645,921 | ||||||
Common shares issued in connection with debt financing (shares) | 409,435 | ||||||||
Warrants reclassified from liability | 37,710 | 37,710 | 37,710 | ||||||
Warrants exercised | 1,769,000 | $ 1,769,000 | 1,769,000 | ||||||
Warrants exercised (shares) | 384,446 | ||||||||
RSUs released, net of withholding taxes | 815,954 | $ 2,325,681 | (1,509,727) | 815,954 | |||||
RSUs released, net of withholding taxes, shares | 269,599 | ||||||||
Shares issued during period, shares | 5,154,083 | ||||||||
Total contributions by and distribution to equity holders | 6,101,023 | $ 4,740,602 | 37,710 | 1,322,711 | 6,101,023 | ||||
Total contributions by and distribution to equity holders, shares | 6,217,563 | ||||||||
Ending balance at Dec. 31, 2022 | 15,923,853 | $ 321,791,727 | 6,117,600 | 57,303,078 | (14,539,294) | (357,075,395) | 13,597,716 | 2,326,137 | |
Ending balance, shares at Dec. 31, 2022 | 11,778,392 | ||||||||
Beginning balance at Sep. 30, 2022 | 15,596,395 | $ 321,769,905 | 6,079,890 | 56,306,211 | (14,307,804) | (358,363,505) | 11,484,697 | 4,111,698 | |
Beginning balance, shares at Sep. 30, 2022 | 8,516,894 | ||||||||
Net loss for the period | (497,451) | 1,288,110 | 1,288,110 | (1,785,561) | |||||
Other comprehensive income (loss) for the period | (231,490) | (231,490) | (231,490) | ||||||
Total comprehensive loss | (728,941) | (231,490) | 1,288,110 | 1,056,620 | (1,785,561) | ||||
Contributions by and distribution to equity holders | |||||||||
Share-based payment | 1,005,455 | 1,005,455 | 1,005,455 | ||||||
Warrants reclassified from liability | 37,710 | 37,710 | 37,710 | ||||||
RSUs released, net of withholding taxes | 13,234 | $ 21,822 | (8,588) | 13,234 | |||||
RSUs released, net of withholding taxes, shares | 52,941 | ||||||||
Shares issued during period, shares | 3,208,557 | ||||||||
Total contributions by and distribution to equity holders | 1,056,399 | $ 21,822 | 37,710 | 996,867 | 1,056,399 | ||||
Total contributions by and distribution to equity holders, shares | 3,261,498 | ||||||||
Ending balance at Dec. 31, 2022 | $ 15,923,853 | $ 321,791,727 | $ 6,117,600 | $ 57,303,078 | $ (14,539,294) | $ (357,075,395) | $ 13,597,716 | $ 2,326,137 | |
Ending balance, shares at Dec. 31, 2022 | 11,778,392 |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Cash flows from operating activities: | |||||
Net loss | $ (497,451) | $ (16,804,906) | $ (44,289,638) | $ (47,762,688) | $ (84,400,000) |
Adjustments: | |||||
Depreciation of property, plant and equipment | 652,196 | 2,135,961 | |||
Non-cash lease expense | 385,800 | 563,428 | |||
Amortization of intangible assets | 1,352,787 | 2,436,219 | |||
Impairment loss on goodwill | 7,570,471 | ||||
Share-based payment | 2,832,438 | 6,251,713 | |||
Impairment loss on inventories | 0 | 2,996,333 | 3,079,997 | 2,996,333 | |
Expected credit losses | 496,846 | 1,978,705 | |||
Non-employee compensation related to warrants | 178,917 | ||||
Loss on issuance of derivatives | 1,029,614 | 3,156,569 | |||
Net finance expense | 2,656,865 | 1,170,069 | |||
Unrealized foreign exchange (gain) loss | (6,545,401) | 10,568 | |||
Change in revaluation of marketable securities | 17,640 | 107,564 | |||
Interest received | 1,440 | 7,796 | |||
Interest paid | (215,019) | (961,463) | |||
Gain on settlement of liability | (66,169) | (66,169) | |||
Revaluation of derivatives | (16,083,681) | (8,706,973) | |||
Impairment loss on property, plant and equipment | 2,404,459 | ||||
Impairment loss on assets held for sale | 15,346,119 | ||||
Impairment loss on right-of-use assets | 271,057 | 271,057 | |||
Impairment loss on intangibles | 2,593,529 | ||||
Payment of lease liabilities | (253,795) | (236,802) | |||
Income tax expense | 2,013 | (50) | 14,543 | 11,894 | |
Net gains from sale of property, plant and equipment | (84,998) | (6,490) | (170,000) | (6,490) | |
Changes in operating assets and liabilities | 6,543,514 | (6,394,409) | |||
Income taxes paid | (360) | (11,894) | |||
Net cash used in operating activities | (20,669,892) | (43,820,603) | (54,300,000) | ||
Cash flows from investing activities: | |||||
Proceeds on sale of assets | 170,000 | ||||
Proceeds from the sale of Cannabis assets | 3,121,778 | ||||
Acquisition of property, plant and equipment | (601,743) | (1,034,982) | |||
Acquisition of intangible assets | (434,168) | ||||
Sales of Acasti shares | 44,509 | ||||
Net cash provided by (used in) investing activities: | 2,690,035 | (1,424,641) | |||
Cash flows from financing activities: | |||||
Increase in loans and borrowings, net of financing fees | 3,800,000 | ||||
Withholding taxes paid pursuant to the settlement of non-treasury RSUs | (574,153) | (978,699) | |||
Warrants issuance costs | (1,330,211) | ||||
Proceeds from exercise of options and pre-funded warrants | 65 | ||||
Net cash provided by (used in) financing activities: | 12,895,705 | (978,699) | |||
Foreign exchange loss on cash and cash equivalents | (238,166) | (454,341) | |||
Net increase (decrease) in cash and cash equivalents | (5,322,318) | (46,678,284) | |||
Cash and cash equivalents, beginning of period | 8,726,341 | 59,836,889 | 59,836,889 | ||
Cash and cash equivalents as at December 31, 2022 and 2021 | 3,404,023 | 13,158,605 | 3,404,023 | 13,158,605 | $ 8,726,341 |
Cash and cash equivalents is comprised of: | |||||
Cash | $ 3,404,023 | $ 13,158,605 | 3,404,023 | 13,158,605 | |
Changes in operating assets and liabilities: | |||||
Trade and other receivables | 2,489,793 | (2,541,426) | |||
Prepaid expenses | 798,493 | (2,162,076) | |||
Inventories | (2,544,635) | (2,720,569) | |||
Trade and other payables | 1,599,623 | 2,684,869 | |||
Deferred revenues | (285,006) | (303,765) | |||
Provisions | 4,550,934 | (1,112,762) | |||
Other liabilities | (65,688) | (238,680) | |||
Changes in operating assets and liabilities | 6,543,514 | $ (6,394,409) | |||
Direct Offering [Member] | |||||
Cash flows from financing activities: | |||||
Proceeds from the issuance of shares and warrants | 5,000,002 | ||||
Registered Direct Offering Priced At The Market And Concurrent Private Placement [Member] | |||||
Cash flows from financing activities: | |||||
Proceeds from the issuance of shares and warrants | $ 6,000,002 |
Reporting Entity
Reporting Entity | 9 Months Ended |
Dec. 31, 2022 | |
Reporting Entity [Abstract] | |
Reporting entity | 1. Reporting entity : Neptune Wellness Solutions Inc. (the "Company" or "Neptune") is incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)). The Company is domiciled in Canada and its registered office is located at 100-545 Promenade du Centropolis, Laval, Québec. The condensed consolidated interim financial statements of the Company comprise the Company and its subsidiaries, Biodroga Nutraceuticals Inc. ("Biodroga"), SugarLeaf Labs, Inc. ("SugarLeaf"), 9354-7537 Québec Inc., Neptune Holding USA, Inc., Neptune Health & Wellness Innovation, Inc., Neptune Forest, Inc., Neptune Care, Inc. (formerly known as Neptune Ocean, Inc.), Neptune Growth Ventures, Inc., 9418-1252 Québec Inc., Neptune Wellness Brands Canada, Inc. and Sprout Foods, Inc. (“Sprout”). All subsidiaries are wholly-owned, except for Sprout for which the Company has a 50.1 % interest. Neptune is a diversified and fully integrated health and wellness company. Through its flagship consumer-facing brands, Neptune Wellness, Forest Remedies, Biodroga, MaxSimil®, Sprout®, Nosh® and NurturMe®, Neptune is redefining health and wellness by building a broad portfolio of natural, plant-based, sustainable and purpose-driven lifestyle brands and consumer packaged goods products in key health and wellness markets, including nutraceuticals, organic baby food, personal care and home care. On June 8, 2022, Neptune announced the launch of a new Consumer Packaged Goods ("CPG") focused strategic plan to reduce costs, improve the Company's path to profitability and enhance current shareholder value. This plan builds on the Company's initial strategic review that took place in fall of 2021 and focuses on two primary actions: (1) the divestiture of the Company's Canadian cannabis business and (2) a realignment of focus and operational resources toward increasing the value of Neptune's CPG business. Sale of Cannabis Assets On October 17, 2022, Neptune announced an agreement to sell substantially all of its Cannabis assets (including, but not limited to, the production facility located in Sherbrooke, Québec and certain legal entities including various related brand names and trademarks, including MoodRing and PanHash) to PurCann Pharma Inc. These assets were reported as Assets Held For Sale ("AHFS") as of September 30, 2022. On November 9, 2022 the sale to PurCann Pharma Inc. was completed. Share consolidation and delisting from TSX On June 9, 2022, Neptune announced the completion of the Company's proposed consolidation of its common shares (the "Common Shares") on the basis of one (1) post-consolidation Common Share for every thirty-five (35) pre-consolidation Common Shares (the "Share Consolidation"). The post-consolidation Common Shares commenced trading on the NASDAQ and the TSX at the market open on June 13, 2022. The Share Consolidation reduced the number of Common Shares issued and outstanding from approximately 198 million Common Shares to approximately 5.7 million Common Shares as at June 13, 2022. These consolidated financial statements have been retroactively adjusted to reflect the Share Consolidation. As a result, the number of common shares, options, deferred share units ("DSUs"), restricted share units ("RSUs"), restricted shares and warrants, issuance and exercise prices of options, DSUs, RSUs, restricted shares and warrants, loss per share reflect the Share Consolidation. On July 29, 2022, Neptune announced that it has applied and received approval for a voluntary delisting of its common shares from the Toronto Stock Exchange ("TSX"). The delisting from the TSX will not affect the Company's listing on the Nasdaq Capital Market ("Nasdaq"). Neptune's common shares were delisted from the TSX at the close of trading on August 15, 2022. Going concern 44.3 million and negative cash flows from operations of $ 20.7 million , and had an accumulated deficit of $ 357.1 million as of December 31, 2022 . For the year ended March 31, 2022, the Company incurred a net loss of $ 84.4 million and negative cash flows from operations of $ 54.3 million. Furthermore, as at December 31, 2022, the Company’s current liabilities and expected level of expenses for the next twelve months exceed cash on hand of $ 3.4 million and its total current liabilities exceed its total current assets. Accordingly, the Company is required to actively manage its liquidity and expenses and payments of payables are not being made as the amounts become due for certain suppliers. The Company currently has no committed sources of financing available other than from the transactions completed after period-end from the debt financing and the accounts receivable factoring facility (see note 18). As of the date these financial statements are authorized for issuance, the cash balance is expected to be sufficient to operate the business for the next one to two months under the current business plan. The Company requires funding in the very near term in order to continue its operations. If the Company is unable to obtain funding in the near-term, it may have to cease operations and liquidate its assets. These conditions cast substantial doubt about the Company's ability to continue as a going concern. Going forward, the Company will seek additional financing in various forms. To achieve the objectives of its business plan, Neptune plans to raise the necessary funds through additional securities offerings and the establishment of strategic alliances. The ability of the Company to complete the needed financing and ultimately achieve profitable operations is dependent on a number of factors outside of the Company’s control. The Company’s business plan is dependent upon, among other things, its ability to achieve and maintain profitability, continue to obtain adequate ongoing debt and/or equity financing to finance operations within and beyond the next twelve months. See note 18 regarding a new debt issuance in January 2023 and related waiver. While the Company has been successful in obtaining financing from public issuances and private placements, there is no certainty as to future financings. 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 going concern basis not be valid. These adjustments could be material. |
Basis of Preparation
Basis of Preparation | 9 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Basis Of Preparation [Abstract] | |
Basis of preparation | 2. Basis of preparation: (a) Adoption of U.S. GAAP: As at March 31, 2022, the Company retroactively adopted United States generally accepted accounting principles (“US GAAP”). The consolidated financial statements of the Company have been prepared in accordance with US GAAP for all periods presented. Comparative figures, which were previously prepared in accordance with International Financial Reporting Standards (”IFRS”) as issued by the International Accounting Standards Board, have been adjusted as required to be compliant with the Company’s accounting policies under US GAAP. (b) Functional and reporting currency: Effective March 31, 2022, the Company changed its reporting currency from Canadian dollars (“CAD”) to U.S. dollars (“USD”). This change in reporting currency has been applied retroactively such that all amounts in the consolidated financial statements of the Company and the accompanying notes thereto are expressed in U.S. dollars. References to "$" and "USD" are U.S dollars and references to “CAD $” and "CAD" are to Canadian dollars. For comparative purposes, historical consolidated financial statements were recast in U.S. dollars by translating (i) assets and liabilities at the closing exchange rate in effect at the end of the respective period, (ii) revenues, expenses and cash flows at the average exchange rate in effect for the respective period and (iii) equity transactions at historical exchange rates. Translation gains and losses are included as part of the cumulative foreign currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss. The assets and liabilities of foreign operations with a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Revenue and expenses are translated at the monthly average exchange rates for the period. Differences arising from the exchange rate changes are recorded within foreign currency translation adjustments, a component of other comprehensive income (loss). Transactions in foreign currencies are translated to the respective functional currencies of the Company’s subsidiaries at the average exchange rates for the period. The monetary items denominated in currencies other than the functional currency of a subsidiary are translated at the exchange rates prevailing at the balance sheet date. Non-monetary items denominated in currencies other than the functional currency are translated at historical rates. Gains and losses resulting from re-measurement are recorded in the Company’s consolidated statement of loss as foreign exchange gain (loss). As a result of the divesture of its Canadian cannabis business, a significant portion of its remaining revenues, expenses, assets and liabilities are denominated in US dollars. In addition and as a result of the increasing operations in the U.S., Neptune changed its functional currency from Canadian dollars (“CAD”) to U.S. dollars (“USD”), effective October 1, 2022. This change in functional currency has been applied prospectively from the date of the change. All assets and liabilities were reported using the same USD values as previously reported under the USD reporting currency described above. The cumulative translation account in Neptune was effectively frozen and the accumulated balance as at September 30, 2022 is carried forward. Changes in the cumulative translation account after October 1, 2022 relate to conversion of subsidiary financial statements whose functional currency is not USD. As of October 1, 2022, the 2020 Warrants and 2021 Warrants no longer met the criteria for liability classification and therefore were reclassified to equity on this date (see note 10(f)). (c) Use of estimates: The preparation of the condensed consolidated interim financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from the estimates made by management. Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Estimates include the following: • Estimating the write down of inventory. • Estimating expected credit losses for receivables. • Estimating the recoverable amount of non-financial assets, to determine and measure impairment losses on goodwill, intangibles, and property, plant and equipment. • Estimating the lease term of contracts with extension options and termination options. • Estimating the revenue from contracts with customers subject to variable consideration. • Estimating the fair value of bonus, options and warrants that are based on market and non-market conditions (note 12). • Estimating the fair value of the identifiable assets acquired, liabilities assumed, and consideration transferred of the acquired business, including the related contingent consideration and call option. • Estimating the litigation provision as it depends upon the outcome of proceedings (note 7). (d) Assets held for sale: On June 8, 2022, the Company announced a planned divestiture of the Canadian cannabis business and that the Company would focus on winding up its cannabis operations pending one or more sales transactions. Following this announcement, the Canadian cannabis disposal group assets met the criteria to be classified as held for sale. At September 30, 2022, the disposal group had been measured at fair value less cost to sell and impaired to reflect the asset sale and purchase agreement (the "ASPA") signed with a third-party on October 16, 2022 for $ 3,790,340 ($ 5,150,000 CAD), with cost to sell the Canadian cannabis disposal group asset in the amount of $ 586,783 , for net assets held for sale of $ 3,203,557 , resulting in impairment losses o f nil and $ 15,346,119 respectively for the three and nine-month periods ended December 31, 2022. The transaction closed on November 9, 2022. |
Significant accounting policies
Significant accounting policies | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant accounting policies | 3. Significant accounting policies: These unaudited Consolidated Interim Financial Statements have been prepared in accordance U.S. GAAP and on a basis consistent with those accounting principles followed by the Company and disclosed in note 2 of its Annual Consolidated Financial Statements for the year ended March 31, 2022, (except as disclosed in note 3(c) to these financial statements) and should be read in conjunction with and Notes thereto. (a) Basis of consolidation: These consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated from the Company’s consolidated financial statements. On February 10, 2021, Neptune acquired a 50.1 % interest in Sprout Foods, Inc. (“Sprout” or “Sprout Foods”). The accounts of the subsidiary are included in the consolidated financial statements from that date. (b) New standards and interpretations not yet adopted: Accounting pronouncements not yet adopted In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which amends ASC Topic 805, Business Combinations, ASU 2021-18 improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the (1) recognition of an acquired contract liability and (2) payment terms and their direct effect on subsequent revenue recognized by the acquirer. ASU 2021-08 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2022. Management has not yet evaluated the impact of this ASU on the Company's consolidated financial statements and the Company does not intend to adopt ASU 2021-18 until its fiscal year beginning April 1, 2023. In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and earlier adoption is permitted beginning in the first quarter of fiscal 2019. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The purpose of this amendment is to create a two-tier rollout of major updates, staggering the effective dates between larger public companies and all other entities. This granted certain classes of companies, including Smaller Reporting Companies (“SRCs”), additional time to implement major FASB standards, including ASU 2016-13. Larger public companies will still have an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are permitted to defer adoption of ASU 2016-13, and its related amendments, until the earlier of fiscal periods beginning after December 15, 2022. The Company will adopt ASU 2016-13 for its fiscal year beginning April 1, 2023, and the Company’s evaluation of the potential impact of adoption is in process. (c) Assets held for sale: The Company classifies long-lived assets or disposal groups to be sold as assets held for sale in the period in which all of the following conditions are met: management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition of a completed sale within one year; the assets of disposal group are subject to an asset sale and purchase agreement (see notes 2(d)); and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets and liabilities directly associated with assets held for sale are measured at the lower of carrying amount and fair value less costs to sell immediately prior to their classification. Any loss resulting from this measurement is recognized in the period in which the held-for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of the sale. Assets classified as held for sale, and the assets and liabilities included within the disposal group classified as held for sale are presented separately on the face of the balance sheet. Non-current assets that are classified as held for sale are not depreciated. |
Inventories
Inventories | 9 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories: December 31, March 31, Raw materials $ 5,154,170 $ 7,920,190 Work in progress — 1,016,916 Finished goods 11,433,593 7,974,690 Supplies and spare parts 355,045 147,610 $ 16,942,808 $ 17,059,406 During the three and nine-month periods ended December 31, 2022, the Company recorded impairment losses of nil and $ 3,079,997 respectively (2021 – impairment losses of $ 2,996,333 and $ 2,996,333 , respectively) as a result of inventory measurements to their net realizable value. The impairment loss during the nine-month period ended December 31, 2022 is related to cannabis inventories that were impaired because they were subsequently sold or expected to be sold at prices lower than costs. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 5. Property, plant and equipment: As at September 30, 2022, property, plant and equipment related to the Canadian cannabis asset group were classified as assets held for sale on the balance sheet (refer to note 2(d)). As indicated in note 2(d), the Cannabis related assets were written down, resulting in impairment losses of nil and $ 15,346,119 respectively for the three and nine-month periods ended December 31, 2022. During the three-month and nine-month period ended December 31, 2021 the Company recognized impairment losses of nil and $ 2,404,459 , respectively. The Company impaired certain equipment of the Canadian cannabis long-lived assets to nil resulting in an impairment charge of $ 1,424,517 for the nine-month period ended December 31, 2021 and an impairment reversal gain of $ 10,243 for the three-month period ended December 31, 2021 . In addition, the Company impaired the long-lived assets of the SugarLeaf reporting unit as they were no longer generating economic benefits. The fair value of these long-lived assets was established to be nil and as such an impairment charge of $ 979,942 was recorded during the nine-month period ended December 31, 2021 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Dec. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and intangible assets: The Company assesses at each reporting date whether there is an indication that an asset group or a reporting unit may be impaired. In the third quarter of 2022 due to the Company’s sustained decrease in share price, the Company concluded a triggering event occurred and performed a quantitative impairment test for the Sprout reporting unit. As part of the impairment testing process, the Company considered a number of factors including, but not limited to, current macroeconomic conditions such as inflation, economic growth, and interest rate movements, industry and market considerations, stock price performance (including performance relative to peers) and overall financial performance of the Sprout reporting unit. Although management used its best estimate to assess the potential impact of the changes in the general economic conditions on the Company’s business, management exercised significant judgment to estimate forecasted cash flows and discount rate, using assumptions which are subject to significant uncertainties. Based on the results of the Company’s third quarter 2022 impairment analysis, the estimated fair value of the Sprout reporting unit exceeded its carrying value, and no impairment was recognized. During the second quarter of 2022, there were changes in the general economic and financial conditions of the markets the Company serves. The Company’s Sprout reporting unit was adversely impacted during the second quarter of 2022 by these conditions, which impacted the operating results. Accordingly, management concluded that these factors were indicators of impairment. As a result, management performed an impairment test for the Sprout reporting unit, for which it revised its assumptions on projected earnings and cash flows growth, as well as its assumptions on discount rates used to apply to the forecasted cash flows, using its best estimate of the conditions existing at September 30, 2022. Although management used its best estimate to assess the potential impact of the changes in the general economic conditions on the Company’s business, management exercised significant judgment to estimate forecasted cash flows and discount rate, using assumptions which are subject to significant uncertainties. Accordingly, differences in estimates could affect whether a reporting unit is impaired and the dollar amount of that impairment, which could be material. The Company compared the carrying amount of the reporting unit to the fair value. The fair value of the Sprout reporting unit was determined to be lower than the carrying value and a $ 7,570,471 goodwill impairment expense was recorded in the quarter ended September 30, 2022. The fair value of the reporting unit was estimated using a discounted cash flow model with a WACC post-tax discount rate of 11.0 % and a market multiples valuation approach. The discount rate represents the risk adjusted WACC of the reporting unit, based on publicly available information and that of comparable companies operating in similar industries. Determination of the WACC requires separate analysis of the cost of equity and debt, and considers a risk premium based on an assessment of risks related to the projected cash flows of the reporting unit. Cash flows were projected based on past experience, actual operating results and the three-year business plan including a terminal growt h rate of 3.5 % . The most significant assumptions used to estimate the fair values using a discounted cash flow model included the forecasted revenue, gross margins, net working capital investment, terminal value as well as the discount rate. These significant assumptions are classified as Level 3 in the fair value hierarchy, signifying that they are not based on observable market data. A decrease in the projected cash flow or an increase in discount rate could have resulted in a higher impairment charge. Should these projections not be realized, or the discount rate needs to be increased, an impairment loss may be needed in future periods. Due to the impairment losses recorded during the second quarter of 2023, there is no headroom between the fair value of the reporting unit and its carrying value and therefore, changes in assumptions in future periods may result in additional impairment charges. The aggregate amount of goodwill is allocated to each reporting unit as follows: December 31, March 31, Biodroga $ 2,424,414 $ 2,625,851 Sprout 11,971,966 19,542,437 $ 14,396,380 $ 22,168,288 The Company also identified a trigger of impairment related to its intangible assets and recorded impairment charges of nil and $ 2,593,529 respectively for Sprout trademarks during the three and six-month periods ended September 30, 2022. The fair value was determined using a relief from royalty discounted cash flow model. |
Provisions
Provisions | 9 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Provisions [Abstract] | |
Provisions | 7. Provisions (a) During the year ended March 31, 2019, the Company received a judgment from the Superior Court of Québec (the “Court”) in respect of certain royalty payments alleged to be owed and owing to a former chief executive officer of the Company (the “Former CEO”) pursuant to the terms of an agreement entered into on February 23, 2001 between Neptune and the Former CEO (the “Royalty Agreement”). The Company appealed the judgment which was dismissed by the Court of Appeal of Québec in February 2021. Under the terms of the Royalty Agreement and as maintained by the court, annual royalties of 1 % of the sales and other revenue made by the Company on a consolidated basis are payable by the Company to the Former CEO biannually, but only to the extent that the cost of the royalty would not cause the Company to have a loss before interest, taxes and amortization (in which case, the payments would be deferred to the following fiscal year). As of December 31, 2022, a provision of $ 606,346 (March 31, 2022 - $ 362,809 ) has been recorded by the Company. During the three and nine-month periods ended December 31, 2022, the Company increased the provision by $ 64,415 and $ 281,244 respectively, recorded foreign currency translation adjustments of $ 9,317 and $ ( 37,707 ) respectively, and made no payments to the Former CEO in relation to this provision. During the three and nine-month periods ended December 31, 2021, the Company increased the provision by $ 135,757 and $ 651,229 respectively, recorded foreign currency translation adjustments of $ ( 6,061 ) and $ 3,750 respectively, and made payments totaling $ 7,515 and $ 1,763,991 respectively to the Former CEO in relation to this provision. Effective as of September 20, 2022, the Company notified the Former CEO that it was exercising its legal rights to terminate the Royalty Agreement. In response to such termination, the Former CEO is seeking a declaratory judgment that the Company did not have the legal right to terminate the Royalty Agreement. (b) In September 2020, Neptune submitted a claim and demand for arbitration against Peter M. Galloway and PMGSL Holdings, LLC (collectively “PMGSL”) in accordance with the SugarLeaf Asset Purchase Agreement (“APA”) dated May 9, 2019 between Neptune, PMGSL, Peter M. Galloway and Neptune Holding USA, Inc. Separately, PMGSL submitted a claim and demand for arbitration against Neptune. The Neptune claims and PMGSL claims have been consolidated into a single arbitration and each are related to the purchase by Neptune of substantially all of the assets of the predecessor entities of PMGSL Holdings, LLC. Neptune is claiming, among other things, breach of contract and negligent misrepresentation by PMGSL in connection with the APA and is seeking, among other things, equitable restitution and any and all damages recoverable under law. PMGSL is claiming, among other things, breach of contract by Neptune and is seeking, among other things, payment of certain compensation contemplated by the APA. A merit hearing in the arbitration took place in April 2022 and August 1, 2022. While Neptune believes there is no merit to the claims brought by PMGSL, a judgment in favor of PMGSL may have a material adverse effect on our business and Neptune intends to continue vigorously defending itself. Based on currently available information, a provision of $ 600,000 has been recognized for this case as at December 31, 2022 ($ 600,000 as at March 31, 2022). (c) A supplier of cannabis initiated a lawsuit against the Company's subsidiary, 9354-7537 Quebec Inc., ("9354") for breach of a Wholesale Cannabis Supply Agreement (the “Supply Agreement”) for the purchase of cannabis trim. The purchased trim was rejected by 9354 due to quality concerns. The supplier refused to refund the purchase price and ultimately sued 9354 for breach of the Supply Agreement. The matter proceeded to trial in November 2021, and on March 23, 2022, an arbitrator entered an arbitration award against 9354 for the full purchase price of the trim. With fees and costs, the final arbitrator’s award entered against 9354 was $ 1,127,024 , plus applicable interest. During the quarter ended June 30, 2022, the parties engaged into settlement negotiations which resulted in the execution of a settlement agreement dated July 13, 2022 . As at June 30, 2022, the payable was revised to the settlement amount of $ 543,774 which resulted in the recognition of a settlement gain of $ 583,430 under Selling, general and administrative expenses for the three-month period ended June 30, 2022. During the three-month period ended September 30, 2022, the Company made a payment of $ 187,025 to the supplier, and recorded foreign currency translation adjustments of $ ( 12,496 ) . This provision was included in trade and other payables. The Company made the final payment on October 12, 2022. As at December 31, 2022 , the balance of this payable was nil . (d) On March 16, 2021, a purported shareholder class action was filed in United States District Court for the Eastern District of New York against the Company and certain of its current and former officers alleging violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934, with respect to the Company’s acquisition of SugarLeaf Labs, Inc. On October 21, 2022, the Company announced that it had agreed to settle and resolve the purported shareholder class action for a gross payment to the class of between $ 4 and $ 4.25 million, with the exact amount being within the Company’s control and dependent on the type of consideration used. The settlement was subject to court approval and certification by the court of the class. On March 16, 2023 the settlement offer was accepted and the first payment in the amount of $ 500,000 was paid on March 22, 2023. Two additional payments of $ 500,000 each are due 30 days and 60 days after the first payment. The rest is payable either in cash ($ 2,500,000 ) or in shares ($ 2,750,000 ) at Neptune's election, within 31 days after the Final Approval Order is entered. As of December 31, 2022, a provision and an expense within selling, general administration of $ 4,000,000 (March 31, 2022 - nil ) has been recorded by the Company. (e) As at December 31, 2022, the Company has various additional other provisions for legal fees obligations for an aggregate amount of $ 730,587 (March 31, 2022 – $ 155,804 ). |
Liability Related to Warrants
Liability Related to Warrants | 9 Months Ended |
Dec. 31, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Liability Related to Warrants | 8. Liability related to warrants: The Company has issued common shares, pre-funded warrants and warrants as part of its financing arrangements which are exercisable for a variable number of shares. Common shares and pre-funded warrants are classified as equity. Warrants are classified as liabilities rather than equity. As of October 1, 2022, as a result of the change in functional currency of Neptune, the 2020 Warrants and 2021 Warrants no longer met the criteria for liability classification and therefore were reclassified as equity prospectively (see note10(f)). On October 11, 2022, the Company closed a registered direct offering ("October 2022 Direct Offering") of 3,208,557 of its Common Shares and warrants ("Series E Warrants") to purchase up to 6,417,114 Common Shares in the concurrent Private Placement. The combined purchase price for one Common Share and one warrant was $ 1.87 . The Series E Warrants have an exercise price of $ 1.62 per Common Share, are exercisable immediately following the date of issuance and will expire five years from the date of issuance. The Company received gross proceeds of $ 6,000,002 and net proceeds of $ 5,135,002 after deducting the placement agent fees and expenses, and the Company’s offering expenses. Based on the fair value of the warrants as at the date of closing, which was determined using a Black-Scholes model, the Company recorded the full proceeds to liabilities, with an initial liability of $ 7,029,614 and a loss on initial recognition of $ 1,029,614 . Because the fair value of the liability classified warrant exceeded the total proceeds, no consideration was allocated to the Common Shares. Total issue costs related to this offering of $ 865,000 were recorded under finance costs. On June 23, 2022, Neptune issued a total of 645,526 pre-funded warrants (“Pre-Funded Warrants”), along with 1,300,000 common shares of the Company, as part of a registered direct offering ("June 2022 Direct Offering"). Each Pre-Funded Warrant was exercisable for one Common Share. The common shares and the Pre-Funded Warrants were sold together with 1,945,526 Series C Warrants (the "Series C Warrants"), and 1,945,526 Series D Warrants (the "Series D Warrants") and collectively, the "June 2022 Common Warrants". Each of the June 2022 Common Warrant is exercisable for one common share. Each of the common share and Pre-Funded Warrants and the accompanying June 2022 Common Warrants were sold together at a combined offering price of $ 2.57 , for aggregate gross proceeds of $ 5,000,002 before deducting fees and other estimated offering expenses. The Pre-Funded Warrants are funded in full at closing except for a nominal exercise price of $ 0.0001 and are exercisable commencing on the Closing Date and will terminate when such Pre-Funded Warrants are exercised in full. The Series C Warrants and the Series D Warrants have an exercise price of $ 2.32 per share and can be exercised for a period of 5 years and 2 years respectively from the date of issuance. On October 6, 2022, the Company agreed to extend the termination date of 972,763 Series C Warrants by two years . Proceeds of the June 2022 Direct Offering were allocated between common shares and warrants first by allocating proceeds to the warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which includes the Pre-Funded Warrants. The fair value of the liability-classified warrants was determined using the Black-Scholes model, resulting in an initial warrant liability of $ 4,046,836 for the Series C Warrants and $ 3,080,121 for the Series D Warrants. Because the fair value of the liability classified warrant exceeded the total proceeds, no consideration was allocated to the Common Shares and Pre-Funded Warrants and a loss $ 2,126,955 w as immediately recognized in the net loss of the period as there were no additional rights or privileges identified. The Company is in need of financing to be able to continue its activities as described in note 1. The Pre-Funded Warrants were exercised in full on June 24, 2022 for gross proceeds of $ 65 . Total issue costs related to this private placement of $ 465,211 , were recorded under finance costs. During the month of August 2022, a total of 201,207 Series C Warrants and 972,763 Series D Warrants were exercised at $ 2.32 each in cashless transactions, which resulted in an aggregate total of 384,446 shares being issued for an aggregate value of $ 1,769,000 . The fair value of the Series C Warrants and Series D Warrants liability was determined using the Black-Scholes model. Warrants are revalued each period-end at fair value and accounted for in the Company's profit and loss statement under “gain on revaluation of derivatives”. Changes in the value of the liability related to the warrants for the nine-month period ended December 31, 2022 and 2021 were as follows: Warrants Amount Outstanding as at March 31, 2021 497,355 $ 10,462,137 Revaluation ( 8,853,111 ) Movements in exchange rates 32,916 Outstanding as at December 31, 2021 497,355 1,641,942 Outstanding as at March 31, 2022 1,925,929 $ 5,570,530 Warrants issued during the period 10,308,166 14,156,571 Warrants exercised during the period ( 1,173,970 ) ( 1,769,000 ) Warrants reclassified to equity during the period ( 497,355 ) ( 37,710 ) Revaluation gain ( 16,083,681 ) Movements in exchange rates ( 392,652 ) Outstanding as at December 31, 2022 10,562,770 1,444,058 The following table provides the relevant information on the outstanding warrants as at December 31, 2022: Reference Date of issuance Number of warrants outstanding Number of warrants exercisable Exercise price Expiry date Series A Warrants March 14, 2022 714,287 714,287 $ 11.20 September 14, 2027 Series B Warrants March 14, 2022 714,287 714,287 $ 11.20 March 14, 2028 Series C Warrants June 23, 2022 771,556 771,556 $ 2.32 June 23, 2027 Series C Warrants June 23, 2022 972,763 972,763 $ 2.32 June 23, 2029 Series D Warrants June 23, 2022 972,763 972,763 $ 2.32 June 24, 2024 Series E Warrants October 11, 2022 6,417,114 6,417,114 $ 1.62 October 11, 2027 10,562,770 10,562,770 $ 3.10 The holders of warrants listed above will be entitled to participate in dividends and other distributions of assets by the Company to its holders of common shares as though the holder then held common shares. The derivative warrant liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value for the respective nine-month periods is presented in the following tables: 2020 Warrants 2021 Warrants December 31, December 31, December 31, December 31, Balance - beginning of period $ 309,769 $ 6,174,137 $ 306,704 $ 4,288,000 Warrants reclassified to equity during the period ( 19,058 ) — ( 18,652 ) — Change in fair value to date of transfer to equity ( 279,056 ) ( 5,300,014 ) ( 276,527 ) ( 3,553,097 ) Translation effect ( 11,655 ) 20,701 ( 11,525 ) 12,215 Balance - end of period $— $ 894,824 $— $ 747,118 Series A Warrants Series B Warrants December 31, December 31, December 31, December 31, Balance - beginning of period $ 3,270,816 $— $ 1,683,241 $— Change in fair value ( 3,099,783 ) — ( 1,622,926 ) — Translation effect ( 136,418 ) — ( 59,975 ) — Balance - end of period $ 34,615 $— $ 340 $— Series C Warrants Series D Warrants December 31, December 31, December 31, December 31, Balance - beginning of period $— $— $— $— Warrants issued during the period 4,046,836 — 3,080,121 — Warrants exercised during the period ( 365,224 ) — ( 1,403,776 ) — Change in fair value ( 3,339,370 ) — ( 1,337,675 ) — Translation effect ( 121,760 ) — ( 51,319 ) — Balance - end of period $ 220,482 $— $ 287,351 $— Series E Warrants December 31, December 31, Balance - beginning of period $— $— Warrants issued during the period 7,029,614 — Change in fair value ( 6,128,344 ) — Balance - end of period $ 901,270 $— The fair value of the derivative warrant liabilities was estimated using the Black-Scholes option pricing model and based on the following assumptions: 2020 Warrants 2021 Warrants December 31, December 31, December 31, December 31, Share price N/A $ 14.35 N/A $ 14.35 Exercise price N/A $ 78.75 N/A $ 78.75 Dividend yield N/A — N/A — Risk-free interest N/A 1.10 % N/A 1.22 % Remaining contractual life (years) N/A 3.81 N/A 4.64 Expected volatility N/A 80.4 % N/A 79.2 % Series A Warrants Series B Warrants December 31, December 31, December 31, December 31, Share price $ 0.32 $— $ 0.32 $— Exercise price $ 11.20 $— $ 11.20 $— Dividend yield — — — — Risk-free interest 4.02 % — 4.75 % — Remaining contractual life (years) 4.71 — 0.71 — Expected volatility 94.2 % — 135.7 % — Series C Warrants Series D Warrants December 31, June 23, 2022 December 31, June 23, 2022 Share price $ 0.32 $ 2.90 $ 0.32 $ 2.90 Exercise price $ 2.32 $ 2.32 $ 2.32 $ 2.32 Dividend yield — — — — Risk-free interest 4.05 % 3.38 % 4.58 % 3.21 % Remaining contractual life (years) 4.48 5.00 1.48 2.00 Expected volatility 94.1 % 84.0 % 112.4 % 88.7 % Series E Warrants December 31, October 11, 2022 Share price $ 0.32 $ 1.54 Exercise price $ 1.62 $ 1.62 Dividend yield — — Risk-free interest 4.02 % 4.14 % Remaining contractual life (years) 4.78 5.00 Expected volatility 93.6 % 90.4 % The Company measured its derivative warrant liabilities at fair value on a recurring basis. These financial liabilities were measured using level 3 inputs. The Company uses the historical volatility of the underlying share to establish the expected volatility of the warrants. An increase or decrease in this assumption to estimate the fair values using the Black-Scholes option pricing model would result in an increase or a decrease in the fair value of the instruments, respectively. |
Loans and Borrowings
Loans and Borrowings | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Loans and borrowings | 9. Loans and borrowings: December 31, March 31, Loans and borrowings: Promissory note originally of $ 10,000,000 and increased to $ 13,000,000 on July 13, 2022, issued by Sprout, guaranteed by the Company and secured through a first-ranking mortgage on all movable current and future, corporeal and incorporeal, and tangible and intangible assets of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing September 30, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal and accrued interest may also be converted, in whole or in part, at any time before February 1, 2024, upon the mutual consent of Sprout, the Company and MSEC, into common shares of the Company. $ 15,261,355 $ 11,648,320 Promissory note of $ 250,000 issued by Sprout on August 26, 2022, guaranteed by the Company and secured by the issued and outstanding capital stock of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing September 30, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal is payable on February 1, 2024 in cash, or, upon the prior consent of the holder, fully or partially in common shares of Neptune at the Company's discretion. 201,428 — Promissory notes totaling $ 550,000 issued by Sprout on November 8, 2022, guaranteed by the Company and secured by the issued and outstanding capital stock of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing December 31, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal is payable on February 1, 2024 in cash, or, upon the prior consent of the holder, fully or partially in common shares of Neptune at the Company's discretion. 473,875 — 15,936,658 11,648,320 Less current portion of loans and borrowings — — Loans and borrowings $ 15,936,658 $ 11,648,320 On July 13, 2022, Sprout entered into an amendment of each of its existing Secured Promissory Notes. In connection with this amendment, investment funds managed by Morgan Stanley Expansion Capital ("Morgan Stanley" or "MSEC") agreed to immediately commit an additional $ 3 million in Secured Promissory Notes to Sprout. The maturity date of the note facility of February 1, 2024 is consistent with the maturity date of the existing Secured Promissory Notes with MSEC and Neptune. The $ 13.0 million of amended S ecured Promissory Notes have a 10 % interest rate per annum, increasing by 1% per annum every three months during the term of the S ecured Promissory Notes . The interest will be compounded and added to the principal amount on a quarterly basis. MSEC was issued 372,670 common shares of Neptune, of a value of $ 570,185 , in connection with this commitment. On August 26, 2022, Sprout entered into an additional $ 250,000 Secured Promissory Note, which is on the same terms as the Secured Promissory Note entered into with MSEC discussed above. Neptune issued 36,765 common shares for a value of $ 75,736 in connection with this Secured Promissory Note in connection with this commitment. On November 8, 2022, Sprout entered into three agreements to issue an additional aggregate $ 550,000 of Secured Promissory Notes, on the same terms as the Secured Promissory Note entered into with MSEC discussed above. In connection with these financings, Neptune issued 146,330 common shares for a value of $ 96,578 to the holders of these Secured Promissory Notes o n February 15, 2023. During the three and nine-month periods ended December 31, 2022, interest expense of $ 311,679 and $ 786,311 respectively were recognized on loans and borrowings (2021 - $ 252,055 and $ 756,888 ). All covenants for the loans and borrowings outstanding as at December 31, 2022 and March 31, 2022 were respected . |
Capital and other components of
Capital and other components of equity | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Capital and other components of equity | 10. Capital and other components of equity: (a) Share capital: Authorized capital stock: Unlimited number of shares without par value: • Common shares Preferred shares, issuable in series, rights, privileges and restrictions determined at time of issuance: • Series A preferred shares, non-voting, non-participating, fixed, preferential, and non-cumulative dividend of 5 % of paid-up capital, exchangeable at the holder’s option under certain conditions into common shares ( no ne issued and outstanding). All issued shares are fully paid. (b) Share options exercised: During the three and nine-month periods ended December 31, 2022 and 2021, Neptune issued no common shares of the Company upon exercise of stock options. (c) DSUs released: During the three and nine-month periods ended December 31, 2022 and 2021 , Neptune issued no common shares of the Company for the release of DSUs to former and current members of the Board of Directors. (d) RSUs released: During the nine-month period ended December 31, 2022, Neptune issued 269,599 common shares of the Company for RSUs released to the CEO as part of his employment agreement at a weighted average price of $ 5.60 per common share. The Company, with the consent of the CEO delayed issuance of an additional 173,493 RSUs. Withholding taxes of $ 815,953 were paid by the Company pursuant to the issuance of these RSUs. During the nine-month period ended December 31, 2021, Neptune issued 51,095 common shares of the Company to the CEO as part of his employment agreement at a weighted average price of $ 155.05 per common share. Withholding taxes of $ 978,699 were paid by the Company pursuant to the issuance of these RSUs, resulting in the Company not issuing an additional 27,133 RSUs. (e) Restricted shares: During the three and nine-month periods ended December 31, 2022 and 2021 , Neptune issued no restricted common shares of the Company to employees. (f) Warrants: As of October 1, 2022, as a result of the change in functional currency of Neptune, the 2020 Warrants and 2021 Warrants no longer met the criteria for liability classification and therefore were reclassified as equity prospectively. The reclassification did not impact the net earnings for the period. On June 23, 2022, as part of the June 2022 Direct Offering described under not e 8, Neptune issued a total of 645,526 pre-funded warrants (“Pre-Funded Warrants”), with each Pre-Funded Warrant exercisable for one Common Share. The Pre-Funded Warrants were funded in full at closing except for a nominal exercise price of $ 0.001 and were exercisable commencing on the Closing Date, and were to terminate when such Pre-Funded Warrants would be exercised in full. The Pre-funded warrants were fully exercised on June 24, 2022 for $ 65 . Changes in the value of equity related to the warrants were as follows: December 31, 2022 December 31, 2021 Weighted Weighted average Number of average Number of exercise price warrants exercise price warrants Warrants outstanding at April 1, 2022 and 2021 $ 325.34 176,429 $ 325.34 176,429 Issued 0.0001 645,526 — — Reclassification from liability related to warrants 78.75 497,355 — — Exercised 0.0001 ( 645,526 ) — — Warrants outstanding at December 31, 2022 $ 120.36 673,784 $ 325.34 176,429 Warrants exercisable at December 31, 2022 $ 143.32 673,784 $ 325.34 176,429 Warrants of the Company classified as equity are composed of the following as at December 31, 2022 and March 31, 2022: December 31, 2022 March 31, 2022 Number Number Number Number outstanding exercisable Amount outstanding exercisable Amount Warrants IFF (i) 57,143 57,143 1,630,210 57,143 57,143 1,630,210 Warrants AMI (ii) 119,286 119,286 4,449,680 119,286 119,286 4,449,680 2020 Warrants (iii) 300,926 300,926 19,058 — — — 2021 Warrants (iv) 196,429 196,429 18,652 — — — 673,784 673,784 $ 6,117,600 176,429 176,429 $ 6,079,890 (i) During the year ended March 31, 2020, Neptune granted 57,143 warrants (“Warrants IFF”) with an exercise price of $ 420.00 expiring o n November 7, 2024 . The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. No expense was recognized during the three and nine-month periods ended December 31, 2022 (2021 - $ 25,267 and $ 178,917 respectively) under the research and development expenses. (ii) During the year ended March 31, 2020, Neptune granted 119,286 warrants (“Warrants AMI”) with an exercise price of $ 280.00 with 85,715 expiring on October 3, 2024 and 33,572 expiring on February 5, 2025 . The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. The warrants fully vested in fiscal year ended March 31, 2021 and as such no expense was recognized in relation to those instruments since then. (iii) During the year ended March 31, 2021, Neptune issued a total of 300,926 warrants (“2020 Warrants”) with an exercise price of $ 78.75 expiring on October 22, 2025 . The warrants, issued as part of the Private Placement entered into on October 20, 2020, are exercisable beginning anytime on or after April 22, 2021 until October 22, 2025. Initially classified as liability, the 2020 Warrants which had a fair value of $ 19,058 were reclassified as equity on October 1, 2022 as a result of the change in functional currency. The holders of these warrants will be entitled to participate in dividends and other distributions of assets by the Company to its holders of common shares as though the holder then held common shares. (iv) On February 19, 2021, the Corporation issued 196,429 warrants (“2021 Warrants”) with an exercise price of $ 78.75 expiring on August 19, 2026 . The warrants, issued as part of a Registered Direct Offering entered into on February 17, 2021, are exercisable beginning anytime on or after August 19, 2021 until August 19, 2026. Initially classified as liability, the 2021 Warrants which had a fair value of $ 18,652 were reclassified as equity on October 1, 2022 as a result of the change in functional currency. The holders of these warrants will be entitled to participate in dividends and other distributions of assets by the Company to its holders of common shares as though the holder then held common shares. (g) Common shares issued in connection with debt financing: On July 13, 2022, Neptune issued 372,670 common shares for a value of $ 570,185 in connection with the amendment of the Secured Promissory Notes that were issued by Sprout for the payment of borrowing costs. In connection with this amendment, investment funds managed by MSEC have provided an additional $ 3 million in Secured Promissory Notes to Sprout. On September 9, 2022, Neptune issued 36,765 common shares for a value of $ 75,736 in connection with a new $ 250,000 Secured Promissory Notes that were issued by Sprout, for the payment of borrowing costs. |
Non-controlling Interest
Non-controlling Interest | 9 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | 11. Non-controlling interest: The summarized financial information of Sprout is provided below. This information is based on amounts before inter-company eliminations and include the effects of the Company’s purchase price adjustments. Summarized statement of loss and comprehensive loss: Three-month period ended Nine-month period ended December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Revenue from contracts with customers $ 8,380,966 $ 6,791,703 $ 24,903,038 $ 19,456,048 Cost of sales ( 7,825,211 ) ( 7,020,841 ) ( 23,748,469 ) ( 19,914,902 ) Selling, general and administrative expenses ( 3,184,805 ) ( 2,185,582 ) ( 9,412,606 ) ( 7,157,115 ) Impairment loss on goodwill and intangible assets — — ( 10,164,000 ) — Finance costs ( 934,685 ) ( 1,184,310 ) ( 2,396,967 ) ( 1,857,471 ) Loss before tax ( 3,563,735 ) ( 3,599,030 ) ( 20,819,004 ) ( 9,473,440 ) Income tax (expense) recovery ( 14,543 ) 50 ( 14,543 ) ( 11,894 ) Net loss ( 3,578,278 ) ( 3,598,980 ) ( 20,833,547 ) ( 9,485,334 ) Total comprehensive loss ( 3,578,278 ) ( 3,598,980 ) ( 20,833,547 ) ( 9,485,334 ) Loss attributable to the subsidiary's non-controlling interest ( 1,785,561 ) ( 1,803,089 ) ( 10,395,940 ) ( 4,752,152 ) Comprehensive loss attributable to the subsidiary's non-controlling interest $( 1,785,561 ) $( 1,795,891 ) $( 10,395,940 ) $( 4,733,182 ) Summarized statement of balance sheets: December 31, March 31, Current assets $ 13,911,380 12,260,375 Non-current assets 28,184,381 39,000,367 Current liabilities 8,010,791 5,991,483 Non-current liabilities 34,454,862 25,362,259 Total equity ( 369,892 ) 19,907,000 Attributable to: Equity holders of the Company $( 2,696,029 ) $ 7,184,923 Non-controlling interest 2,326,137 12,722,077 Summarized statement of cash flow: Three-month period ended Nine-month period ended December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Cash flow used in operating activities $( 1,873,210 ) $( 531,533 ) $( 5,798,310 ) $( 8,605,043 ) Cash flow used in investment activities — ( 55,519 ) — ( 56,765 ) Cash flow from financing activities (1) 1,999,408 859,130 5,249,408 8,831,765 Net increase (decrease) in cash and cash equivalents $ 126,198 $ 272,078 $( 548,902 ) $ 169,957 (1) Cash flow from financing activities is partially provided through intercompany advances. |
Share-based Payment
Share-based Payment | 9 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Payment | 12. Share-based payment: Under the Company’s share-based payment arrangements, stock-based compensation expenses of $ 1,005,455 and $ 2,832,438 were recognized on equity share based awards and expenses of $ 110,859 and $ 3,263,437 on liability based awards in the consolidated statement of loss and comprehensive loss for the three and nine-month periods ended December 31, 2022 respectively (2021 - equity expenses of $ 1,013,795 and $ 6,251,713 respectively) and nil for liability based awards for the three and nine-month periods ended December 31, 2021. As at December 31, 2022, the Company had the following share-based payment arrangements: (a) Company stock option plan: (i) Stock option plan: The Company has established a stock option plan for directors, officers, employees and consultants. The exercise price of the stock options granted under the plan is not lower than the closing price of the common shares listed on the Nasdaq on the eve of the grant. The terms and conditions for acquiring and exercising options are set by the Board of Directors, subject to, among others, the following limitations: the term of the options cannot exceed ten years and every stock option granted under the stock option plan will be subject to conditions no less restrictive than a minimum vesting period of 18 months and a gradual and equal acquisition of vesting rights at least on a quarterly basis. The Company’s stock-option plan allows the Company to issue a number of stock options not exceeding 15 % of the number of common shares issued and outstanding at the time of any grant. The total number of stock options issuable to a single holder cannot exceed 5 % of the Company’s total issued and outstanding common shares at the time of the grant, provided that the maximum number of stock options issuable to a single consultant cannot exceed 2 % of the Company's total issued and outstanding common shares at the time of the grant. The number and weighted average exercise prices of stock options are as follows: 2022 2021 Weighted Weighted average average exercise Number of exercise Number of Notes price options price options Options outstanding at April 1st, 2022 and 2021 $ 37.41 306,321 $ 65.91 121,208 Granted 1.60 229,715 29.97 220,125 Forfeited/Cancelled 16.00 ( 65,361 ) 37.82 ( 86,815 ) Expired 50.71 ( 47,033 ) 90.20 ( 7,143 ) Options outstanding at December 31, 2022 and 2021 $ 18.55 423,642 $ 45.10 247,375 Options exercisable at December 31, 2022 and 2021 $ 39.25 131,119 $ 56.59 98,387 December 31, 2022 Options outstanding Exercisable options Weighted remaining Weighted Weighted contractual Number of number of average Exercise life options options exercise price outstanding outstanding exercisable price $ 1.55 - $ 1.59 4.63 115,715 19,048 1.55 $ 1.60 - $ 6.07 4.74 114,000 — — $ 6.08 - $ 27.90 3.71 106,431 57,621 25.51 $ 27.91 - $ 42.96 3.55 28,669 10,804 30.23 $ 42.97 - $ 157.38 7.21 58,827 43,646 76.08 423,642 131,119 The fair value of options granted has been estimated using the Black-Scholes option pricing model and based on the weighted average of certain assumptions. The Company granted respectively no options and 114,000 options to non-employees during the three and nine-month periods ended December 31, 2022 ( none for the three and nine-month periods ended December 31, 2021) resulting in a $ 128,680 and a nil stock-based compensation expense, respectively for the nine-month periods ended December 31, 2022 and 2021. Nine-month periods ended Black Sholes assumptions used December 31, December 31, Share price $ 10.50 -$ 155.05 $ 18.20 -$ 155.05 Exercise price $ 10.50 -$ 155.05 $ 19.25 -$ 155.05 Dividend yield nil nil Risk-free interest 0.13 % - 2.04 % 0.13 % - 2.04 % Expected life (years) 3.54 3.47 Expected volatility 53.52 % - 91.94 % 53.52 % - 86.04 % Stock-based compensation recognized under this plan amounted to $ 299,406 and $ 774,679 respectively for the three and nine-month periods ended December 31, 2022 (2021 - $ 162,735 and $ 1,598,378 ). Unrecognized compensation cost at December 31, 2022 is $ 399,386 with a weighted average period remaining of 1.03 years ( 2021 - $ 1,584,133 with a weighted average period remaining of 1.29 years). (ii) Non-market performance options: On July 8, 2019, the Company granted 100,000 non-market performance options under the Company stock option plan at an exercise price of $ 4.43 per share to the CEO, expiring on July 8, 2029 . These options vest after the attainment of non-market performance conditions within the following ten years . These non-market performance options required the approval of amendments to the stock option plan and therefore the fair value of these options was revalued up to the date of the approval of the amendments (grant date). None of these non-market performance options have vested as at December 31, 2022 . These options were no t exercisable as at December 31, 2022 and 2021. No stock-based compensation expense was recognized during the three and nine-month periods ended December 31, 2022 (three and nine-month periods ended December 31, 2021- $ 99,849 and $ 301,013 respectively). (iii) Market performance options: On July 8, 2019, the Company granted 157,142 market performance options under the Company stock option plan at an exercise price of $ 4.43 per share to the CEO, expiring on July 8, 2029 . These options vest after the attainment of market performance conditions within the following ten years . Some of these market performance options required the approval of amendments to the stock option plan and therefore the fair value of these options was revaluated up to the date of the approval of the amendments (grant date). The number and weighted average exercise prices of market performance options are as follows: 2022 2021 Weighted Weighted average average exercise Number of exercise Number of Notes price options price options Options outstanding at April 1, 2022 and 2021 $ 155.05 157,142 $ 155.05 157,142 Options outstanding at December 31, 2022 and 2021 $ 155.05 157,142 $ 155.05 157,142 Options exercisable at December 31, 2022 and 2021 $ 155.05 21,429 $ 155.05 21,429 Stock-based compensation recognized under this plan amounted to $ 573,588 and $ 1,776,579 respectively for the three and nine-month periods ended December 31, 2022. Stock-based compensation expenses of $ 618,162 and $ 1,863,558 were recognized for three and nine-month periods ended December 31, 2021 respectively. Unrecognized compensation cost at December 31, 2022 is $ 9,484,197 with a weighted average period remaining of 6.76 years (2021 - $ 12,610,370 with a weighted average period remaining of 7.76 years). (b) Deferred Share Units and Restricted Share Units: The Company has established an equity incentive plan for employees, directors and consultants of the Company. The plan provides for the issuance of restricted share units, performance share units, restricted shares, deferred share units and other share-based awards, subject to restricted conditions as may be determined by the Board of Directors. Upon fulfillment of the restricted conditions, as the case may be, the plan provides for settlement of the awards outstanding through shares. (i) Deferred Share Units ("DSUs") The number and weighted average share prices of DSUs are as follows: 2022 2021 Weighted Weighted average average share Number of share Number of Notes price DSUs price DSUs DSUs outstanding at April 1, 2022 and 2021 $ 66.45 4,308 $ 63.00 1,202 DSUs outstanding at December 31, 2022 and 2021 $ 66.45 4,308 $ 19.00 4,308 DSUs exercisable at December 31, 2022 and 2021 $ 66.45 4,308 $ 48.18 1,976 Of the 4,308 DSUs outstanding as at December 31, 2022 (2021 – 4,308 ), 1,555 DSUs vested during the nine-month period ended December 31, 2021 upon services to be rendered during a period of twelve months from date of grant (2021 – 1,108 ). The fair value of the DSUs is determined to be the share price at the date of grant and is recognized as stock-based compensation, through additional paid-in capital, over the vesting period. Stock-based compensation recognized under this plan amounted to $ — and $ 13,025 respectively for the three and nine-month periods ended December 31, 2022. Stock-based compensation expenses of $ 23,928 and $ 29,235 were recognized for three and nine-month periods ended December 31, 2021 respectively. (ii) Restricted Share Units (‘’RSUs’’) During the year ended March 31, 2020, as part of the employment agreement of the CEO, the Company granted RSUs which vest over three years in 36 equal instalments. During the year ended March 31, 2021, Neptune granted additional RSUs to the CEO and to executives of the Company, which vest over periods ranging from 6 months to 3 years. The fair value of the RSUs is determined to be the share price at the date of grant and is recognized as stock-based compensation, through additional paid-in capital, over the vesting period. The fair value of the RSUs granted during the nine-month period ended December 31, 2022 was $ 3.31 per unit. 2022 2021 Weighted Weighted average average share Number of share Number of Notes price RSUs price RSUs RSUs outstanding at April 1st, 2022 and 2021 $ 59.75 25,038 $ 92.08 95,845 Granted 3.31 436,449 — 11,751 Forfeited 19.25 ( 15,606 ) — ( 2,858 ) Released through the issuance of common shares 10(d) 5.60 ( 269,599 ) 155.05 ( 51,095 ) Withheld as payment of withholding taxes 10(d) 5.60 ( 173,493 ) 155.05 ( 27,133 ) RSUs outstanding at December 31, 2022 and 2021 $ 60.04 2,789 $ 148.49 26,510 Stock-based compensation recognized under this plan amounted to $ 132,461 and $ 268,155 respectively for the three and nine-month periods ended December 31, 2022. Stock-based compensation expenses of $ 109,121 and $ 2,459,529 were recognized for three and nine-month periods ended December 31, 2021 respectively. There is no unrecognized compensation cost at December 31, 2022 (2021 - $ 501,720 unrecognized compensation cost with a weighted average remaining life of 0.76 years). On November 14, 2021, the Company and its CEO entered into an agreement pursuant to which the CEO’s existing employment agreement was amended to waive the Company’s obligation to procure directors and officers insurance coverage of up to $ 15 million for the period covering July 1, 2021 to July 31, 2022. The parties agreed that if the Company had successfully completed a strategic partnership prior to December 31, 2021, the CEO would have been entitled to approximately $ 6.9 million in cash and would have been granted fully vested options to purchase 8.5 million shares of the Company’s common stock. As the strategic partnership was not consummated by December 31, 2021, the CEO was entitled to monthly cash payments for an aggregate value of approximately $ 6.9 million or the issuance over time of a fixed amount of fully vested RSUs, at the option of the Company. The balance of the liability accrual to the CEO is $ 8,587 (including withholding taxes) as at December 31, 2022, in trade and other payables. The revaluation of the liability amounted to a loss of $ 110,859 and a gain of $ 3,263,437 respectively for the three and nine-month periods ended December 31, 2022 and were recorded into selling, general and administrative expenses (2021 – nil for both periods). During the three and nine-month periods ended December 31, 2022, settlements in RSUs were of $ 132,681 and $ 1,555,585 respectively. The compensation to be settled in RSUs or if the Company is unable to grant such RSUs, then a combination of cash and vested RSUs with equivalent value, is not reflected in the number of RSUs outstanding above. (c) Long term cash bonus: According to the employment agreement with the CEO, a long-term incentive of $ 15 million is payable if the Company’s US market capitalization is at least $ 1 billion . The Company uses a risk-neutral Monte Carlo simulation to estimate the fair-value of this instrument and recognizes the incentive over the estimated period to reach the market capitalization. As at December 31, 2022, the liability related to this long-term incentive of $ 23,000 ($ 88,688 as at March 31, 2022) is presented in Other liability in the consolidated balance sheets. During the nine-month period ended December 31, 2022, a recovery of $ 65,688 (2021 - a recovery of $ 238,155 ) was recorded in connection with the long-term incentive under selling, general and administrative expenses in the consolidated statement of loss. During the three-month period ended December 31, 2022, the Company recorded a recovery of $ 1,000 (2021 - a recovery of $ 85,468 ). |
Income (Loss) per Share
Income (Loss) per Share | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Income (Loss) per Share | 13. Income ( Loss) per share: The Company presents basic net income per share using the two-class method. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to equity holders and that determines basic net income per share for each class of stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings that would have been available to equity holders. A participating security is defined as a security that may participate in undistributed earnings with shares. The Company’s capital structure includes securities that participate with shares on a one-for-one basis for distribution of dividends. The following classes of warrants are considered participating securities as they are entitled to participate in dividend distributions alongside equity holders for which the two-class method is applied in computing earnings per share: Series A Warrants, Series B Warrants, Series C Warrants, Series D Warrants, Series E Warrants, 2020 Warrants and 2021 Warrants. The Company determines the diluted net income per share by using the more dilutive of the two class-method or the treasury stock method. The issued and unexercised liability and equity classified warrants do not participate in losses of the Company, thus an allocation of losses is not performed when the Company is in a loss position. The effects of options, DSUs, RSUs and warrants are excluded from the calculation of diluted loss per share for periods in which a company sustains a loss. Accordingly, diluted loss per share was the same as basic loss per share, except for the three-month period ended December 31, 2022, because the Company has incurred losses in each of the other periods presented. All outstanding options, DSUs, RSUs and warrants could potentially be dilutive in the future. Three-month periods ended Nine-month periods ended December 31, December 31, December 31, December 31, Net income (loss) attributed to equity holders $ 1,288,110 $( 15,009,015 ) $( 33,893,698 ) $( 43,029,506 ) Less: Undistributed earnings attributed to warrant holders ( 631,070 ) — — — Basic net income (loss) attributed to common shareholders $ 657,040 $( 15,009,015 ) $( 33,893,698 ) $( 43,029,506 ) Dilutive net income (loss) attributed to common shareholders $ 657,040 $( 15,009,015 ) $( 33,893,698 ) $( 43,029,506 ) Basic weighted-average number of common shares outstanding 11,030,838 4,781,190 8,462,761 4,765,762 Effect of dilutive securities Options, RSU's, DSU's 64,129 — — — Dilutive weighted-average number of common shares outstanding 11,094,967 4,781,190 8,462,761 4,765,762 Net income (loss) per share attributable to common shareholders of the Company Basic earnings (loss) per share $ 0.06 $( 3.14 ) $( 4.01 ) $( 9.03 ) Dilutive earnings (loss) per share $ 0.06 $( 3.14 ) $( 4.01 ) $( 9.03 ) The following table summarizes outstanding securities not included in the computation of diluted net income (loss) per share as the effect would have been anti-dilutive for each respective period. Three-month periods ended Nine-month periods ended Securities December 31, December 31, December 31, December 31, Options, RSU's, DSU's 523,752 435,335 587,881 435,335 Warrants 11,236,554 673,784 11,236,554 673,784 |
Fair Value
Fair Value | 9 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 14. Fair-value: The Company uses various methods to estimate the fair value recognized in the consolidated financial statements. The fair value hierarchy reflects the significance of inputs used in determining the fair values: • Level 1 ‒ Unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date; • Level 2 ‒ Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); • Level 3 ‒ Fair value based on valuation techniques which includes inputs related to the asset or liability that are not based on observable market data (unobservable inputs). Financial assets and liabilities measured at fair value on a recurring basis are the assets held for sale, the call option granted to Neptune by Sprout’s non-controlling interest owners of equity (the “Call Option”) and the liability related to warrants. The following table presents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and March 31, 2022: December 31, 2022 Notes Level 1 Level 2 Level 3 Total Liabilities Liability related to warrants 8 $— $— $ 1,444,058 $ 1,444,058 Total $— $— $ 1,444,058 $ 1,444,058 March 31, 2022 Notes Level 1 Level 2 Level 3 Total Liabilities Liability related to warrants 8 $— $— $ 5,570,530 $ 5,570,530 Total $— $— $ 5,570,530 $ 5,570,530 On June 8, 2022, the Company announced a planned divestiture of the Canadian cannabis business and the Company will focus on winding up its cannabis operations pending one or more sales transactions. Following this announcement, the disposal group was first measured based on level 3 inputs, at fair value less cost to sell using market prices for comparative assets, and then based on level 1 inputs during the quarter ended September 30, 2022, as per the ASPA (note 2(d)). On February 10, 2021, Sprout’s other equity interest owners granted Neptune a call option (the "Call Option") to purchase the remaining 49.9 % outstanding equity interests of Sprout, at any time beginning on January 1, 2023 and ending on December 31, 2023. On December 31, 2022 and March 31, 2022 , the Call Option was measured based on level 3 inputs to nil . For the three and nine-month periods ended December 31, 2022 , the Company recorded gains on re-measurement of nil ( 2021 - losses of $ ( 376,753 ) and $ ( 146,138 ) respectively). The liabilities related to warrants were recorded at their fair value using a Black-Scholes pricing model. Warrants are revalued each period end at fair value through profit and loss using level 3 inputs (note 8). The Company has determined that the carrying values of its short-term financial assets and liabilities approximate their fair values given the short-term nature of these instruments. The carrying value of the short-term investment also approximates its fair value given the short-term maturity of the reinvested funds. For variable rate loans and borrowings, the fair value is considered to approximate the carrying amount. The fair value of the fixed rate loans and borrowings and long-term payable is determined by discounting future cash flows using a rate that the Company could obtain for loans with similar terms, conditions and maturity dates. The fair value of these instruments approximates the carrying amounts and was measured using level 3 inputs. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | . Commitments and contingencies: (a) Commitments: (i) On January 31, 2020, Neptune entered into an exclusive license agreement for a specialty ingredient in combination with fish oil products in nutraceutical products for a period of 8 years . Neptune is required to pay royalties on sales for these products. To maintain exclusivity, Neptune must reach annual minimum volumes of sales for the duration of the agreement or make corresponding minimum royalty payments. The total remaining amount of minimum royalties under the license agreement is $ 1,148,564 . Failure to make the minimum royalty payments will solely result in the license granted thereunder becoming non-exclusive. (ii) On March 21, 2019, the Company received a judgment from the Court regarding certain previously disclosed claims made by a corporation controlled by the former CEO against the Company in respect to certain royalty payments alleged to be owed and owing to the former CEO pursuant to the terms of an agreement entered into on February 23, 2001 between Neptune and the former CEO (the “Agreement”). The Court declared that under the terms of the agreement, the Company is required to pay royalties of 1 % of its revenues in semi-annual instalments, for an unlimited period. Based on currently available information, a provision of $ 606,346 for royalty payments has been recognized as of December 31, 2022 ( $ 362,809 as at March 31, 2022). Refer to note 7. (iii) On May 28, 2021, Sprout entered into a license agreement with Moonbug Entertainment Limited (“Moonbug”), pursuant to which it would license certain intellectual property, relating to characters from the children’s entertainment property CoComelon, for use on certain Sprout products through December 31, 2023 in exchange for a royalty on net sales. Sprout is required to make minimum guaranteed annual payments to Moonbug of $ 200,000 over the term of the agreement. The agreement may be extended for an additional three years in exchange for an additional minimum guaranteed annual payment to Moonbug of $ 200,000 over the extended term of the agreement. Royalties payable under the agreement are set off against minimum guaranteed payments made. (b) Contingencies: In the normal course of business, the Company is involved in various claims and legal proceedings, for which the outcomes, inflow or outflow of economic benefits, are uncertain. The most significant of which are ongoing are as follows: (i) In September 2020, Neptune submitted a claim and demand for arbitration against Peter M. Galloway and PMGSL Holdings, LLC (collectively “PMGSL”) in accordance with the SugarLeaf Asset Purchase Agreement (“APA”) dated May 9, 2019 between Neptune, PMGSL, Peter M. Galloway and Neptune Holding USA, Inc. Separately, PMGSL submitted a claim and demand for arbitration against Neptune. The Neptune claims and PMGSL claims have been consolidated into a single arbitration and each are related to the purchase by Neptune of substantially all of the assets of the predecessor entities of PMGSL Holdings, LLC. Neptune is claiming, among other things, breach of contract and negligent misrepresentation by PMGSL in connection with the APA and is seeking, among other things, equitable restitution and any and all damages recoverable under law. PMGSL is claiming, among other things, breach of contract by Neptune and is seeking, among other things, payment of certain compensation contemplated by the APA. A merit hearing in the arbitration started in April 2022 with a further week of testimony from August 1-5, 2022. On June 15, 2022, a one-day hearing took place on Neptune's motion to enforce a settlement agreement reached on April 2021 (which was repudiated by PMGSL in June 2021). Following oral argument on July 7, 2022, that motion was denied. While Neptune believes there is no merit to the claims brought by PMGSL, a judgment in favor of PMGSL may have a material adverse effect on our business and Neptune intends to continue vigorously defending itself. Based on currently available information, a provision of $ 600,000 has been recognized for this case as at December 31, 2022 ($ 600,000 as at March 31, 2022). (ii) On February 4, 2021, the United States House of Representatives Subcommittee on Economic and Consumer Policy, Committee on Oversight and Reform (the “Subcommittee”), published a report, “Baby Foods Are Tainted with Dangerous Levels of Arsenic, Lead, Cadmium, and Mercury” (the “Report”), which stated that, with respect to Sprout, “independent testing of Sprout Organic Foods” has confirmed that their baby foods contain concerning levels of toxic heavy metals.” The Report further stated that after receiving reports alleging high levels of toxic metals in baby foods, the Subcommittee requested information from Sprout but did not receive a response. On February 11, 2021, following the acquisition of a 50.1 % stake in Sprout by Neptune, the Subcommittee contacted Sprout, reiterating its requests for documents and information about toxic heavy metals in Sprout’s baby foods. Sprout provided an initial response to the Subcommittee on February 25, 2021 and is cooperating with the Subcommittee requests . Further, on February 24, 2021, the Office of the Attorney General of the State of New Mexico (“NMAG”) delivered to Sprout a civil investigative demand requesting similar documents and information with regards to the Report and the NMAG’s investigation into possible violations of the False Advertising Act of New Mexico. Sprout is responding to the requests of the NMAG. Since February 2021, several putative consumer class action lawsuits have been brought against Sprout alleging that its products (the “Products”) contain unsafe and undisclosed levels of various naturally occurring heavy metals, namely lead, arsenic, cadmium and mercury. Sprout has denied the allegations in these lawsuits and contends that its baby foods are safe and properly labeled. The claims raised in these lawsuits were brought in the wake of the highly publicized Report. All such putative class actions have since been dismissed. No provision has been recorded in the financial statements for these cases. In addition to the consumer class actions discussed above, Sprout is currently named in three lawsuits (filed in California State Court on June 16, 2021, filed in Hawaii State Court on January 9, 2023 and filed in Nevada Federal Court on March 3, 2023, respectively) alleging some form of personal injury from the ingestion of Sprout’s Products, purportedly due to unsafe and undisclosed levels of various naturally occurring heavy metals. These lawsuits generally allege injuries related to neurological development disorders such as autism spectrum disorder and attention deficit hyperactivity disorder. Sprout denies that its Products contributed to any of these injuries. In addition, the Office of the Attorney General for the District of Columbia (“OAG”) sent a letter to Sprout dated October 1, 2021, similar to letters sent to other baby food manufacturers, alleging potential labeling and marketing misrepresentations and omissions regarding the health and safety of its baby food products, constituting an unlawful trade practice. Sprout has agreed to meet with the OAG and will vigorously defend against the allegations. No provision has been recorded in the financial statements for this matter. These matters may have a material adverse effect on Sprout's financial condition, or results of operations. The outcome of these claims and legal proceedings against the Company cannot be determined with certainty and is subject to future resolution, including the uncertainties of litigation. |
Operating Segments
Operating Segments | 9 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Operating Segments | 16. Operating Segments: The Company measures its performance based on a single segment, which is the consolidated level used in internal management reports that are reviewed by the Company’s Chief Operating Decision Maker. a) Geographical information: Revenue is attributed to geographical locations based on the origin of customers’ location: Three-month periods ended Nine-month periods ended December 31, December 31, December 31, December 31, Canada $ 1,347,700 $ 4,560,116 $ 7,074,759 $ 8,920,392 United States 10,597,392 9,831,143 32,626,483 27,643,347 Other countries 263,816 276,670 766,736 701,330 $ 12,208,908 $ 14,667,929 $ 40,467,978 $ 37,265,069 Long-lived assets of the Company are located in the following geographical location: December 31, March 31, Canada $ 536,905 $ 20,724,674 United States 1,325,762 723,449 Total property, plant and equipment $ 1,862,667 $ 21,448,123 December 31, March 31, Canada $ 1,688,339 $ 2,353,054 United States 15,654,839 19,301,981 Total intangible assets $ 17,343,178 $ 21,655,035 December 31, March 31, Canada $ 2,424,414 $ 2,625,851 United States 11,971,966 19,542,437 Total goodwill $ 14,396,380 $ 22,168,288 b) Revenues The Company derives revenue from the sales of goods which are recognized at a point in time as follows: Three-month periods ended Nine-month periods ended December 31, December 31, December 31, December 31, Nutraceutical products $ 3,541,002 $ 3,927,334 $ 11,844,529 $ 11,168,555 Cannabis and hemp products 23,337 3,516,488 2,740,664 5,659,039 Food and beverages products 8,380,753 6,927,617 25,083,053 19,606,381 Innovation products — ( 344 ) — 68,515 $ 11,945,092 $ 14,371,095 $ 39,668,246 $ 36,502,490 |
Related Parties
Related Parties | 9 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related parties | 17. Related parties: Related party transactions and balances not disclosed elsewhere in these notes of the financial statements are as follows: On November 11, 2019, Neptune announced that the Company entered into a collaboration agreement with International Flavors & Fragrances Inc. (“IFF”) to co-develop hemp-derived products for the mass retail and health and wellness markets. App Connect Service, Inc. (“App Connect”), a company indirectly controlled by Michael Cammarata, CEO and Director of Neptune, is also a party to the agreement to provide related branding strategies and promotional activities. Neptune will be responsible for the marketing and the sales of the products and will receive the amounts from the product sales. Neptune will in turn pay a royalty to IFF and App Connect associated with the sales of the co-developed products. The payment of royalties to App Connect, subject to certain conditions, has been approved by the TSX. During the three and nine-month periods ended December 31, 2022 and 2021, the Company recorded a negligible amount of royalty expense pursuant to the co-development contract and no royalties were paid to date. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent event | 18. Subsequent events: On January 13, 2023, Neptune announced that it has closed on a senior secured notes financing (such notes, the "Notes") for gross proceeds of $ 4,000,000 with CCUR Holdings, Inc. and Symbolic Logic, Inc. (collectively, the "Noteholders"). The Notes will mature 12 months from the initial closing and bear interest at a rate of 16.5 % per annum. The notes are secured by the assets of Neptune excluding the assets of Sprout. Interest will be payable in kind on the first 6 monthly payment dates after the initial closing date and thereafter will be payable in cash. Pursuant to the terms of the Notes, the Company also issued to the Noteholders warrants to purchase an aggregate of 850,000 shares of Neptune common stock, with each warrant exercisable for 5 years following the initial issuance at a price of $ 0.53 per common share. On March 9, 2023, the Company entered into a Waiver and First Amendment to the Notes (the "Waiver Agreement"). The Waiver Agreement waives certain administrative, regulatory and financial statement related covenants as further described in the Waiver Agreement as required by the terms of the Notes. The lender has the right to demand immediate repayment in the event of default. Furthermore, in connection with the Waiver Agreement, the Notes were amended to provide that the Purchasers shall be paid an exit fee in the aggregate amount of $ 200,000 , payable as follows: (i) on or prior to May 15, 2023, $ 100,000 and (ii) on the Maturity Date (as defined in the Note Purchase Agreement), $ 100,000 and the interest rate was increased to 24 % for a period extending until the Company meets specified criteria in the Waiver Agreement. On January 25, 2023, Neptune announced that its organic baby food brand subsidiary, Sprout Organics, has entered into an accounts receivable factoring facility with Alterna Capital Solutions, LLC ("Alterna"). The maximum available is $ 5 million. The terms of the agreement include a Funds Usage Fee of prime plus 1 % with a minimum interest rate of 8 % per annum. Alterna was granted a security interest in Sprout's accounts receivable. The agreement will remain in effect for a 12-month period, effective January 23, 2023, and will be automatically renewed. Neptune provided a commercial guaranty in connection with this agreement. |
Significant accounting polici_2
Significant accounting policies (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of consolidation | (a) Basis of consolidation: These consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated from the Company’s consolidated financial statements. On February 10, 2021, Neptune acquired a 50.1 % interest in Sprout Foods, Inc. (“Sprout” or “Sprout Foods”). The accounts of the subsidiary are included in the consolidated financial statements from that date. |
New standards and interpretations not yet adopted | (b) New standards and interpretations not yet adopted: Accounting pronouncements not yet adopted In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which amends ASC Topic 805, Business Combinations, ASU 2021-18 improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the (1) recognition of an acquired contract liability and (2) payment terms and their direct effect on subsequent revenue recognized by the acquirer. ASU 2021-08 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2022. Management has not yet evaluated the impact of this ASU on the Company's consolidated financial statements and the Company does not intend to adopt ASU 2021-18 until its fiscal year beginning April 1, 2023. In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and earlier adoption is permitted beginning in the first quarter of fiscal 2019. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The purpose of this amendment is to create a two-tier rollout of major updates, staggering the effective dates between larger public companies and all other entities. This granted certain classes of companies, including Smaller Reporting Companies (“SRCs”), additional time to implement major FASB standards, including ASU 2016-13. Larger public companies will still have an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are permitted to defer adoption of ASU 2016-13, and its related amendments, until the earlier of fiscal periods beginning after December 15, 2022. The Company will adopt ASU 2016-13 for its fiscal year beginning April 1, 2023, and the Company’s evaluation of the potential impact of adoption is in process. |
Assets held for sale | (c) Assets held for sale: The Company classifies long-lived assets or disposal groups to be sold as assets held for sale in the period in which all of the following conditions are met: management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition of a completed sale within one year; the assets of disposal group are subject to an asset sale and purchase agreement (see notes 2(d)); and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets and liabilities directly associated with assets held for sale are measured at the lower of carrying amount and fair value less costs to sell immediately prior to their classification. Any loss resulting from this measurement is recognized in the period in which the held-for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of the sale. Assets classified as held for sale, and the assets and liabilities included within the disposal group classified as held for sale are presented separately on the face of the balance sheet. Non-current assets that are classified as held for sale are not depreciated. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | December 31, March 31, Raw materials $ 5,154,170 $ 7,920,190 Work in progress — 1,016,916 Finished goods 11,433,593 7,974,690 Supplies and spare parts 355,045 147,610 $ 16,942,808 $ 17,059,406 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Aggregate Amount of Goodwill is Allocated to Each Reporting Unit | The aggregate amount of goodwill is allocated to each reporting unit as follows: December 31, March 31, Biodroga $ 2,424,414 $ 2,625,851 Sprout 11,971,966 19,542,437 $ 14,396,380 $ 22,168,288 |
Liability Related to Warrants (
Liability Related to Warrants (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Changes in Value of Liability Related to Warrants | Changes in the value of the liability related to the warrants for the nine-month period ended December 31, 2022 and 2021 were as follows: Warrants Amount Outstanding as at March 31, 2021 497,355 $ 10,462,137 Revaluation ( 8,853,111 ) Movements in exchange rates 32,916 Outstanding as at December 31, 2021 497,355 1,641,942 Outstanding as at March 31, 2022 1,925,929 $ 5,570,530 Warrants issued during the period 10,308,166 14,156,571 Warrants exercised during the period ( 1,173,970 ) ( 1,769,000 ) Warrants reclassified to equity during the period ( 497,355 ) ( 37,710 ) Revaluation gain ( 16,083,681 ) Movements in exchange rates ( 392,652 ) Outstanding as at December 31, 2022 10,562,770 1,444,058 |
Summary of Outstanding Warrants | The following table provides the relevant information on the outstanding warrants as at December 31, 2022: Reference Date of issuance Number of warrants outstanding Number of warrants exercisable Exercise price Expiry date Series A Warrants March 14, 2022 714,287 714,287 $ 11.20 September 14, 2027 Series B Warrants March 14, 2022 714,287 714,287 $ 11.20 March 14, 2028 Series C Warrants June 23, 2022 771,556 771,556 $ 2.32 June 23, 2027 Series C Warrants June 23, 2022 972,763 972,763 $ 2.32 June 23, 2029 Series D Warrants June 23, 2022 972,763 972,763 $ 2.32 June 24, 2024 Series E Warrants October 11, 2022 6,417,114 6,417,114 $ 1.62 October 11, 2027 10,562,770 10,562,770 $ 3.10 |
Summary of Reconciliation of Changes in Fair Value of Warrants | The derivative warrant liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value for the respective nine-month periods is presented in the following tables: 2020 Warrants 2021 Warrants December 31, December 31, December 31, December 31, Balance - beginning of period $ 309,769 $ 6,174,137 $ 306,704 $ 4,288,000 Warrants reclassified to equity during the period ( 19,058 ) — ( 18,652 ) — Change in fair value to date of transfer to equity ( 279,056 ) ( 5,300,014 ) ( 276,527 ) ( 3,553,097 ) Translation effect ( 11,655 ) 20,701 ( 11,525 ) 12,215 Balance - end of period $— $ 894,824 $— $ 747,118 Series A Warrants Series B Warrants December 31, December 31, December 31, December 31, Balance - beginning of period $ 3,270,816 $— $ 1,683,241 $— Change in fair value ( 3,099,783 ) — ( 1,622,926 ) — Translation effect ( 136,418 ) — ( 59,975 ) — Balance - end of period $ 34,615 $— $ 340 $— Series C Warrants Series D Warrants December 31, December 31, December 31, December 31, Balance - beginning of period $— $— $— $— Warrants issued during the period 4,046,836 — 3,080,121 — Warrants exercised during the period ( 365,224 ) — ( 1,403,776 ) — Change in fair value ( 3,339,370 ) — ( 1,337,675 ) — Translation effect ( 121,760 ) — ( 51,319 ) — Balance - end of period $ 220,482 $— $ 287,351 $— Series E Warrants December 31, December 31, Balance - beginning of period $— $— Warrants issued during the period 7,029,614 — Change in fair value ( 6,128,344 ) — Balance - end of period $ 901,270 $— |
Summary of Fair Value of Derivative Warrant Liabilities Estimated Using Black-Scholes Option Pricing Model | The fair value of the derivative warrant liabilities was estimated using the Black-Scholes option pricing model and based on the following assumptions: 2020 Warrants 2021 Warrants December 31, December 31, December 31, December 31, Share price N/A $ 14.35 N/A $ 14.35 Exercise price N/A $ 78.75 N/A $ 78.75 Dividend yield N/A — N/A — Risk-free interest N/A 1.10 % N/A 1.22 % Remaining contractual life (years) N/A 3.81 N/A 4.64 Expected volatility N/A 80.4 % N/A 79.2 % Series A Warrants Series B Warrants December 31, December 31, December 31, December 31, Share price $ 0.32 $— $ 0.32 $— Exercise price $ 11.20 $— $ 11.20 $— Dividend yield — — — — Risk-free interest 4.02 % — 4.75 % — Remaining contractual life (years) 4.71 — 0.71 — Expected volatility 94.2 % — 135.7 % — Series C Warrants Series D Warrants December 31, June 23, 2022 December 31, June 23, 2022 Share price $ 0.32 $ 2.90 $ 0.32 $ 2.90 Exercise price $ 2.32 $ 2.32 $ 2.32 $ 2.32 Dividend yield — — — — Risk-free interest 4.05 % 3.38 % 4.58 % 3.21 % Remaining contractual life (years) 4.48 5.00 1.48 2.00 Expected volatility 94.1 % 84.0 % 112.4 % 88.7 % Series E Warrants December 31, October 11, 2022 Share price $ 0.32 $ 1.54 Exercise price $ 1.62 $ 1.62 Dividend yield — — Risk-free interest 4.02 % 4.14 % Remaining contractual life (years) 4.78 5.00 Expected volatility 93.6 % 90.4 % |
Loans and Borrowings (Tables)
Loans and Borrowings (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Loans and Borrowings | December 31, March 31, Loans and borrowings: Promissory note originally of $ 10,000,000 and increased to $ 13,000,000 on July 13, 2022, issued by Sprout, guaranteed by the Company and secured through a first-ranking mortgage on all movable current and future, corporeal and incorporeal, and tangible and intangible assets of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing September 30, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal and accrued interest may also be converted, in whole or in part, at any time before February 1, 2024, upon the mutual consent of Sprout, the Company and MSEC, into common shares of the Company. $ 15,261,355 $ 11,648,320 Promissory note of $ 250,000 issued by Sprout on August 26, 2022, guaranteed by the Company and secured by the issued and outstanding capital stock of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing September 30, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal is payable on February 1, 2024 in cash, or, upon the prior consent of the holder, fully or partially in common shares of Neptune at the Company's discretion. 201,428 — Promissory notes totaling $ 550,000 issued by Sprout on November 8, 2022, guaranteed by the Company and secured by the issued and outstanding capital stock of Sprout. The outstanding principal balance bears interest at the rate of 10.0 % per annum, increasing by 1.00 % every three months commencing December 31, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. The principal is payable on February 1, 2024 in cash, or, upon the prior consent of the holder, fully or partially in common shares of Neptune at the Company's discretion. 473,875 — 15,936,658 11,648,320 Less current portion of loans and borrowings — — Loans and borrowings $ 15,936,658 $ 11,648,320 |
Capital and other components _2
Capital and other components of equity (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Warrants | Changes in the value of equity related to the warrants were as follows: December 31, 2022 December 31, 2021 Weighted Weighted average Number of average Number of exercise price warrants exercise price warrants Warrants outstanding at April 1, 2022 and 2021 $ 325.34 176,429 $ 325.34 176,429 Issued 0.0001 645,526 — — Reclassification from liability related to warrants 78.75 497,355 — — Exercised 0.0001 ( 645,526 ) — — Warrants outstanding at December 31, 2022 $ 120.36 673,784 $ 325.34 176,429 Warrants exercisable at December 31, 2022 $ 143.32 673,784 $ 325.34 176,429 Warrants of the Company classified as equity are composed of the following as at December 31, 2022 and March 31, 2022: December 31, 2022 March 31, 2022 Number Number Number Number outstanding exercisable Amount outstanding exercisable Amount Warrants IFF (i) 57,143 57,143 1,630,210 57,143 57,143 1,630,210 Warrants AMI (ii) 119,286 119,286 4,449,680 119,286 119,286 4,449,680 2020 Warrants (iii) 300,926 300,926 19,058 — — — 2021 Warrants (iv) 196,429 196,429 18,652 — — — 673,784 673,784 $ 6,117,600 176,429 176,429 $ 6,079,890 (i) During the year ended March 31, 2020, Neptune granted 57,143 warrants (“Warrants IFF”) with an exercise price of $ 420.00 expiring o n November 7, 2024 . The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. No expense was recognized during the three and nine-month periods ended December 31, 2022 (2021 - $ 25,267 and $ 178,917 respectively) under the research and development expenses. (ii) During the year ended March 31, 2020, Neptune granted 119,286 warrants (“Warrants AMI”) with an exercise price of $ 280.00 with 85,715 expiring on October 3, 2024 and 33,572 expiring on February 5, 2025 . The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. The warrants fully vested in fiscal year ended March 31, 2021 and as such no expense was recognized in relation to those instruments since then. (iii) During the year ended March 31, 2021, Neptune issued a total of 300,926 warrants (“2020 Warrants”) with an exercise price of $ 78.75 expiring on October 22, 2025 . The warrants, issued as part of the Private Placement entered into on October 20, 2020, are exercisable beginning anytime on or after April 22, 2021 until October 22, 2025. Initially classified as liability, the 2020 Warrants which had a fair value of $ 19,058 were reclassified as equity on October 1, 2022 as a result of the change in functional currency. The holders of these warrants will be entitled to participate in dividends and other distributions of assets by the Company to its holders of common shares as though the holder then held common shares. (iv) On February 19, 2021, the Corporation issued 196,429 warrants (“2021 Warrants”) with an exercise price of $ 78.75 expiring on August 19, 2026 . The warrants, issued as part of a Registered Direct Offering entered into on February 17, 2021, are exercisable beginning anytime on or after August 19, 2021 until August 19, 2026. Initially classified as liability, the 2021 Warrants which had a fair value of $ 18,652 were reclassified as equity on October 1, 2022 as a result of the change in functional currency. The holders of these warrants will be entitled to participate in dividends and other distributions of assets by the Company to its holders of common shares as though the holder then held common shares. (g) Common shares issued in connection with debt financing: On July 13, 2022, Neptune issued 372,670 common shares for a value of $ 570,185 in connection with the amendment of the Secured Promissory Notes that were issued by Sprout for the payment of borrowing costs. In connection with this amendment, investment funds managed by MSEC have provided an additional $ 3 million in Secured Promissory Notes to Sprout. On September 9, 2022, Neptune issued 36,765 common shares for a value of $ 75,736 in connection with a new $ 250,000 Secured Promissory Notes that were issued by Sprout, for the payment of borrowing costs. |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Summarized Financial Information of Non-controlling Interest | Summarized statement of loss and comprehensive loss: Three-month period ended Nine-month period ended December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Revenue from contracts with customers $ 8,380,966 $ 6,791,703 $ 24,903,038 $ 19,456,048 Cost of sales ( 7,825,211 ) ( 7,020,841 ) ( 23,748,469 ) ( 19,914,902 ) Selling, general and administrative expenses ( 3,184,805 ) ( 2,185,582 ) ( 9,412,606 ) ( 7,157,115 ) Impairment loss on goodwill and intangible assets — — ( 10,164,000 ) — Finance costs ( 934,685 ) ( 1,184,310 ) ( 2,396,967 ) ( 1,857,471 ) Loss before tax ( 3,563,735 ) ( 3,599,030 ) ( 20,819,004 ) ( 9,473,440 ) Income tax (expense) recovery ( 14,543 ) 50 ( 14,543 ) ( 11,894 ) Net loss ( 3,578,278 ) ( 3,598,980 ) ( 20,833,547 ) ( 9,485,334 ) Total comprehensive loss ( 3,578,278 ) ( 3,598,980 ) ( 20,833,547 ) ( 9,485,334 ) Loss attributable to the subsidiary's non-controlling interest ( 1,785,561 ) ( 1,803,089 ) ( 10,395,940 ) ( 4,752,152 ) Comprehensive loss attributable to the subsidiary's non-controlling interest $( 1,785,561 ) $( 1,795,891 ) $( 10,395,940 ) $( 4,733,182 ) Summarized statement of balance sheets: December 31, March 31, Current assets $ 13,911,380 12,260,375 Non-current assets 28,184,381 39,000,367 Current liabilities 8,010,791 5,991,483 Non-current liabilities 34,454,862 25,362,259 Total equity ( 369,892 ) 19,907,000 Attributable to: Equity holders of the Company $( 2,696,029 ) $ 7,184,923 Non-controlling interest 2,326,137 12,722,077 Summarized statement of cash flow: Three-month period ended Nine-month period ended December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Cash flow used in operating activities $( 1,873,210 ) $( 531,533 ) $( 5,798,310 ) $( 8,605,043 ) Cash flow used in investment activities — ( 55,519 ) — ( 56,765 ) Cash flow from financing activities (1) 1,999,408 859,130 5,249,408 8,831,765 Net increase (decrease) in cash and cash equivalents $ 126,198 $ 272,078 $( 548,902 ) $ 169,957 (1) Cash flow from financing activities is partially provided through intercompany advances. |
Share-based Payment (Tables)
Share-based Payment (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Number and Weighted Average Exercise Prices of Market Performance Options | December 31, 2022 Options outstanding Exercisable options Weighted remaining Weighted Weighted contractual Number of number of average Exercise life options options exercise price outstanding outstanding exercisable price $ 1.55 - $ 1.59 4.63 115,715 19,048 1.55 $ 1.60 - $ 6.07 4.74 114,000 — — $ 6.08 - $ 27.90 3.71 106,431 57,621 25.51 $ 27.91 - $ 42.96 3.55 28,669 10,804 30.23 $ 42.97 - $ 157.38 7.21 58,827 43,646 76.08 423,642 131,119 |
Summary of Number and Weighted Average Share Prices of DSUs | The number and weighted average share prices of DSUs are as follows: 2022 2021 Weighted Weighted average average share Number of share Number of Notes price DSUs price DSUs DSUs outstanding at April 1, 2022 and 2021 $ 66.45 4,308 $ 63.00 1,202 DSUs outstanding at December 31, 2022 and 2021 $ 66.45 4,308 $ 19.00 4,308 DSUs exercisable at December 31, 2022 and 2021 $ 66.45 4,308 $ 48.18 1,976 |
Summary of Number and Weighted Average Share Prices of RSUs | 2022 2021 Weighted Weighted average average share Number of share Number of Notes price RSUs price RSUs RSUs outstanding at April 1st, 2022 and 2021 $ 59.75 25,038 $ 92.08 95,845 Granted 3.31 436,449 — 11,751 Forfeited 19.25 ( 15,606 ) — ( 2,858 ) Released through the issuance of common shares 10(d) 5.60 ( 269,599 ) 155.05 ( 51,095 ) Withheld as payment of withholding taxes 10(d) 5.60 ( 173,493 ) 155.05 ( 27,133 ) RSUs outstanding at December 31, 2022 and 2021 $ 60.04 2,789 $ 148.49 26,510 |
Stock Option Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Plan | The number and weighted average exercise prices of stock options are as follows: 2022 2021 Weighted Weighted average average exercise Number of exercise Number of Notes price options price options Options outstanding at April 1st, 2022 and 2021 $ 37.41 306,321 $ 65.91 121,208 Granted 1.60 229,715 29.97 220,125 Forfeited/Cancelled 16.00 ( 65,361 ) 37.82 ( 86,815 ) Expired 50.71 ( 47,033 ) 90.20 ( 7,143 ) Options outstanding at December 31, 2022 and 2021 $ 18.55 423,642 $ 45.10 247,375 Options exercisable at December 31, 2022 and 2021 $ 39.25 131,119 $ 56.59 98,387 |
Summary of Assumptions Used to Determine Fair Value of Options Granted | Nine-month periods ended Black Sholes assumptions used December 31, December 31, Share price $ 10.50 -$ 155.05 $ 18.20 -$ 155.05 Exercise price $ 10.50 -$ 155.05 $ 19.25 -$ 155.05 Dividend yield nil nil Risk-free interest 0.13 % - 2.04 % 0.13 % - 2.04 % Expected life (years) 3.54 3.47 Expected volatility 53.52 % - 91.94 % 53.52 % - 86.04 % |
Market Performance Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Plan | The number and weighted average exercise prices of market performance options are as follows: 2022 2021 Weighted Weighted average average exercise Number of exercise Number of Notes price options price options Options outstanding at April 1, 2022 and 2021 $ 155.05 157,142 $ 155.05 157,142 Options outstanding at December 31, 2022 and 2021 $ 155.05 157,142 $ 155.05 157,142 Options exercisable at December 31, 2022 and 2021 $ 155.05 21,429 $ 155.05 21,429 |
Income (Loss) per Share (Tables
Income (Loss) per Share (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share Basic and Diluted | Three-month periods ended Nine-month periods ended December 31, December 31, December 31, December 31, Net income (loss) attributed to equity holders $ 1,288,110 $( 15,009,015 ) $( 33,893,698 ) $( 43,029,506 ) Less: Undistributed earnings attributed to warrant holders ( 631,070 ) — — — Basic net income (loss) attributed to common shareholders $ 657,040 $( 15,009,015 ) $( 33,893,698 ) $( 43,029,506 ) Dilutive net income (loss) attributed to common shareholders $ 657,040 $( 15,009,015 ) $( 33,893,698 ) $( 43,029,506 ) Basic weighted-average number of common shares outstanding 11,030,838 4,781,190 8,462,761 4,765,762 Effect of dilutive securities Options, RSU's, DSU's 64,129 — — — Dilutive weighted-average number of common shares outstanding 11,094,967 4,781,190 8,462,761 4,765,762 Net income (loss) per share attributable to common shareholders of the Company Basic earnings (loss) per share $ 0.06 $( 3.14 ) $( 4.01 ) $( 9.03 ) Dilutive earnings (loss) per share $ 0.06 $( 3.14 ) $( 4.01 ) $( 9.03 ) |
Summary of Outstanding Securities not Included in Computation of Diluted Net Income (Loss) Per Share | The following table summarizes outstanding securities not included in the computation of diluted net income (loss) per share as the effect would have been anti-dilutive for each respective period. Three-month periods ended Nine-month periods ended Securities December 31, December 31, December 31, December 31, Options, RSU's, DSU's 523,752 435,335 587,881 435,335 Warrants 11,236,554 673,784 11,236,554 673,784 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and March 31, 2022: December 31, 2022 Notes Level 1 Level 2 Level 3 Total Liabilities Liability related to warrants 8 $— $— $ 1,444,058 $ 1,444,058 Total $— $— $ 1,444,058 $ 1,444,058 March 31, 2022 Notes Level 1 Level 2 Level 3 Total Liabilities Liability related to warrants 8 $— $— $ 5,570,530 $ 5,570,530 Total $— $— $ 5,570,530 $ 5,570,530 |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Revenue Attributed to Geographical Locations | Revenue is attributed to geographical locations based on the origin of customers’ location: Three-month periods ended Nine-month periods ended December 31, December 31, December 31, December 31, Canada $ 1,347,700 $ 4,560,116 $ 7,074,759 $ 8,920,392 United States 10,597,392 9,831,143 32,626,483 27,643,347 Other countries 263,816 276,670 766,736 701,330 $ 12,208,908 $ 14,667,929 $ 40,467,978 $ 37,265,069 |
Summary of Long-Lived Assets by Geographical Location | Long-lived assets of the Company are located in the following geographical location: December 31, March 31, Canada $ 536,905 $ 20,724,674 United States 1,325,762 723,449 Total property, plant and equipment $ 1,862,667 $ 21,448,123 December 31, March 31, Canada $ 1,688,339 $ 2,353,054 United States 15,654,839 19,301,981 Total intangible assets $ 17,343,178 $ 21,655,035 December 31, March 31, Canada $ 2,424,414 $ 2,625,851 United States 11,971,966 19,542,437 Total goodwill $ 14,396,380 $ 22,168,288 |
Summary of Revenue Derived from Sale of Goods | The Company derives revenue from the sales of goods which are recognized at a point in time as follows: Three-month periods ended Nine-month periods ended December 31, December 31, December 31, December 31, Nutraceutical products $ 3,541,002 $ 3,927,334 $ 11,844,529 $ 11,168,555 Cannabis and hemp products 23,337 3,516,488 2,740,664 5,659,039 Food and beverages products 8,380,753 6,927,617 25,083,053 19,606,381 Innovation products — ( 344 ) — 68,515 $ 11,945,092 $ 14,371,095 $ 39,668,246 $ 36,502,490 |
Reporting Entity - Additional I
Reporting Entity - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 13, 2022 | Jun. 09, 2022 | Feb. 10, 2021 | |
Reporting Entity [Line Items] | ||||||||
Common shares issued | 11,778,392 | 11,778,392 | 5,560,829 | |||||
Common stock outstanding | 11,778,392 | 11,778,392 | 5,560,829 | |||||
Net loss | $ 497,451 | $ 16,804,906 | $ 44,289,638 | $ 47,762,688 | $ 84,400,000 | |||
Cash flow from operations | 20,669,892 | 43,820,603 | 54,300,000 | |||||
Accumulated deficit | 357,075,395 | 357,075,395 | $ 323,181,697 | |||||
Cash on hand | $ 3,404,023 | $ 13,158,605 | $ 3,404,023 | $ 13,158,605 | ||||
Pre-Consolidation Shares | ||||||||
Reporting Entity [Line Items] | ||||||||
Common shares issued | 198,000,000 | |||||||
Common stock outstanding | 198,000,000 | |||||||
Post-Consolidation Shares | ||||||||
Reporting Entity [Line Items] | ||||||||
Common shares issued | 5,700,000 | |||||||
Common stock outstanding | 5,700,000 | |||||||
Sprout | ||||||||
Reporting Entity [Line Items] | ||||||||
Acquired interest | 50.10% | 50.10% | 50.10% |
Basis of Preparation - Addition
Basis of Preparation - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Oct. 16, 2022 USD ($) | Oct. 16, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment of asset sale and purchase agreement | $ 3,790,340 | $ 5,150,000 | ||
Assets held for sale | 3,203,557 | |||
Impairment loss | $ 0 | $ (15,346,119) | ||
Canadian Cannabis | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Expected cost to sell Canadian cannabis disposal group asset | $ 586,783 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | Dec. 31, 2022 | Feb. 10, 2021 |
Sprout | ||
Significant Accounting Policies [Line Items] | ||
Acquired interest | 50.10% | 50.10% |
Business Combination - Addition
Business Combination - Additional Information (Details) | Feb. 10, 2021 |
Sprout | |
Business Acquisition [Line Items] | |
Minority ownership percentage | 49.90% |
Business Combination - Summary
Business Combination - Summary of Final Purchase Price Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||
Goodwill | $ 14,396,380 | $ 22,168,288 |
Business Combination - Summar_2
Business Combination - Summary of Final Purchase Price Allocation of Assets Acquired and Liabilities Assumed (Parenthetical) (Details) | Feb. 10, 2021 |
Sprout | |
Business Acquisition [Line Items] | |
Non-controlling interest percentage | 49.90% |
Trade and Other Receivables - S
Trade and Other Receivables - Summary of Trade and Other Receivables (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Receivables [Abstract] | ||
Trade and other receivables | $ 4,919,568 | $ 7,599,584 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,154,170 | $ 7,920,190 |
Work in progress | 1,016,916 | |
Finished goods | 11,433,593 | 7,974,690 |
Supplies and spare parts | 355,045 | 147,610 |
Inventory | $ 16,942,808 | $ 17,059,406 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||||
Impairment losses of inventories | $ 0 | $ 2,996,333 | $ 3,079,997 | $ 2,996,333 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||||
Impairment loss | $ 0 | $ (15,346,119) | |||
Canadian Cannabis | |||||
Property Plant And Equipment [Line Items] | |||||
Impairment charge | $ 1,424,517 | ||||
Cannabis | |||||
Property Plant And Equipment [Line Items] | |||||
Property, plant and equipment impaired | $ 0 | $ 0 | $ 15,346,119 | 2,404,459 | |
Impairment loss | $ 10,243 | ||||
SugarLeaf | |||||
Property Plant And Equipment [Line Items] | |||||
Impairment charge | $ 979,942 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Lessee Lease Description [Line Items] | |||
Operating lease costs | $ 385,800 | $ 563,428 | |
Right-of-use asset | $ 2,144,362 | $ 2,295,263 |
Leases - Summary of Lease Liabi
Leases - Summary of Lease Liabilities Amounts Recognized in Consolidated Balance Sheets (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Leases [Abstract] | ||
Current | $ 489,849 | $ 641,698 |
Non-current | $ 2,229,583 | $ 2,063,421 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Impairment loss on goodwill | $ 7,570,471 | ||
Post tax discount rate | 11% | ||
Business plan duration | 3 years | ||
Operating result growth rate | 3.50% | ||
Sprout | |||
Goodwill [Line Items] | |||
Impairment loss on goodwill | $ 7,570,471 | ||
Impairment charge | $ 0 | $ 2,593,529 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Aggregate Amount of Goodwill is Allocated to Each Reporting Unit (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Goodwill [Line Items] | ||
Goodwill | $ 14,396,380 | $ 22,168,288 |
Biodroga | ||
Goodwill [Line Items] | ||
Goodwill | 2,424,414 | 2,625,851 |
Sprout | ||
Goodwill [Line Items] | ||
Goodwill | $ 11,971,966 | $ 19,542,437 |
Trade and Other Payables - Summ
Trade and Other Payables - Summary of Trade and Other Payables (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Payables [Abstract] | ||
Trade and other payables current | $ 21,984,254 | $ 22,700,849 |
Provisions - Additional Informa
Provisions - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 22, 2023 USD ($) | Oct. 21, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) Instalment | Dec. 31, 2021 USD ($) | Mar. 31, 2019 | Mar. 31, 2022 USD ($) | Mar. 23, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
Annual royalties percentage of sales and other revenue | 1% | ||||||||||
Litigation related to provision for royalty payments | $ 606,346 | $ 606,346 | $ 362,809 | ||||||||
Litigation related to provision for royalty payments increased amount | 64,415 | $ 135,757 | 281,244 | $ 651,229 | |||||||
Litigation related to provision for currency translation adjustments | 9,317 | (6,061) | (37,707) | 3,750 | |||||||
Payments related to litigation provision | $ 7,515 | $ 0 | $ 1,763,991 | ||||||||
Arbitrator's award with fees and cost including applicable interest | $ 1,127,024 | ||||||||||
Settlement agreement date | July 13, 2022 | ||||||||||
Settlement amount | $ 543,774 | ||||||||||
Settlement gain under selling, general and administrative expenses | $ 583,430 | ||||||||||
Litigation settlement description | The settlement was subject to court approval and certification by the court of the class. On March 16, 2023 the settlement offer was accepted and the first payment in the amount of $500,000 was paid on March 22, 2023. Two additional payments of $500,000 each are due 30 days and 60 days after the first payment. The rest is payable either in cash ($2,500,000) or in shares ($2,750,000) at Neptune's election, within 31 days after the Final Approval Order is entered. | ||||||||||
Number of instalments for litigation settlement expense payable | Instalment | 2 | ||||||||||
Litigation settlement expense payable in installment | 500,000 | $ 500,000 | |||||||||
Litigation settlement expense payable in cash | 2,500,000 | 2,500,000 | |||||||||
Litigation settlement expense payable in shares | 2,750,000 | 2,750,000 | |||||||||
Other provisions for legal fees obligations | 730,587 | 730,587 | 155,804 | ||||||||
Litigation settlement balance payable amount | 0 | 0 | |||||||||
Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Litigation settlement amount | $ 500,000 | ||||||||||
PMGSL | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Provision for litigation | 600,000 | 600,000 | 600,000 | ||||||||
Supplier | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Litigation related to provision for currency translation adjustments | $ (12,496) | ||||||||||
Payments related to litigation provision | $ 187,025 | ||||||||||
Corporation and Certain of Current and Former Officers | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Litigation related to provision and expense within selling general administration for royalty payments | $ 4,000,000 | $ 4,000,000 | $ 0 | ||||||||
Corporation and Certain of Current and Former Officers | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Litigation settlement amount | $ 4,250,000 | ||||||||||
Corporation and Certain of Current and Former Officers | Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Litigation settlement amount | $ 4,000,000 |
Liability Related to Warrants -
Liability Related to Warrants - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Oct. 11, 2022 | Oct. 06, 2022 | Jun. 24, 2022 | Jun. 23, 2022 | Aug. 31, 2022 | Dec. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | ||||||
Number of warrants issued | 10,308,166 | |||||
Shares issued during period, shares | 3,208,557 | |||||
Class of warrant or right, number of securities called by warrants or rights | 972,763 | |||||
Combined purchase price for one common share and one warrant | $ 1.87 | |||||
Net proceeds from share issuance | $ 6,000,002 | |||||
Proceeds to liabilities, initial liability | 7,029,614 | |||||
Net proceeds from issuance of common stock | 5,135,002 | |||||
Loss on warrants | $ 1,029,614 | |||||
Proceeds from the issuance of shares and warrants through a Direct Offering | $ 5,000,002 | |||||
Exercise price of warrants | $ 1.62 | $ 2.32 | $ 3.10 | |||
Residual amount allocated | $ (2,126,955) | |||||
Exercise price | $ 1.62 | $ 2.32 | $ 3.10 | |||
Warrants exercised (shares) | 384,446 | |||||
Warrants exercised | $ 1,769,000 | $ 1,769,000 | ||||
Private Placement | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Total issue costs | $ 465,211 | |||||
Maximum [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Number of warrants issued | 6,417,114 | |||||
Common Shares | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Shares issued during period, shares | 1,300,000 | |||||
Number of shares exercisable for common share | 1 | |||||
Total issue costs | $ 865,000 | |||||
Prefunded Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Number of warrants issued | 645,526 | |||||
Exercise price of warrants | $ 0.0001 | |||||
Proceeds from exercise of warrants | $ 65 | |||||
Exercise price | $ 0.0001 | |||||
Series C Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 1,945,526 | 201,207 | ||||
Exercise price of warrants | $ 2.32 | |||||
Warrant exercisable term | 5 years | |||||
Exercise price | $ 2.32 | |||||
Change in fair value of warrant liability | $ (3,339,370) | |||||
Class of warrants or rights for which termination date has been extended | 972,763 | |||||
Extended termination date | 2 years | |||||
Series C Warrants | Black-Scholes Model | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Initial warrant liability | $ 4,046,836 | |||||
Series D warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 1,945,526 | |||||
Exercise price of warrants | $ 2.32 | |||||
Warrant exercisable term | 2 years | |||||
Combined offering price of warrants | $ 2.57 | |||||
Exercise price | $ 2.32 | |||||
Change in fair value of warrant liability | $ (1,337,675) | |||||
Series D warrants | Black-Scholes Model | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Initial warrant liability | $ 3,080,121 |
Liability Related to Warrants_2
Liability Related to Warrants - Summary of Changes in Value of Liability Related to Warrants (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | ||
Number of warrants outstanding, beginning balance | 1,925,929 | 497,355 |
Warrants issued during the period | 10,308,166 | |
Warrants exercised during the period | (1,173,970) | |
Warrants reclassified to equity during the period | (497,355) | |
Number of warrants outstanding, ending balance | 10,562,770 | 497,355 |
Warrants outstanding, beginning balance | $ 5,570,530 | $ 10,462,137 |
Warrants issued during the period | 14,156,571 | |
Warrants exercised during the period | (1,769,000) | |
Warrants reclassified to equity during the period | (37,710) | |
Revaluation gain | (16,083,681) | (8,853,111) |
Movements in exchange rates | (392,652) | 32,916 |
Warrants outstanding, ending balance | $ 1,444,058 | $ 1,641,942 |
Liability Related to Warrants_3
Liability Related to Warrants - Summary of Outstanding Warrants (Details) - $ / shares | 9 Months Ended | |||||
Dec. 31, 2022 | Oct. 11, 2022 | Aug. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Class Of Warrant Or Right [Line Items] | ||||||
Number of warrants outstanding | 10,562,770 | 1,925,929 | 497,355 | 497,355 | ||
Number of warrants exercisable | 10,562,770 | |||||
Exercise price | $ 3.10 | $ 1.62 | $ 2.32 | |||
Series A Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Date of issuance | Mar. 14, 2022 | |||||
Number of warrants outstanding | 714,287 | |||||
Number of warrants exercisable | 714,287 | |||||
Exercise price | $ 11.20 | |||||
Expiry date | Sep. 14, 2027 | |||||
Series B Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Date of issuance | Mar. 14, 2022 | |||||
Number of warrants outstanding | 714,287 | |||||
Number of warrants exercisable | 714,287 | |||||
Exercise price | $ 11.20 | |||||
Expiry date | Mar. 14, 2028 | |||||
Series C Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Date of issuance | Jun. 23, 2022 | |||||
Number of warrants outstanding | 771,556 | |||||
Number of warrants exercisable | 771,556 | |||||
Exercise price | $ 2.32 | |||||
Expiry date | Jun. 23, 2027 | |||||
Series C Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Date of issuance | Jun. 23, 2022 | |||||
Number of warrants outstanding | 972,763 | |||||
Number of warrants exercisable | 972,763 | |||||
Exercise price | $ 2.32 | |||||
Expiry date | Jun. 23, 2029 | |||||
Series D warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Date of issuance | Jun. 23, 2022 | |||||
Number of warrants outstanding | 972,763 | |||||
Number of warrants exercisable | 972,763 | |||||
Exercise price | $ 2.32 | |||||
Expiry date | Jun. 24, 2024 | |||||
Series E Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Date of issuance | Oct. 11, 2022 | |||||
Number of warrants outstanding | 6,417,114 | |||||
Number of warrants exercisable | 6,417,114 | |||||
Exercise price | $ 1.62 | |||||
Expiry date | Oct. 11, 2027 |
Liability Related to Warrants_4
Liability Related to Warrants - Summary of Reconciliation of Changes in Fair Value of Warrants (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | $ 5,570,530 | $ 10,462,137 |
Warrants issued during the period | 14,156,571 | |
Warrants exercised during the period | (1,769,000) | |
Warrants reclassified to equity during the period | 37,710 | |
Warrants outstanding, ending balance | 1,444,058 | 1,641,942 |
2020 Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 309,769 | 6,174,137 |
Warrants reclassified to equity during the period | (19,058) | |
Change in fair value to date of transfer to equity | (279,056) | (5,300,014) |
Translation effect | (11,655) | 20,701 |
Warrants outstanding, ending balance | 894,824 | |
2021 Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 306,704 | 4,288,000 |
Warrants reclassified to equity during the period | (18,652) | |
Change in fair value to date of transfer to equity | (276,527) | (3,553,097) |
Translation effect | (11,525) | 12,215 |
Warrants outstanding, ending balance | $ 747,118 | |
Series A Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 3,270,816 | |
Change in fair value | (3,099,783) | |
Translation effect | (136,418) | |
Warrants outstanding, ending balance | 34,615 | |
Series B Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning balance | 1,683,241 | |
Change in fair value | (1,622,926) | |
Translation effect | (59,975) | |
Warrants outstanding, ending balance | 340 | |
Series C Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants issued during the period | 4,046,836 | |
Warrants exercised during the period | (365,224) | |
Change in fair value | (3,339,370) | |
Translation effect | (121,760) | |
Warrants outstanding, ending balance | 220,482 | |
Series D warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants issued during the period | 3,080,121 | |
Warrants exercised during the period | (1,403,776) | |
Change in fair value | (1,337,675) | |
Translation effect | (51,319) | |
Warrants outstanding, ending balance | 287,351 | |
Series E Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants issued during the period | 7,029,614 | |
Change in fair value | (6,128,344) | |
Warrants outstanding, ending balance | $ 901,270 |
Liability Related to Warrants_5
Liability Related to Warrants - Summary of Fair Value of Derivative Warrant Liabilities Estimated Using Black-Scholes Option Pricing Model (Details) - Black-Scholes Option Pricing Model | Dec. 31, 2022 yr $ / shares | Oct. 11, 2022 | Jun. 23, 2022 | Dec. 31, 2021 yr $ / shares |
2020 Warrants | Share Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 14.35 | |||
2020 Warrants | Exercise Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 78.75 | |||
2020 Warrants | Risk Free Interest | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 1.10 | |||
2020 Warrants | Remaining Contractual Life (Years) | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | yr | 3.81 | |||
2020 Warrants | Expected Volatility | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 80.4 | |||
2021 Warrants | Share Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 14.35 | |||
2021 Warrants | Exercise Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 78.75 | |||
2021 Warrants | Risk Free Interest | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 1.22 | |||
2021 Warrants | Remaining Contractual Life (Years) | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | yr | 4.64 | |||
2021 Warrants | Expected Volatility | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 79.2 | |||
Series A Warrants | Share Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | yr | 0.32 | |||
Series A Warrants | Exercise Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 11.20 | |||
Series A Warrants | Risk Free Interest | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 4.02 | |||
Series A Warrants | Remaining Contractual Life (Years) | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 4.71 | |||
Series A Warrants | Expected Volatility | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 94.2 | |||
Series B Warrants | Share Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | yr | 0.32 | |||
Series B Warrants | Exercise Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 11.20 | |||
Series B Warrants | Risk Free Interest | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 4.75 | |||
Series B Warrants | Remaining Contractual Life (Years) | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 0.71 | |||
Series B Warrants | Expected Volatility | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 135.7 | |||
Series C Warrants | Share Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 0.32 | 2.90 | ||
Series C Warrants | Exercise Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 2.32 | 2.32 | ||
Series C Warrants | Risk Free Interest | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 4.05 | 3.38 | ||
Series C Warrants | Remaining Contractual Life (Years) | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 4.48 | 5 | ||
Series C Warrants | Expected Volatility | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 94.1 | 84 | ||
Series D warrants | Share Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 0.32 | 2.90 | ||
Series D warrants | Exercise Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 2.32 | 2.32 | ||
Series D warrants | Risk Free Interest | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 4.58 | 3.21 | ||
Series D warrants | Remaining Contractual Life (Years) | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 1.48 | 2 | ||
Series D warrants | Expected Volatility | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 112.4 | 88.7 | ||
Series E Warrants | Share Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 0.32 | 1.54 | ||
Series E Warrants | Exercise Price | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 1.62 | 1.62 | ||
Series E Warrants | Risk Free Interest | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 4.02 | 4.14 | ||
Series E Warrants | Remaining Contractual Life (Years) | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 4.78 | 5 | ||
Series E Warrants | Expected Volatility | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, measurement input | 93.6 | 90.4 |
Loans and Borrowings - Summary
Loans and Borrowings - Summary of Loans and Borrowings (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Loans and borrowings: | ||
Total loans and borrowings | $ 15,936,658 | $ 11,648,320 |
Loans and borrowings | 15,936,658 | 11,648,320 |
Promissory Note | ||
Loans and borrowings: | ||
Total loans and borrowings | 15,261,355 | $ 11,648,320 |
Commercial Paper Two | ||
Loans and borrowings: | ||
Total loans and borrowings | 201,428 | |
Commercial Paper Three | ||
Loans and borrowings: | ||
Total loans and borrowings | $ 473,875 |
Loans and Borrowings - Summar_2
Loans and Borrowings - Summary of Loans and Borrowings (Parenthetical) (Details) | 9 Months Ended |
Dec. 31, 2022 USD ($) | |
Promissory Note | |
Debt Instrument [Line Items] | |
Loans and borrowings, interest rate | 10% |
Loans and borrowings, interest rate during every three months | 1% |
Loans and borrowings, interest payable description | The outstanding principal balance bears interest at the rate of 10.0% per annum, increasing by 1.00% every three months commencing September 30, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. |
Promissory Note | Minimum | |
Debt Instrument [Line Items] | |
Loans and borrowings | $ 10,000,000 |
Promissory Note | Maximum | |
Debt Instrument [Line Items] | |
Loans and borrowings | 13,000,000 |
Commercial Paper Two | |
Debt Instrument [Line Items] | |
Loans and borrowings | $ 250,000 |
Loans and borrowings, interest rate | 10% |
Loans and borrowings, interest rate during every three months | 1% |
Loans and borrowings, interest payable description | The outstanding principal balance bears interest at the rate of 10.0% per annum, increasing by 1.00% every three months commencing September 30, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. |
Loans and borrowings, payable date | Feb. 01, 2024 |
Commercial Paper Three | |
Debt Instrument [Line Items] | |
Loans and borrowings | $ 550,000 |
Loans and borrowings, interest rate | 10% |
Loans and borrowings, interest rate during every three months | 1% |
Loans and borrowings, payable date | Feb. 01, 2024 |
Loans and Borrowings - Summar_3
Loans and Borrowings - Summary of Loans and Borrowings - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2022 | Sep. 09, 2022 | Aug. 26, 2022 | Jul. 13, 2022 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | |||||||||
Interest expense | $ 311,679 | $ 252,055 | $ 786,311 | $ 756,888 | |||||
Number of shares issued | 11,778,392 | 11,778,392 | 5,560,829 | ||||||
Common shares issued, value | $ 321,791,727 | $ 321,791,727 | $ 317,051,125 | ||||||
Neptune | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of shares issued | 146,330 | 36,765 | |||||||
Common shares issued, value | $ 96,578 | $ 75,736 | |||||||
Amended Promissory Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Secured Promissory Notes | $ 13,000,000 | ||||||||
Secured Promissory Notes, Interest rate | 10% | ||||||||
Secured Promissory Notes, interest payable description | The $13.0 million of amended Secured Promissory Notes have a 10% interest rate per annum, increasing by 1% per annum every three months during the term of the Secured Promissory Notes. The interest will be compounded and added to the principal amount on a quarterly basis. | ||||||||
Promissory Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Secured Promissory Notes, Interest rate | 10% | 10% | |||||||
Secured Promissory Notes, interest payable description | The outstanding principal balance bears interest at the rate of 10.0% per annum, increasing by 1.00% every three months commencing September 30, 2022. Interest is accrued and added to the principal amount of the loan and is presented net of borrowing costs. | ||||||||
Secured Promissory Note Agreement | Sprout | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional amount committed | $ 550,000 | $ 250,000 | |||||||
Sprout | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of shares issued | 36,765 | 372,670 | |||||||
Common shares issued, value | $ 75,736 | $ 570,185 | |||||||
Sprout | Amended Promissory Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional amount committed | $ 250,000 | $ 3,000,000 | |||||||
Sprout | Promissory Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity date of note | Feb. 01, 2024 |
Capital and Other Components _3
Capital and Other Components of Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Oct. 11, 2022 | Jun. 23, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 09, 2022 | Aug. 31, 2022 | Jul. 13, 2022 | Mar. 31, 2022 | |
Class Of Stock [Line Items] | ||||||||||
Percentage of dividend issued on paid up capital | 5% | |||||||||
Number of shares issued | 11,778,392 | 11,778,392 | 5,560,829 | |||||||
Exercise price of warrants | $ 1.62 | $ 3.10 | $ 3.10 | $ 2.32 | ||||||
Number of warrants issued | 10,308,166 | |||||||||
Proceeds from exercise of warrants | $ 5,000,002 | |||||||||
Common shares issued, value | $ 321,791,727 | $ 321,791,727 | $ 317,051,125 | |||||||
Sprout | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares issued | 36,765 | 372,670 | ||||||||
Common shares issued, value | $ 75,736 | $ 570,185 | ||||||||
Sprout | Amended Promissory Notes | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Additional amount committed | $ 250,000 | $ 3,000,000 | ||||||||
Direct Offering | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Prefund warrant description | Pre-Funded Warrant exercisable for one Common Share. | |||||||||
Exercise price of warrants | $ 0.001 | |||||||||
Proceeds from exercise of warrants | 5,000,002 | |||||||||
Registered Direct Offering Priced At-the-market and Concurrent Private Placement | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceeds from exercise of warrants | $ 6,000,002 | |||||||||
Maximum | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of warrants issued | 6,417,114 | |||||||||
DSUs | Board of Directors | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares issued | 0 | 0 | 0 | 0 | ||||||
RSUs | CEO | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares issued | 269,599 | 51,095 | 269,599 | 51,095 | ||||||
Share issued price per share | $ 5.60 | $ 155.05 | $ 5.60 | $ 155.05 | ||||||
Withholding taxes paid to issuance of RSUs | $ 815,953 | $ 978,699 | ||||||||
Withheld as payment of withholding taxes | 173,493 | 27,133 | 173,493 | 27,133 | ||||||
Restricted Common Shares | Employees | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares issued | 0 | 0 | 0 | 0 | ||||||
Prefunded Warrants | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of warrants issued | 645,526 | |||||||||
Prefunded Warrants | Direct Offering | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceeds from exercise of warrants | $ 65 | |||||||||
Series A Preferred Shares | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares issued | 0 | 0 | ||||||||
Number of shares outstanding | 0 | 0 | ||||||||
Stock Options Exercised | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Share options exercised, shares | 0 | 0 | 0 | 0 |
Capital and Other Components _4
Capital and Other Components of Equity - Summary of Changes in Value of Equity (Details) - $ / shares | 9 Months Ended | |||
Oct. 11, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, Weighted average exercise price | $ 1.62 | $ 3.10 | ||
Number of warrants outstanding, beginning balance | 1,925,929 | 497,355 | ||
Number of warrants issued | 10,308,166 | |||
Number of warrants exercised | 1,173,970 | |||
Number of warrants outstanding, ending balance | 10,562,770 | 497,355 | ||
Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, Weighted average exercise price | $ 325.34 | $ 325.34 | ||
Issued, Weighted average exercise price | 0.0001 | |||
Reclassification from liability related to warrants, Weighted average exercise price | 78.75 | |||
Exercised, Weighted average exercise price | 0.0001 | |||
Warrants outstanding, Weighted average exercise price | 120.36 | 325.34 | ||
Warrants exercisable, Weighted average exercise price | $ 143.32 | $ 325.34 | ||
Number of warrants outstanding, beginning balance | 176,429 | 176,429 | ||
Number of warrants issued | 645,526 | |||
Number of Warrants, Reclassification From Liability Related To Warrants | 497,355 | |||
Number of warrants exercised | (645,526) | |||
Number of warrants outstanding, ending balance | 673,784 | 176,429 | ||
Number of warrants exercisable | 673,784 | 176,429 | 176,429 |
Capital and Other Components _5
Capital and Other Components of Equity - Summary of Warrants (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 10,562,770 | 1,925,929 | 497,355 | 497,355 |
Warrants amount | $ 1,444,058 | $ 5,570,530 | $ 1,641,942 | $ 10,462,137 |
2020 Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants amount | 309,769 | 894,824 | 6,174,137 | |
2021 Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants amount | $ 306,704 | $ 747,118 | $ 4,288,000 | |
Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 673,784 | 176,429 | 176,429 | 176,429 |
Number of warrants exercisable | 673,784 | 176,429 | 176,429 | |
Warrants amount | $ 6,117,600 | $ 6,079,890 | ||
Warrants | Warrants IFF | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 57,143 | 57,143 | ||
Number of warrants exercisable | 57,143 | 57,143 | ||
Warrants amount | $ 1,630,210 | $ 1,630,210 | ||
Warrants | Warrants AMI | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 119,286 | 119,286 | ||
Number of warrants exercisable | 119,286 | 119,286 | ||
Warrants amount | $ 4,449,680 | $ 4,449,680 | ||
Warrants | 2020 Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 300,926 | |||
Number of warrants exercisable | 300,926 | |||
Warrants amount | $ 19,058 | |||
Warrants | 2021 Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 196,429 | |||
Number of warrants exercisable | 196,429 | |||
Warrants amount | $ 18,652 |
Capital and Other Components _6
Capital and Other Components of Equity - Summary of Warrants (Parenthetical) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 19, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Warrants IFF | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of warrants granted | 57,143 | ||||||
Warrants exercise price | $ 420 | ||||||
Warrants expiring date | Nov. 07, 2024 | ||||||
Description of vesting requirements for share-based payment arrangement | The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. | ||||||
Value of warrants recognized as expense during period | $ 0 | $ 25,267 | $ 0 | $ 178,917 | |||
Warrants AMI | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of warrants granted | 119,286 | ||||||
Warrants exercise price | $ 280 | ||||||
Description of vesting requirements for share-based payment arrangement | The warrants, granted in exchange for services to be rendered by non-employees, vest proportionally to the services rendered. | ||||||
Value of warrants recognized as expense during period | $ 0 | ||||||
Warrants AMI | Warrants Expiring on October 3, 2024 | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of warrants granted | 85,715 | ||||||
Warrants expiring date | Oct. 03, 2024 | ||||||
Warrants AMI | Warrants Expiring on February 5, 2025 | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of warrants granted | 33,572 | ||||||
Warrants expiring date | Feb. 05, 2025 | ||||||
2020 Warrants | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of warrants granted | 300,926 | ||||||
Warrants exercise price | $ 78.75 | ||||||
Adjustment for warrants fair value | $ 19,058 | ||||||
2020 Warrants | Warrants Expiring on October 22, 2025 | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrants expiring date | Oct. 22, 2025 | ||||||
2021 Warrants | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of warrants granted | 196,429 | ||||||
Warrants exercise price | $ 78.75 | ||||||
Adjustment for warrants fair value | $ 18,652 | ||||||
2021 Warrants | Warrants Expiring on August 19 2026 | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrants expiring date | Aug. 19, 2026 |
Non-controlling Interest - Summ
Non-controlling Interest - Summarized Statement of Loss and Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Minority Interest [Line Items] | ||||
Revenue from contracts with customers | $ 11,945,092 | $ 14,371,095 | $ 39,668,246 | $ 36,502,490 |
Selling, general and administrative expenses | (8,727,323) | (18,429,528) | (35,188,695) | (49,902,087) |
Finance costs | (1,362,776) | (363,466) | (2,658,305) | (1,180,368) |
Loss before income taxes | (495,438) | (16,804,956) | (44,275,095) | (47,750,794) |
Income tax (expense) recovery | (2,013) | 50 | (14,543) | (11,894) |
Equity holders of the Company | 1,288,110 | (15,009,015) | (33,893,698) | (43,029,506) |
Total comprehensive loss | (728,941) | (16,472,832) | (51,014,769) | (48,147,120) |
Loss attributable to the subsidiary's non-controlling interest | (1,785,561) | (1,795,891) | (10,395,940) | (4,733,182) |
Comprehensive loss attributable to the subsidiary's non-controlling interest | (1,785,561) | (1,795,891) | (10,395,940) | (4,733,182) |
Sprout | ||||
Minority Interest [Line Items] | ||||
Revenue from contracts with customers | 8,380,966 | 6,791,703 | 24,903,038 | 19,456,048 |
Cost of sales | (7,825,211) | (7,020,841) | (23,748,469) | (19,914,902) |
Selling, general and administrative expenses | (3,184,805) | (2,185,582) | (9,412,606) | (7,157,115) |
Impairment loss on goodwill and intangible assets | (10,164,000) | |||
Finance costs | (934,685) | (1,184,310) | (2,396,967) | (1,857,471) |
Loss before income taxes | (3,563,735) | (3,599,030) | (20,819,004) | (9,473,440) |
Income tax (expense) recovery | (14,543) | 50 | (14,543) | (11,894) |
Equity holders of the Company | (3,578,278) | (3,598,980) | (20,833,547) | (9,485,334) |
Total comprehensive loss | (3,578,278) | (3,598,980) | (20,833,547) | (9,485,334) |
Loss attributable to the subsidiary's non-controlling interest | (1,785,561) | (1,803,089) | (10,395,940) | (4,752,152) |
Comprehensive loss attributable to the subsidiary's non-controlling interest | $ (1,785,561) | $ (1,795,891) | $ (10,395,940) | $ (4,733,182) |
Non-controlling Interest - Su_2
Non-controlling Interest - Summarized Statement of Balance Sheets (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 |
Minority Interest [Line Items] | ||||||
Current assets | $ 28,221,601 | $ 37,388,013 | ||||
Current liabilities | 29,855,094 | 30,316,694 | ||||
Total equity | 15,923,853 | $ 15,596,395 | 60,837,599 | $ 94,850,120 | $ 110,284,472 | $ 137,545,309 |
Equity holders of the Company | 13,597,716 | 48,115,522 | ||||
Sprout | ||||||
Minority Interest [Line Items] | ||||||
Current assets | 13,911,380 | 12,260,375 | ||||
Non-current assets | 28,184,381 | 39,000,367 | ||||
Current liabilities | 8,010,791 | 5,991,483 | ||||
Non-current liabilities | 34,454,862 | 25,362,259 | ||||
Total equity | (369,892) | 19,907,000 | ||||
Equity holders of the Company | (2,696,029) | 7,184,923 | ||||
Non-controlling interest | $ 2,326,137 | $ 12,722,077 |
Non-controlling Interest - Su_3
Non-controlling Interest - Summarized Statement of Cash Flow (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Minority Interest [Line Items] | |||||
Cash flow used in operating activities | $ (20,669,892) | $ (43,820,603) | $ (54,300,000) | ||
Cash flow used in investment activities | 2,690,035 | (1,424,641) | |||
Cash flow from financing activities | 12,895,705 | (978,699) | |||
Foreign exchange loss on cash and cash equivalents held in foreign currencies | (238,166) | (454,341) | |||
Net increase (decrease) in cash and cash equivalents | (5,322,318) | (46,678,284) | |||
Sprout | |||||
Minority Interest [Line Items] | |||||
Cash flow used in operating activities | $ (1,873,210) | $ (531,533) | (5,798,310) | (8,605,043) | |
Cash flow used in investment activities | (55,519) | (56,765) | |||
Cash flow from financing activities | 1,999,408 | 859,130 | 5,249,408 | 8,831,765 | |
Net increase (decrease) in cash and cash equivalents | $ 126,198 | $ 272,078 | $ (548,902) | $ 169,957 |
Share-based Payment - Additiona
Share-based Payment - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 14, 2021 USD ($) shares | Jul. 08, 2019 $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Mar. 31, 2021 shares | Mar. 31, 2020 Instalment | Mar. 31, 2022 USD ($) shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation recognized | $ 1,005,455 | $ 1,013,795 | $ 2,832,438 | $ 6,251,713 | |||||
Recovery of stock-based compensation | 110,859 | 0 | $ 3,263,437 | $ 0 | |||||
Unrecognized compensation cost weighted average remaining life | 6 years 9 months 3 days | 7 years 9 months 3 days | |||||||
Long Term Cash Bonus | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation recognized | 1,000 | $ 85,468 | $ 65,688 | $ 238,155 | |||||
Long-term incentive payable | 15,000,000 | ||||||||
Minimum market capitalization | 1,000,000,000 | ||||||||
Liability related to long-term incentive | $ 23,000 | 23,000 | $ 88,688 | ||||||
Non-employees | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation recognized | $ 128,680 | $ 0 | |||||||
Number of options granted | shares | 0 | 114,000 | |||||||
Stock Option Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation recognized | $ 299,406 | $ 162,735 | $ 774,679 | $ 1,598,378 | |||||
Terms and conditions of share based payment | the term of the options cannot exceed ten years and every stock option granted under the stock option plan will be subject to conditions no less restrictive than a minimum vesting period of 18 months and a gradual and equal acquisition of vesting rights at least on a quarterly basis. The Company’s stock-option plan allows the Company to issue a number of stock options not exceeding 15% of the number of common shares issued and outstanding at the time of any grant. The total number of stock options issuable to a single holder cannot exceed 5% of the Company’s total issued and outstanding common shares at the time of the grant, provided that the maximum number of stock options issuable to a single consultant cannot exceed 2% of the Company's total issued and outstanding common shares at the time of the grant. | ||||||||
Percentage of maximum number of stock options can be issued | 15% | ||||||||
Percentage of maximum number of stock options issuable to single holder | 5% | ||||||||
Number of Option Issuable to Single Consultant Percentage of Outstanding Stock Maximum | 2% | ||||||||
Vesting period | 18 months | ||||||||
Unrecognized compensation cost | 399,386 | 1,584,133 | $ 399,386 | $ 1,584,133 | |||||
Unrecognized compensation cost weighted average remaining life | 1 year 10 days | 1 year 3 months 14 days | |||||||
Non-market Performance Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation recognized | $ 0 | $ 99,849 | $ 0 | $ 301,013 | |||||
Expiration date | Jul. 08, 2029 | ||||||||
Description of vesting requirements for share-based payment arrangement | These options vest after the attainment of non-market performance conditions within the following ten years. | ||||||||
Vesting period | 10 years | ||||||||
Number of options vested | shares | 0 | ||||||||
Options exercisable | shares | 0 | 0 | 0 | 0 | |||||
Non-market Performance Options | CEO | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of options granted | shares | 100,000 | ||||||||
Weighted average exercise price | $ / shares | $ 4.43 | ||||||||
Market Performance Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation recognized | $ 573,588 | $ 618,162 | $ 1,776,579 | $ 1,863,558 | |||||
Expiration date | Jul. 08, 2029 | ||||||||
Vesting period | 10 years | ||||||||
Options exercisable | shares | 21,429 | 21,429 | 21,429 | 21,429 | |||||
Unrecognized compensation cost | $ 9,484,197 | $ 12,610,370 | $ 9,484,197 | $ 12,610,370 | |||||
Market Performance Options | CEO | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of options granted | shares | 157,142 | ||||||||
Weighted average exercise price | $ / shares | $ 4.43 | ||||||||
DSUs | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation recognized | $ 0 | $ 23,928 | $ 13,025 | $ 29,235 | |||||
Shares outstanding | shares | 4,308 | 4,308 | 4,308 | 4,308 | 1,202 | 4,308 | |||
Number of other equity instruments exercised or vested in share based payment arrangement upon services to be render 12 months from date of grant | shares | 1,555 | 1,108 | |||||||
RSUs | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation recognized | $ 132,461 | $ 109,121 | $ 268,155 | $ 2,459,529 | |||||
Loss on equity based share awards liability | 110,859 | ||||||||
Vesting period | 3 years | ||||||||
Unrecognized compensation cost | $ 0 | $ 501,720 | $ 0 | $ 501,720 | |||||
Unrecognized compensation cost weighted average remaining life | 9 months 3 days | ||||||||
Shares outstanding | shares | 2,789 | 26,510 | 2,789 | 26,510 | 95,845 | 25,038 | |||
Vesting instalments | Instalment | 36 | ||||||||
Weighted average share price, Granted | $ / shares | $ 3.31 | ||||||||
Maximum insurance coverage | $ 15,000,000 | ||||||||
Cash entitled | $ 6,900,000 | ||||||||
Options to purchase common stock | shares | 8,500,000 | ||||||||
Accrued liability including withholding taxes payable | $ 8,587 | $ 8,587 | |||||||
Gain on revaluation of liability | 3,263,437 | $ 0 | |||||||
Share based compensation, settlement value | $ 132,681 | $ 1,555,585 | |||||||
RSUs | Minimum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 6 months | ||||||||
RSUs | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 3 years |
Share-based Payment - Summary o
Share-based Payment - Summary of Stock Option Plan (Details) - Stock Option Plan - $ / shares | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average exercise price, Options outstanding, Beginning balance | $ 37.41 | $ 65.91 |
Weighted average exercise price, Granted | 1.60 | 29.97 |
Weighted average exercise price, Forfeited/Cancelled | 16 | 37.82 |
Weighted average exercise price, Expired | 50.71 | 90.20 |
Weighted average exercise price, Options outstanding, Ending balance | 18.55 | 45.10 |
Weighted average exercise price, Options exercisable | $ 39.25 | $ 56.59 |
Options outstanding, Beginning balance | 306,321 | 121,208 |
Granted | 229,715 | 220,125 |
Forfeited/Cancelled | (65,361) | (86,815) |
Expired | (47,033) | (7,143) |
Options outstanding , Ending balance | 423,642 | 247,375 |
Options exercisable | 131,119 | 98,387 |
Share-based Payment - Schedule
Share-based Payment - Schedule of Number and Contractual Life of Options (Details) - Stock Option Plan | 9 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of options outstanding | shares | 423,642 |
Weighted number of options exercisable | shares | 131,119 |
$1.55 - $1.59 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range limit | $ 1.55 |
Exercise price, upper range limit | $ 1.59 |
Weighted remaining contractual life outstanding | 4 years 7 months 17 days |
Number of options outstanding | shares | 115,715 |
Weighted number of options exercisable | shares | 19,048 |
Weighted average exercise price | $ 1.55 |
$1.60 - $6.07 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range limit | 1.60 |
Exercise price, upper range limit | $ 6.07 |
Weighted remaining contractual life outstanding | 4 years 8 months 26 days |
Number of options outstanding | shares | 114,000 |
$6.08 - $27.90 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range limit | $ 6.08 |
Exercise price, upper range limit | $ 27.90 |
Weighted remaining contractual life outstanding | 3 years 8 months 15 days |
Number of options outstanding | shares | 106,431 |
Weighted number of options exercisable | shares | 57,621 |
Weighted average exercise price | $ 25.51 |
$27.91 - $42.96 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range limit | 27.91 |
Exercise price, upper range limit | $ 42.96 |
Weighted remaining contractual life outstanding | 3 years 6 months 18 days |
Number of options outstanding | shares | 28,669 |
Weighted number of options exercisable | shares | 10,804 |
Weighted average exercise price | $ 30.23 |
$42.97 - $157.38 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range limit | 42.97 |
Exercise price, upper range limit | $ 157.38 |
Weighted remaining contractual life outstanding | 7 years 2 months 15 days |
Number of options outstanding | shares | 58,827 |
Weighted number of options exercisable | shares | 43,646 |
Weighted average exercise price | $ 76.08 |
Share-based Payment - Summary_2
Share-based Payment - Summary of Assumptions Used to Determine Fair Value of Options Granted (Details) - Stock Option Plan - $ / shares | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise price | $ 19.25 | |
Risk-free interest | 0.13% | 0.13% |
Risk-free interest | 2.04% | 2.04% |
Estimated life (years) | 3 years 6 months 14 days | |
Expected volatility | 53.52% | 53.52% |
Expected volatility | 91.94% | 86.04% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share price | $ 10.50 | $ 18.20 |
Exercise price | 10.50 | |
Estimated life (years) | 3 years 5 months 19 days | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share price | 155.05 | $ 155.05 |
Exercise price | $ 155.05 | $ 155.05 |
Share-based Payment - Summary_3
Share-based Payment - Summary of Number and Weighted Average Exercise Prices of Market Performance Options (Details) - Market Performance Options - $ / shares | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average exercise price, Options outstanding, Beginning balance | $ 155.05 | $ 155.05 |
Weighted average exercise price, Options outstanding, Ending balance | 155.05 | 155.05 |
Weighted average exercise price, Options exercisable | $ 155.05 | $ 155.05 |
Options outstanding, Beginning balance | 157,142 | 157,142 |
Options outstanding , Ending balance | 157,142 | 157,142 |
Options exercisable | 21,429 | 21,429 |
Share-based Payment - Summary_4
Share-based Payment - Summary of Number and Weighted Average Share Prices of DSUs (Details) - DSUs - $ / shares | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average share price, Beginning balance | $ 66.45 | $ 63 |
Weighted average share price, Ending balance | 66.45 | 19 |
Weighted average share price, exercisable | $ 66.45 | $ 48.18 |
Shares outstanding, Beginning balance | 4,308 | 1,202 |
Shares outstanding, Ending balance | 4,308 | 4,308 |
Shares exercisable | 4,308 | 1,976 |
Share-based Payment - Summary_5
Share-based Payment - Summary of Number and Weighted Average Share Prices of RSUs (Details) - RSUs - $ / shares | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average share price, Beginning balance | $ 59.75 | $ 92.08 |
Weighted average share price, Granted | 3.31 | |
Weighted average share price, Forfeited | 19.25 | |
Weighted average share price, Released through the issuance of common shares | 5.60 | 155.05 |
Weighted average share price, Withheld as payment of withholding taxes | 5.60 | 155.05 |
Weighted average share price, Ending balance | $ 60.04 | $ 148.49 |
Shares outstanding, Beginning balance | 25,038 | 95,845 |
Shares outstanding, Granted | 436,449 | 11,751 |
Shares outstanding, Forfeited | (15,606) | (2,858) |
Shares outstanding, Released through the issuance of common shares | (269,599) | (51,095) |
Shares outstanding, Withheld as payment of withholding taxes | (173,493) | (27,133) |
Shares outstanding, Ending balance | 2,789 | 26,510 |
Income (Loss) per Share - Summa
Income (Loss) per Share - Summary of Earnings Per Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) attributed to equity holders | $ 1,288,110 | $ (15,009,015) | $ (33,893,698) | $ (43,029,506) |
Less: Undistributed earnings attributed to warrant holders | (631,070) | |||
Basic net income (loss) attributed to common shareholders | 657,040 | (15,009,015) | (33,893,698) | (43,029,506) |
Dilutive net income (loss) attributed to common shareholders | $ 657,040 | $ (15,009,015) | $ (33,893,698) | $ (43,029,506) |
Basic weighted-average number of common shares outstanding | 11,030,838 | 4,781,190 | 8,462,761 | 4,765,762 |
Dilutive weighted-average number of common shares outstanding | 11,094,967 | 4,781,190 | 8,462,761 | 4,765,762 |
Basic earnings (loss) per share | $ 0.06 | $ (3.14) | $ (4.01) | $ (9.03) |
Dilutive earnings (loss) per share | $ 0.06 | $ (3.14) | $ (4.01) | $ (9.03) |
Options, RSU's, DSU's | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities | $ 64,129 |
Income (Loss) per Share - Sum_2
Income (Loss) per Share - Summary of Outstanding Securities not Included in Computation of Diluted Net Income (Loss) Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Options, RSU's, DSU's | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of outstanding securities not included in computation of diluted net income (loss) per share | 523,752 | 435,335 | 587,881 | 435,335 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of outstanding securities not included in computation of diluted net income (loss) per share | 11,236,554 | 673,784 | 11,236,554 | 673,784 |
Finance Income and Finance Cost
Finance Income and Finance Costs - Summary of Finance Income (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance Income And Finance Costs [Abstract] | |||
Finance income | $ 2,956 | $ 1,440 | $ 10,299 |
Finance Income and Finance Co_2
Finance Income and Finance Costs - Summary of Finance Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance Income And Finance Costs [Abstract] | ||||
Finance costs | $ 1,362,776 | $ 363,466 | $ 2,658,305 | $ 1,180,368 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax (Recovery) Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (expense) recovery | $ 2,013 | $ (50) | $ 14,543 | $ 11,894 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Loss before income taxes | $ (495,438) | $ (16,804,956) | $ (44,275,095) | $ (47,750,794) |
Increase (decrease) resulting from: | ||||
Total tax recovery | $ 2,013 | $ (50) | $ 14,543 | $ 11,894 |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosure - Summary of Changes in Operating Assets and Liabilities (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Trade and other receivables | $ (2,489,793) | $ 2,541,426 |
Prepaid expenses | (798,493) | 2,162,076 |
Inventories | 2,544,635 | 2,720,569 |
Trade and other payables | 1,599,623 | 2,684,869 |
Deferred revenues | (285,006) | (303,765) |
Provisions | 4,550,934 | (1,112,762) |
Changes in operating assets and liabilities | $ (6,543,514) | $ 6,394,409 |
Fair Value - Summary of Financi
Fair Value - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Liabilities | ||
Liability related to warrants | $ 1,444,058 | $ 5,570,530 |
Total | 5,570,530 | |
Level 3 | ||
Liabilities | ||
Liability related to warrants | 1,444,058 | 5,570,530 |
Total | $ 1,444,058 | $ 5,570,530 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Feb. 10, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Gains on re-measurement of financial assets and liabilities measured at fair value | $ 0 | $ (376,753) | $ 0 | $ (146,138) | ||
Measurement of call option. | $ 0 | $ 0 | $ 0 | |||
Sprout Foods Inc [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Minority ownership percentage | 49.90% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 22, 2023 | May 28, 2021 | Jan. 31, 2020 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 23, 2022 | |
Product Liability Contingency [Line Items] | ||||||
Term of minimum annual volume of sales to maintain exclusivity of specialty ingredient | 8 years | |||||
Remaining amount of minimum royalties | $ 1,148,564 | |||||
Arbitrator's award with fees and cost including applicable interest | $ 1,127,024 | |||||
Legal proceeding provisions | $ 600,000 | $ 600,000 | ||||
Subsequent Event | ||||||
Product Liability Contingency [Line Items] | ||||||
Litigation settlement amount | $ 500,000 | |||||
CEO | ||||||
Product Liability Contingency [Line Items] | ||||||
Percentage of royalties payable | 1% | |||||
Provision | $ 606,346 | $ 362,809 | ||||
Moonbug Entertainment Limited | License Agreements | ||||||
Product Liability Contingency [Line Items] | ||||||
Minimum guaranteed payments | $ 200,000 | |||||
Additional minimum guaranteed payments | $ 200,000 | |||||
License agreement expiry date | Dec. 31, 2023 | |||||
Agreement additional extending term | three years | |||||
Sprout Foods, Inc. | ||||||
Product Liability Contingency [Line Items] | ||||||
Equity interest acquired | 50.10% |
Operating Segments - Additional
Operating Segments - Additional Information (Details) | 9 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting Information [Line Items] | |
Number of segment | 1 |
Operating Segments - Summary of
Operating Segments - Summary of Revenue Attributed to Geographical Locations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 12,208,908 | $ 14,667,929 | $ 40,467,978 | $ 37,265,069 |
Canada | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 1,347,700 | 4,560,116 | 7,074,759 | 8,920,392 |
United States | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 10,597,392 | 9,831,143 | 32,626,483 | 27,643,347 |
Other Countries | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 263,816 | $ 276,670 | $ 766,736 | $ 701,330 |
Operating Segments - Summary _2
Operating Segments - Summary of Long-Lived Assets by Geographical Location (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total property, plant and equipment | $ 1,862,667 | $ 21,448,123 |
Total intangible assets | 17,343,178 | 21,655,035 |
Total goodwill | 14,396,380 | 22,168,288 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Total property, plant and equipment | 536,905 | 20,724,674 |
Total intangible assets | 1,688,339 | 2,353,054 |
Total goodwill | 2,424,414 | 2,625,851 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total property, plant and equipment | 1,325,762 | 723,449 |
Total intangible assets | 15,654,839 | 19,301,981 |
Total goodwill | $ 11,971,966 | $ 19,542,437 |
Operating Segments - Summary _3
Operating Segments - Summary of Revenue Derived from Sale of Goods (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from sales net of excise taxes of nil and $643,476 (2021 - $746,870 and $1,127,569) | $ 11,945,092 | $ 14,371,095 | $ 39,668,246 | $ 36,502,490 |
Recognized at a Point in Time | Nutraceutical Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from sales net of excise taxes of nil and $643,476 (2021 - $746,870 and $1,127,569) | 3,541,002 | 3,927,334 | 11,844,529 | 11,168,555 |
Recognized at a Point in Time | Cannabis and Hemp Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from sales net of excise taxes of nil and $643,476 (2021 - $746,870 and $1,127,569) | 23,337 | 3,516,488 | 2,740,664 | 5,659,039 |
Recognized at a Point in Time | Food and Beverage Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from sales net of excise taxes of nil and $643,476 (2021 - $746,870 and $1,127,569) | $ 8,380,753 | 6,927,617 | $ 25,083,053 | 19,606,381 |
Recognized at a Point in Time | Innovation Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from sales net of excise taxes of nil and $643,476 (2021 - $746,870 and $1,127,569) | $ (344) | $ 68,515 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||||
Royalty Expense | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) | 9 Months Ended | |||||||
May 15, 2023 | Mar. 31, 2023 | Mar. 09, 2023 | Jan. 25, 2023 | Jan. 13, 2023 | Dec. 31, 2022 | Oct. 11, 2022 | Aug. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||
Warrants issued during the period | 10,308,166 | |||||||
Exercise price | $ 3.10 | $ 1.62 | $ 2.32 | |||||
Scenario Forecast | Waiver Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Exit fee paid by purchaser | $ 100,000 | $ 100,000 | ||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Gross proceeds from Senir secured notes financing | $ 4,000,000 | |||||||
Senior secured notes financing, Description | The Notes will mature 12 months from the initial closing and bear interest at a rate of 16.5% per annum. | |||||||
Senior secured notes financing, Interest rate | 24% | 16.50% | ||||||
Senior secured notes financing, Payment term | Interest will be payable in kind on the first 6 monthly payment dates after the initial closing date and thereafter will be payable in cash. | |||||||
Warrants issued during the period | 850,000 | |||||||
Warrant Exercisable Term | 5 years | |||||||
Exercise price | $ 0.53 | |||||||
Subsequent Event | Waiver Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Exit fee paid by purchaser | $ 200,000 | |||||||
Subsequent Event | Sprout Organics | Alterna | ||||||||
Subsequent Event [Line Items] | ||||||||
Accounts receivable factoring facility, Maximum amount available | $ 5,000,000 | |||||||
Fund usage fees, Percentage | 1% | |||||||
Accounts receivable factoring facility, Interest rate payable | 8% | |||||||
Accounts receivable factoring facility, Agreement terms | The agreement will remain in effect for a 12-month period, effective January 23, 2023, and will be automatically renewed. |