Cover Page
Cover Page | 3 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | NEPTUNE WELLNESS SOLUTIONS INC. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001401395 |
Amendment Flag | false |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 6,231,968 | $ 8,726,341 | $ 59,836,889 |
Short-term investment | 18,715 | 19,255 | 19,145 |
Trade and other receivables | 6,182,876 | 7,599,584 | 8,667,209 |
Prepaid expenses | 2,865,974 | 3,983,427 | 3,686,851 |
Inventories | 14,056,514 | 17,059,406 | 17,317,423 |
Assets held for sale | 21,834,039 | 0 | |
Total current assets | 51,190,086 | 37,388,013 | 89,527,517 |
Property, plant and equipment | 1,412,323 | 21,448,123 | 37,345,716 |
Operating lease right-of-use assets | 2,046,835 | 2,295,263 | 2,899,199 |
Intangible assets | 21,013,953 | 21,655,035 | 25,956,830 |
Goodwill | 22,093,222 | 22,168,288 | 25,453,372 |
Marketable securities | 150,000 | ||
Other financial assets | 5,615,167 | ||
Total assets | 97,756,419 | 104,954,722 | 186,947,801 |
Current liabilities: | |||
Trade and other payables | 21,296,277 | 22,700,849 | 19,881,995 |
Current portion of operating lease liabilities | 626,928 | 641,698 | 230,016 |
Deferred revenues | 351,551 | 285,004 | 1,989,632 |
Provisions | 1,229,462 | 1,118,613 | 2,245,658 |
Liability related to warrants | 3,167,947 | 5,570,530 | 10,462,137 |
Liabilities directly associated with assets held for sale | 3,537,176 | 0 | |
Total current liabilities | 30,209,341 | 30,316,694 | 34,809,438 |
Operating lease liabilities | 1,873,919 | 2,063,421 | 2,886,940 |
Loans and borrowings | 11,881,589 | 11,648,320 | 11,312,959 |
Other liability | 12,931 | 88,688 | 393,155 |
Total liabilities | 43,977,780 | 44,117,123 | 49,402,492 |
Shareholders' Equity: | |||
Share capital - without par value | 318,921,917 | 317,051,125 | 306,618,482 |
Warrants | 6,079,890 | 6,079,890 | 5,900,973 |
Additional paid-in capital | 56,346,589 | 55,980,367 | 59,625,356 |
Accumulated other comprehensive loss | (10,605,642) | (7,814,163) | (8,567,106) |
Deficit | (327,466,047) | (323,181,697) | (248,209,952) |
Total equity attributable to equity holders of the Corporation | 43,276,707 | 48,115,522 | 115,367,753 |
Non-controlling interest | 10,501,932 | 12,722,077 | 22,177,556 |
Total shareholders' equity | 53,778,639 | 60,837,599 | 137,545,309 |
Commitments and contingencies | |||
Total liabilities and shareholders' equity | $ 97,756,419 | $ 104,954,722 | $ 186,947,801 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Common shares par value | $ 0 | $ 0 | $ 0 |
Common shares issued | 7,614,434 | 5,560,829 | |
Common shares outstanding | 7,614,434 | 5,560,829 | |
Previously Reported [Member] | |||
Common shares issued | 5,554,456 | 4,732,090 | |
Common shares outstanding | 5,554,456 | 4,732,090 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue from sales, net of excise taxes of $641,877 (2021 - $140,620) | $ 15,968,098 | $ 9,821,640 | $ 47,695,828 | $ 34,261,647 |
Royalty revenues | $ 284,189 | $ 236,067 | 1,019,861 | 1,109,678 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | us-gaap:ProductMember, us-gaap:ServiceMember | us-gaap:ProductMember, us-gaap:ServiceMember | ||
Other revenues | $ 19,941 | $ 20,802 | 81,435 | 28,994 |
Total revenues | 16,272,228 | 10,078,509 | 48,797,124 | 35,400,319 |
Cost of sales other than loss on inventories, net of subsidies of nil (2021 - $662,495 ) | (16,086,578) | (12,401,043) | (52,561,404) | (30,964,709) |
Cost of services | 0 | (12,846,937) | ||
Impairment loss on inventories | (3,079,997) | 0 | (3,772,066) | (18,962,254) |
Total Cost of sales | (19,166,575) | (12,401,043) | (56,333,470) | (62,773,900) |
Gross profit (loss) | $ (2,894,347) | $ (2,322,534) | (7,536,346) | (27,373,581) |
Cost, Product and Service [Extensible Enumeration] | us-gaap:ProductMember, us-gaap:ServiceMember | us-gaap:ProductMember, us-gaap:ServiceMember | ||
Research and development expenses | $ (214,687) | $ (259,666) | (880,151) | (1,922,195) |
Selling, general and administrative expenses, net of subsidies of nil (2021 - $64,299 ) | (10,553,734) | (16,014,634) | (60,538,424) | (63,824,118) |
Intangible assets, Accumulated impairment losses | (1,527,000) | |||
Impairment loss related to property, plant and equipment | (815,661) | (529,732) | (14,765,582) | (10,747,692) |
Impairment loss related to right-of-use assets | (107,650) | |||
Impairment loss related to goodwill | (3,288,847) | (26,898,016) | ||
Net gain on sale of assets | 85,002 | 0 | 6,469 | 0 |
Loss from operating activities | (14,393,427) | (19,126,566) | (88,529,881) | (130,873,252) |
Finance income | 1,424 | 7,339 | 7,123 | 825,745 |
Finance costs | (916,522) | (358,116) | (2,143,978) | (1,786,781) |
Loss on issuance of derivatives | (2,126,955) | 0 | ||
Foreign exchange gains (losses) | 1,407,285 | (1,287,387) | (685,708) | (4,051,418) |
Change in revaluation of marketable securities | 0 | (12,212) | (107,203) | 169,216 |
Gain on revaluation of derivatives | 9,523,700 | 1,933,330 | 7,035,118 | 7,974,549 |
Nonoperating income (expense) | 7,888,932 | 282,954 | 4,105,352 | 3,131,311 |
Loss before income tax | (6,504,495) | (18,843,612) | (84,424,529) | (127,741,941) |
Income tax expense | 0 | (12,098) | 0 | 3,477,711 |
Net loss | (6,504,495) | (18,855,710) | (84,424,529) | (124,264,230) |
Other comprehensive (loss) income | ||||
Net change in unrealized foreign currency (losses) gains on translation of net investments in foreign operations (tax effect of nil for both periods) | (2,791,479) | 1,976,562 | 750,248 | 6,737,947 |
Total other comprehensive (loss) income | (2,791,479) | 1,976,562 | 750,248 | 6,737,947 |
Total comprehensive loss | (9,295,974) | (16,879,148) | (83,674,281) | (117,526,283) |
Net loss attributable to: | ||||
Net loss | (4,284,350) | (16,907,628) | (74,971,745) | (123,170,020) |
Non-controlling interest | (2,220,145) | (1,948,082) | (9,452,784) | (1,094,210) |
Net loss | (6,504,495) | (18,855,710) | (84,424,529) | (124,264,230) |
Total comprehensive loss attributable to: | ||||
Equity holders of the Corporation | (7,075,829) | (14,931,066) | (74,218,802) | (116,206,145) |
Non-controlling interest | (2,220,145) | (1,948,082) | (9,455,479) | (1,320,138) |
Total comprehensive loss | $ (9,295,974) | $ (16,879,148) | $ (83,674,281) | $ (117,526,283) |
Basic and diluted loss per share attributable to: | ||||
Equity holders of the Corporation, basic | $ (0.72) | $ (3.56) | $ (15.54) | $ (35.55) |
Equity holders of the Corporation, diluted | (0.72) | (3.56) | (15.54) | (35.55) |
Non-controlling interest, basic | (0.37) | (0.41) | (1.96) | (0.32) |
Non-controlling interest, diluted | (0.37) | (0.41) | (1.96) | (0.32) |
Total loss per share, basic | (1.09) | (3.97) | (17.5) | (35.86) |
Total loss per share, diluted | $ (1.09) | $ (3.97) | $ (17.5) | $ (35.86) |
Weighted average number of common shares, basic | 5,958,266 | 4,744,685 | 4,824,336 | 3,465,059 |
Weighted average number of common shares, diluted | 5,958,266 | 4,744,685 | 4,824,336 | 3,465,059 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||
Excise taxes | $ 641,877 | $ 140,620 | $ 1,877,543 | $ 38,056 |
Subsidies deducted from cost of sales | 0 | 662,495 | 924,644 | 932,483 |
Tax credits and grants | 0 | 12,272 | ||
Subsidies deducted from selling, general and administrative expenses | 0 | 64,299 | 99,840 | 1,431,033 |
Unrealized foreign currency gains, tax effect | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Changes in Equity (Unaudited) - USD ($) | Total | Direct Offering | At-The-Market Offering | Private Placement | Registered Direct Offering Priced At-the-market and Concurrent Private Placement | Share Capital | Share Capital Previously Reported [Member] | Share Capital Direct Offering | Share Capital At-The-Market Offering | Share Capital Private Placement | Share Capital Registered Direct Offering Priced At-the-market and Concurrent Private Placement | Warrants | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Deficit | Equity Attributable to Equity Holders of the Corporation | Equity Attributable to Equity Holders of the Corporation Direct Offering | Equity Attributable to Equity Holders of the Corporation At-The-Market Offering | Equity Attributable to Equity Holders of the Corporation Private Placement | Equity Attributable to Equity Holders of the Corporation Registered Direct Offering Priced At-the-market and Concurrent Private Placement | Equity Attributable to Non-controlling Interest |
Beginning balance at Mar. 31, 2020 | $ 102,962,406 | $ 181,970,882 | $ 3,997,402 | $ 57,565,035 | $ (15,530,981) | $ (125,039,932) | $ 102,962,406 | ||||||||||||||
Beginning balance, shares at Mar. 31, 2020 | 2,838,233 | ||||||||||||||||||||
Net loss for the period | (124,264,230) | (123,170,020) | (123,170,020) | $ (1,094,210) | |||||||||||||||||
Other comprehensive income (loss) for the period | 6,737,947 | 6,963,875 | 6,963,875 | (225,928) | |||||||||||||||||
Total comprehensive loss | (117,526,283) | 6,963,875 | (123,170,020) | (116,206,145) | (1,320,138) | ||||||||||||||||
Contributions by and distribution to equity holders | |||||||||||||||||||||
Share-based payment | 9,885,138 | 9,885,138 | 9,885,138 | ||||||||||||||||||
Warrants in exchange of services rendered by non-employees | 1,903,571 | 1,903,571 | 1,903,571 | ||||||||||||||||||
Share options exercised, shares | 142,909 | ||||||||||||||||||||
Share options exercised | 7,478,960 | $ 10,992,879 | (3,513,919) | 7,478,960 | |||||||||||||||||
DSUs released, shares | 1,381 | ||||||||||||||||||||
DSUs released | $ 98,093 | (98,093) | |||||||||||||||||||
RSUs released, net of withholding taxes, shares | 16,414 | ||||||||||||||||||||
RSUs released, net of withholding taxes | (717,135) | $ 3,402,824 | (4,119,959) | (717,135) | |||||||||||||||||
Restricted shares issued, shares | 850 | ||||||||||||||||||||
Restricted shares issued | $ 92,846 | (92,846) | |||||||||||||||||||
Shares issued during period, shares | 154,619 | 136,389 | 154,619 | 462,963 | 785,715 | ||||||||||||||||
Shares issued during period, amount | $ 12,017,902 | $ 13,069,149 | $ 21,608,448 | $ 45,769,954 | $ 12,017,902 | $ 13,069,149 | $ 21,608,448 | $ 45,769,954 | $ 12,017,902 | $ 13,069,149 | $ 21,608,448 | $ 45,769,954 | |||||||||
Business combinations, shares | 192,617 | ||||||||||||||||||||
Business combinations | 41,093,199 | $ 17,595,505 | 17,595,505 | 23,497,694 | |||||||||||||||||
Total contributions by and distribution to equity holders, shares | 1,893,857 | ||||||||||||||||||||
Total contributions by and distribution to equity holders | 152,109,186 | $ 124,647,600 | 1,903,571 | 2,060,321 | 128,611,492 | 23,497,694 | |||||||||||||||
Ending 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 | |||||||||||||
Ending balance, shares at Mar. 31, 2021 | 4,732,090 | ||||||||||||||||||||
Net loss for the period | (18,855,710) | (16,907,628) | (16,907,628) | (1,948,082) | |||||||||||||||||
Other comprehensive income (loss) for the period | 1,976,562 | 1,976,562 | 1,976,562 | ||||||||||||||||||
Total comprehensive loss | (16,879,148) | 1,976,562 | (16,907,628) | (14,931,066) | (1,948,082) | ||||||||||||||||
Contributions by and distribution to equity holders | |||||||||||||||||||||
Share-based payment | 3,080,269 | 3,080,269 | 3,080,269 | ||||||||||||||||||
Warrants in exchange of services rendered by non-employees | 92,685 | 92,685 | 92,685 | ||||||||||||||||||
RSUs released, net of withholding taxes, shares | 41,660 | ||||||||||||||||||||
RSUs released, net of withholding taxes | (978,697) | $ 4,161,800 | (5,140,497) | (978,697) | |||||||||||||||||
Total contributions by and distribution to equity holders, shares | 41,660 | ||||||||||||||||||||
Total contributions by and distribution to equity holders | 2,194,257 | $ 4,161,800 | 92,685 | (2,060,228) | 2,194,257 | ||||||||||||||||
Ending balance at Jun. 30, 2021 | 122,860,418 | $ 310,780,282 | 5,993,658 | 57,565,128 | (6,590,544) | (265,117,580) | 102,630,944 | 20,229,474 | |||||||||||||
Ending balance, shares at Jun. 30, 2021 | 4,773,750 | ||||||||||||||||||||
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 | (84,424,529) | (74,971,745) | (74,971,745) | (9,452,784) | |||||||||||||||||
Other comprehensive income (loss) for the period | 750,248 | 752,943 | 752,943 | (2,695) | |||||||||||||||||
Total comprehensive loss | (83,674,281) | 752,943 | (74,971,745) | (74,218,802) | (9,455,479) | ||||||||||||||||
Contributions by and distribution to equity holders | |||||||||||||||||||||
Share-based payment | 7,816,845 | 7,816,845 | 7,816,845 | ||||||||||||||||||
Warrants in exchange of services rendered by non-employees | 178,917 | 178,917 | 178,917 | ||||||||||||||||||
RSUs released, net of withholding taxes, shares | 108,079 | ||||||||||||||||||||
RSUs released, net of withholding taxes | (1,411,515) | $ 10,050,319 | (11,461,834) | (1,411,515) | |||||||||||||||||
Shares issued during period, shares | 714,287 | ||||||||||||||||||||
Shares issued during period, amount | $ 382,324 | $ 382,324 | $ 382,324 | ||||||||||||||||||
Total contributions by and distribution to equity holders, shares | 822,366 | ||||||||||||||||||||
Total contributions by and distribution to equity holders | 6,966,571 | $ 10,432,643 | 178,917 | (3,644,989) | 6,966,571 | ||||||||||||||||
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 | 5,554,456 | |||||||||||||||||||
Net loss for the period | (6,504,495) | (4,284,350) | (4,284,350) | (2,220,145) | |||||||||||||||||
Other comprehensive income (loss) for the period | (2,791,479) | (2,791,479) | (2,791,479) | ||||||||||||||||||
Total comprehensive loss | (9,295,974) | (2,791,479) | (4,284,350) | (7,075,829) | (2,220,145) | ||||||||||||||||
Contributions by and distribution to equity holders | |||||||||||||||||||||
Share-based payment | 2,706,153 | 2,706,153 | 2,706,153 | ||||||||||||||||||
RSUs released, net of withholding taxes, shares | 108,079 | ||||||||||||||||||||
RSUs released, net of withholding taxes | (469,139) | $ 1,870,792 | (2,339,931) | (469,139) | |||||||||||||||||
Shares issued during period, shares | 1,945,526 | ||||||||||||||||||||
Total contributions by and distribution to equity holders, shares | 2,053,605 | ||||||||||||||||||||
Total contributions by and distribution to equity holders | 2,237,014 | $ 1,870,792 | 366,222 | 2,237,014 | |||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 53,778,639 | $ 318,921,917 | $ 6,079,890 | $ 56,346,589 | $ (10,605,642) | $ (327,466,047) | $ 43,276,707 | $ 10,501,932 | |||||||||||||
Ending balance, shares at Jun. 30, 2022 | 7,614,434 |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (6,504,495) | $ (18,855,710) | $ (84,424,529) | $ (124,264,230) |
Adjustments: | ||||
Depreciation of property, plant and equipment | 401,548 | 755,675 | 2,723,751 | 3,961,317 |
Non-cash lease expense | 157,881 | 96,290 | 710,984 | 320,669 |
Changes in operating assets and liabilities | (828,526) | (4,424,058) | (3,163,414) | (13,811,460) |
Amortization of intangible assets | 479,209 | 491,565 | 3,356,728 | 15,100,717 |
Share-based payment | 2,706,153 | 3,080,269 | 7,816,845 | 9,885,138 |
Impairment loss on goodwill | 3,288,847 | 26,898,016 | ||
Income taxes paid | 0 | (12,098) | ||
Impairment loss on inventories | 3,079,997 | 0 | 3,772,066 | 18,962,254 |
Expected credit losses | 15,000 | 37,485 | 1,675,390 | 6,995,747 |
Non-employee compensation related to warrants | 0 | 92,685 | 178,917 | 1,903,571 |
Loss on issuance of derivatives | 2,126,955 | 0 | ||
Net finance expense | 915,098 | 350,777 | 2,136,855 | 961,036 |
Unrealized foreign exchange (gain) loss | (137,909) | 868,195 | (117,297) | (1,794,737) |
Change in revaluation of marketable securities | 0 | 12,212 | 107,203 | (169,216) |
Interest received | 0 | 5,303 | 8,649 | 37,911 |
Interest paid | 0 | (302,781) | (970,900) | (689,574) |
Revaluation of derivatives | (9,523,700) | (1,933,330) | (7,035,118) | (7,974,549) |
Impairment loss on property, plant and equipment | 815,661 | 529,732 | 14,765,582 | 10,747,692 |
Impairment loss on right-of-use assets | 107,650 | |||
Impairment loss on intangibles | 1,527,000 | |||
Payment of lease liabilities | 0 | (74,304) | (703,686) | (343,064) |
Income tax expense | 0 | 12,098 | 0 | (3,477,711) |
Net gains from sale of property, plant and equipment | (85,002) | 0 | 0 | (2,635) |
Net cash used in operating activities | (7,197,791) | (19,269,995) | (54,346,127) | (56,645,458) |
Cash flows from investing activities: | ||||
Maturity of previously restricted short-term investments | 0 | 9,037 | ||
Acquisition of a subsidiary, net of cash acquired | 0 | (3,137,242) | ||
Acquisition of property, plant and equipment | 0 | (470,408) | (1,938,870) | (6,618,016) |
Acquisition of intangible assets | 0 | (73,679) | (432,714) | (389,784) |
Proceeds from sale of property, plant and equipment | 0 | 14,503 | ||
Sales of Acasti shares | 44,360 | 0 | ||
Net cash used in investing activities: | 0 | (544,087) | (2,327,224) | (10,121,502) |
Cash flows from financing activities: | ||||
Repayment of loans and borrowings | 0 | (2,457,839) | ||
Withholding taxes paid pursuant to the settlement of non-treasury RSUs | 0 | (978,697) | (1,411,515) | (717,135) |
Issuance of shares and warrants costs | (465,211) | 0 | (636,847) | (6,174,452) |
Proceeds from exercise of options and pre-funded warrants | 65 | 0 | 650 | 7,478,960 |
Net cash provided by (used in) financing activities: | 4,534,856 | (978,697) | 5,952,288 | 115,000,959 |
Foreign exchange loss on cash and cash equivalents | 168,562 | 132,415 | (389,485) | (185,672) |
Net decrease in cash and cash equivalents | (2,494,373) | (20,660,364) | (51,110,548) | 48,048,327 |
Cash and cash equivalents, beginning of period | 8,726,341 | 59,836,889 | 59,836,889 | 11,788,562 |
Cash and cash equivalents as at June 30, 2022 and 2021 | 6,231,968 | 39,176,525 | 8,726,341 | 59,836,889 |
Cash and cash equivalents is comprised of: | ||||
Cash and cash equivalents | 6,231,968 | 39,176,525 | 8,726,341 | 59,836,889 |
At-The-Market Offering | ||||
Cash flows from financing activities: | ||||
Net proceeds from share issuance | 0 | 13,736,868 | ||
Direct Offering | ||||
Cash flows from financing activities: | ||||
Proceeds from the issuance of shares and warrants through a Direct Offering | $ 5,000,002 | $ 0 | 8,000,000 | 12,833,713 |
Private Placement | ||||
Cash flows from financing activities: | ||||
Proceeds from the issuance of shares and warrants through a Direct Offering | 0 | 35,300,844 | ||
Registered Direct Offering Priced At-the-market and Concurrent Private Placement | ||||
Cash flows from financing activities: | ||||
Proceeds from the issuance of shares and warrants through a Direct Offering | $ 0 | $ 55,000,000 |
Reporting Entity
Reporting Entity | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Reporting Entity [Abstract] | ||
Reporting entity | 1. Reporting entity: Neptune Wellness Solutions Inc. (the “Corporation” or “Neptune”) is incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)). The Corporation is domiciled in Canada and its registered office is located at 100-545 Neptune is a diversified and fully integrated health and wellness company. Through its flagship consumer-facing brands, Neptune Wellness, Forest Remedies ™ ® ™ ™ ® ® ® 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) planned divestiture of the Canadian cannabis business and (2) a realignment of focus and operational resources toward increasing the value of Neptune’s consumer products business. Refer to note 2(d). Share consolidation and delisting from TSX On June 9, 2022, Neptune announced the completion of the Corporation’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 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 Corporation’s listing on the Nasdaq Capital Market (“Nasdaq”). Neptune’s common shares will be delisted from the TSX at the close of trading on August 15, 2022. Going concern These condensed consolidated interim financial statements have been prepared on a going concern basis, which presumes that the Corporation will continue realizing its assets and discharging its liabilities in the normal course of business for the foreseeable future. The Corporation has incurred significant operating losses and negative cash flows from operations since inception. To date, the Corporation has financed its operations through the public offering and private placement of Common Shares, units consisting of Common Shares and warrants, and convertible debt, the proceeds from research grants and research tax credits, and the exercises of warrants, rights and options. For the three-month period ended June 30, 2022, the Corporation incurred a net loss of $ million and negative cash flows from operations of $ million, and had an accumulated deficit of $ million as at June , . For the year ended March , , the Corporation incurred a net loss of $ million and negative cash flows from operations of $ million. Furthermore, as at June , , the Corporation’s current liabilities and expected level of expenses for the next months exceed cash on hand of $ million. The Corporation currently has committed sources of financing available. As of the date these financial statements are authorized for issuance, the Corporation is required to actively manage its liquidity and expenses. The Corporation currently has minimal available cash balances. Payables are now in excess of available cash balances and payments of payables are not being made as the amounts become due for certain suppliers. As of the date these financial statements are authorized for issuance, the cash balance is expected to be sufficient to operate the business for only the next two to three months under the current business plan. The Corporation requires funding in the very near term in order to continue its operations. If the Corporation is unable to obtain funding in the upcoming days, it may have to liquidate its assets. These conditions cast substantial doubt about the Corporation’s ability to continue as a going concern. Going forward, the Corporation will seek additional financing in various forms as part of its plan to have the right funding structure in place. To achieve the objectives of its business plan, Neptune plans to raise the necessary funds through additional financings and the establishment of strategic alliances as well as additional research grants and research tax credits. While the Corporation has limited debt, all of which is subordinated, assets available for financing include real estate, accounts receivable and inventories. The ability of the Corporation to complete the needed financing and ultimately achieve profitable operations is dependent on a number of factors outside of the Corporation’s control. The Corporation’s business plan is dependent upon, amongst other things, its ability to achieve and maintain profitability, and continue to obtain adequate ongoing debt and/or equity financing with creditors, officers, directors and stakeholders to finance operations within and beyond the next twelve months. While the Corporation has been successful in obtaining financing from public issuances, private placements, and related parties in the past, there is no certainty as to future financings. Neptune announced on June 8, 2022 the intended divestiture of the cannabis business, which would include the sale of the Mood Ring ™ ™ 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. | 1. Reporting entity: Neptune Wellness Solutions Inc. (the “Corporation” or “Neptune”) is incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)). The Corporation is domiciled in Canada and its registered office is located at 100-545 Neptune is a diversified and fully integrated health and wellness company. Through its flagship consumer-facing brands, Neptune Wellness, Forest Remedies ™ ® ™ ™ ® ® ® Share consolidation On June 9, 2022, Neptune announced the completion of the Corporation’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-Share 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 Going concern These consolidated financial statements have been prepared on a going concern basis, which presumes that the Corporation will continue realizing its assets and discharging its liabilities in the normal course of business for the foreseeable future. The Corporation has incurred significant operating losses and negative cash flows from operations since inception. To date, the Corporation has financed its operations through the public offering and private placement of Common Shares, units consisting of Common Shares and warrants, and convertible debt, the proceeds from research grants and research tax credits, and the exercises of warrants, rights and options. For the year ended March 31, 2022, the Corporation incurred a net loss of $84.4 million and negative cash flows from operations of $54.3 million, and had an accumulated deficit of $323.2 million as at March 31, 2022. Furthermore, as at March 31, 2022, the Corporation’s current liabilities and expected level of expenses for the next twelve months exceed cash on hand of $8.7 million. The Corporation currently has no committed sources of financing available. As of the date these financial statements are authorized for issuance, the Corporation is required to actively manage its liquidity and expenses. The Corporation currently has minimal available cash balances. Payables are now in excess of available cash balances and payments of payables are not being made as the amounts become due for certain suppliers. As of the date these financial statements are authorized for issuance, the cash balance is expected to be sufficient to operate the business for only the next two to three months under the current business plan. The Corporation requires funding in the very near term in order to continue its operations. If the Corporation is unable to obtain funding in the upcoming days, it may have to liquidate its assets. These conditions cast substantial doubt about the Corporation’s ability to continue as a going concern. Going forward, the Corporation will seek additional financing in various forms as part of its plan to have the right funding structure in place. To achieve the objectives of its business plan, Neptune plans to raise the necessary funds through additional financings and the establishment of strategic alliances as well as additional research grants and research tax credits. While the Corporation has limited debt, all of which is subordinated, assets available for financing include real estate, accounts receivable and inventories. The ability of the Corporation to complete the needed financing and ultimately achieve profitable operations is dependent on a number of factors outside of the Corporation’s control. The Corporation’s business plan is dependent upon, amongst other things, its ability to achieve and maintain profitability, and continue to obtain adequate ongoing debt and/or equity financing with creditors, officers, directors and stakeholders to finance operations within and beyond the next twelve months. While the Corporation has been successful in obtaining financing from public issuances, private placements, and related parties in the past, there is no certainty as to future financings. Neptune announced on June 8, 2022 the intended divestiture of the cannabis business, which would include the sale of the Mood Ring ™ ™ On June 23, 2022, Neptune closed an offering with several institutional investors for the purchase and sale of an aggregate of 1,945,526 common shares (including common share equivalents) of the Corporation, and accompanying two series of warrants to purchase up to an aggregate of 2,591,052 common share warrants, at an offering price of $2.57 per share and accompanying warrants in a registered direct offering priced at-the-market These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the going concern basis not be valid. These adjustments could be material. |
Basis of Preparation
Basis of Preparation | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Disclosure Of Basis Of Preparation [Abstract] | ||
Basis of preparation | 2. Basis of preparation: (a) Adoption of U.S. GAAP: As at March 31, 2022, the Corporation has retroactively adopted United States generally accepted accounting principles (“US GAAP”). The consolidated financial statements of the Corporation have been prepared in accordance with US GAAP for all periods presented. Comparative figures, which were previously prepared in accordance with International Financial Reporting Standards (”IFRS”) as issued by the International Accounting Standards Board, have been adjusted as required to be compliant with the Corporation’s accounting policies under US GAAP. (b) Functional and reporting currency: Effective March 31, 2022, the Corporation has changed its reporting currency from Canadian dollars (“CAD”) to U.S. dollars (“USD”). This change in reporting currency has been applied retroactively such that all amounts in the consolidated financial statements of the Corporation and the accompanying notes thereto are expressed in U.S. dollars. References to “$” 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 assets and liabilities at the closing exchange rate in effect at the end of the respective period, revenues, expenses and cash flows at the average exchange rate in effect for the respective period and 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 Corporation’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 re-measurement The functional currency of the Corporation is the Canadian dollars. (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 Corporation 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 • 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 • 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); and • Estimating fair value less costs to sell of assets held for sale (note 2 (d)). (d) Assets and liabilities held for sale: On June 8, 2022, the Company announced a planned divestiture of the Canadian cannabis business and the Corporation will focus on winding up its cannabis operations pending one or more sales transactions. Following this announcement, the Corporation had Canadian cannabis disposal group assets that met the criteria to be classified as held for sale. As at June 30, 2022, all assets and liabilities related to the Canadian cannabis business are now respectively shown under assets held for sale and liabilities directly associated with assets held for sale on Neptune’s balance sheet. Comparative balance sheet amounts have not been reclassified. The disposal group has been measured at fair value less cost to sell using market prices for comparative assets (level 3) and an estimate of disposal costs which resulted in an impairment loss of $815,661 for the three-month period ended June 30, 2022. The Corporation expects that the cannabis disposal group will be sold within the next twelve months through a sale. The following table presents information related to the major classes of assets and liabilities that were classified as held for sale: June 30, Trade and other receivables $ 2,096,537 Prepaid expenses 204,610 Inventories 791,105 Building and building components 15,629,366 Laboratory and plant equipment 3,015,218 Intangible assets 97,203 Assets held for sale $ 21,834,039 Trade and other payables 3,314,508 Deferred revenues 12,928 Provisions 209,740 Liabilities directly associated with assets held for sale $ 3,537,176 | 2. Basis of preparation: (a) Adoption of U.S. GAAP: In the year ended March 31, 2022, the Corporation has retrospectively adopted United States generally accepted accounting principles (“US GAAP”). The consolidated financial statements of the Corporation 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 Corporation’s accounting policies under US GAAP. (b) Functional and reporting currency: Effective March 31, 2022, the Corporation has changed its reporting currency from Canadian dollars (“CAD”) to U.S. dollars (“USD”). This change in reporting currency has been applied retrospectively such that all amounts in the consolidated financial statements of the Corporation 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 assets and liabilities at the closing exchange rate in effect at the end of the respective period, revenues, expenses and cash flows at the average exchange rate in effect for the respective period and 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 Corporation’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 re-measurement (c) Use of estimates: The preparation of the consolidated 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 Corporation 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 • Estimating the lease term of contracts with extension options and termination options; • Estimating the revenue from contracts with customers subject to variable consideration. For the year ended March 31, 2022, the Corporation revised its estimated provision for returns of the cannabis sales as a result of new information and experience with sales returns. The impact of the revised estimate for year ended March 31, 2022 is a reduction of the provision of $1.1 million and an increase in revenue from sales and services; • Estimating the fair value of bonus, options and warrants that are based on market and non-market • 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 (note 4); and • Estimating the litigation provision as it depends upon the outcome of proceedings (note 22). |
Significant accounting policies
Significant accounting policies | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Significant accounting policies | 3. Significant accounting policies: These unaudited Consolidated Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and on a basis consistent with those accounting principles followed by the Corporation and disclosed in note 2 of its Annual Consolidated Financial Statements for the year ended March 31, 2022, except as disclosed in note 3 – Significant accounting policies and should be read in conjunction with and Notes thereto. (a) Basis of consolidation: These consolidated financial statements include the accounts of the Corporation and its subsidiaries in which the Corporation has a controlling financial interest. All intercompany balances and transactions have been eliminated from the Corporation’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 March 2020, the FASB issued ASU 2020-04, In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers acquired contract liability and (2) payment terms and their direct effect on subsequent revenue recognized by the acquirer. ASU 2021-08 The Corporation does not intend to early adopt any of the above amendments. (c) Assets held for sale: The Corporation classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria 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 as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; 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 Assets classified as held for sale, and the assets and liabilities included within a disposal group classified as held for sale are presented separately on the face of the statement of balance sheet. Non-current | 3. Significant accounting policies: (a) Basis of consolidation: These consolidated financial statements include the accounts of the Corporation and its subsidiaries in which the Corporation has a controlling financial interest. All intercompany balances and transactions have been eliminated from the Corporation’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) Business combinations and related goodwill: Business combinations are accounted for using the acquisition method as at the acquisition date when control is transferred. The consideration transferred for the acquisition of a business is the fair value of the assets transferred, and any liability and equity interests issued by the Corporation to the former owners of the acquired business on the date control of the acquired company is obtained. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are generally measured initially at their fair values at the acquisition date. Restructuring, transaction costs other than those associated with the issue of debt or equity securities, and other direct costs of a business combination are not considered part of the business acquisition transaction and are expensed as incurred. The Corporation measures goodwill as the fair value for the consideration transferred less the net recognized amount of the identifiable assets acquired and liabilities assumed, including the recognized amount of any non-controlling (c) Derivative over its own equity: The Corporation has issued liability-classified derivatives over its own equity and has a call option on the non-controlling An embedded derivative is separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. Derivatives and separable embedded derivatives are recognized initially at fair value and attributable transaction costs are expensed as incurred. Subsequent to the initial recognition, derivatives and separable embedded derivatives are measured at fair value and all changes in the fair value are recognized in profit or loss, in the line item “Gain on revaluation of derivatives”. (d) Cash and cash equivalents: The Corporation considers all highly liquid, short-term investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents consist of time deposits with a number of U.S. and non-U.S. (e) Investments: Investments in equity investments in publicly traded companies in which the Corporation does not exercise significant influence are classified as available-for-sale (f) Trade accounts receivable: Trade accounts receivable consist of amounts due from normal business activities. An allowance for current expected credit losses is maintained to reflect credit risk for trade accounts receivable based on a current expected credit loss model which factors in changes in credit quality since the initial recognition of trade accounts receivable based on customer risk categories. Current expected credit losses also consider collection history and specific risks identified on a customer-by-customer (g) Inventories: Inventories are measured at the lower of cost and net realizable value. The cost of finished goods, raw materials, supplies and spare parts is based on the weighted-average cost method. The cost of finished goods and work in progress includes expenditures incurred in acquiring the inventories, production or conversion costs, sub-contractor Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. As necessary, the Corporation records write-downs for excess, slow moving and obsolete inventory. To determine these amounts, the Corporation regularly reviews inventory quantities on hand and compares them to estimates of historical utilization, future product demand, and production requirements. Write-downs of inventories to net realizable value are recorded in cost of sales in the consolidated financial statements. (h) Property, plant and equipment, net: Property, plant and equipment are measured at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditures that are directly attributable to the acquisition of the asset, including all costs incurred in bringing the asset to its present location and condition. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. Depreciation is calculated on the cost of an asset using either a straight-line basis or a declining basis over the estimated useful lives of each item of property, plant and equipment. The estimated useful lives are as follows: Asset Method Period/Rate Building and building components Straight-line 20 to 40 years Laboratory, and plant equipment Straight-line 10 to 20 years Furniture and office equipment Declining balance 20% to 30% Computer equipment Straight-line 2 to 5 years (i) Goodwill and other Intangible assets: (i) Initial recognition: Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Intangible assets with finite lives are carried at cost less accumulated amortization and impairment losses, if any, and are amortized on a straight-line basis over the estimated useful life of the intangible asset. Asset Method Period/Rate Customer relationships (1) Straight-line 10 years Farmer relationships (1) Straight-line 3 years License agreements Straight-line 31 months to 12 years Website and trademarks Straight-line 4 years Tradenames Straight-line 15 years Computer software Straight-line 3 to 5 years (1) During the year ended March 31, 2021, the amortization of customer relationships and farmer relationships, both related to SugarLeaf, was accelerated and those assets were then fully amortized. (ii) Subsequent expenditure: Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditure on internally generated goodwill and brands, are recognized in profit or loss as incurred. (j) Research and development: Research and development expenditures are expensed as incurred. These costs primarily consist of employees’ salaries and benefits related to research and development activities, consultants that conduct the Corporation’s clinical trials, independent auditors and consultants to perform investigation activities on behalf of the Corporation, clinical trial materials, stock-based compensation expense, and other non-clinical (k) Impairment: (i) Long-lived assets: Long-lived assets, such as property, plant, and equipment, and finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Corporation first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Any impairment loss recognized is not reversed in future periods. (ii) Goodwill: Goodwill is assessed for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value. Goodwill is tested for impairment at the reporting unit level, which is the operating segment, or a component, which is one level below that operating segment. Components are aggregated as a single reporting unit if they have similar economic characteristics. Goodwill is tested for impairment when there is a triggering event indicating that the carrying amount may be impaired. When impairment indicators are identified, the Corporation compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value, to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. Any impairment loss recognized is not reversed in future periods. For the purposes of annual impairment testing, the carrying amounts of goodwill are allocated to the reporting units. In conducting its annual impairment test, the Corporation first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Factors considered in a qualitative assessment include, among other things, macroeconomic conditions, industry and market considerations, financial performance of the respective reporting unit and other relevant entity and reporting-unit specific considerations. If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Corporation performs a quantitative assessment. The fair value of the reporting unit is determined by analyzing scenarios of business projections and sensitivities attempting to model various assumptions as to how the revenues and cash flows of the business may evolve depending on factors including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance specific to the reporting unit. The Corporation estimates the fair values of its reporting units based on discounted cash flow (“DCF”) methodology reflecting the latest projections. (l) Revenue: The Corporation’s revenue is comprised of sales of (i) nutraceutical products, (ii) cannabis and hemp products, (iii) food and beverages products, (iv) innovation products and (v) processing services. Payment terms are short-term in nature and are generally less than one year. In addition, if the good is transferred and payment is received within one year, the Company does not determine significant financing components. Sale of products: The Corporation’s revenue-generating activities from the sale of products in the course of ordinary activities are recognized at a point in time when control of the products is transferred to the customer and the Corporation’s obligations have been fulfilled. The Corporation transfers control generally on shipment of the goods or in some cases, upon reception by the customer. Revenue is measured as the amount of consideration the Corporation expects to receive in exchange for the Corporation’s product as specified in the customer contract. Certain of the Corporation’s customer contracts, most notably those with the Canadian provincial and territorial agencies, may provide the customer with a right of return. In certain circumstances, the Corporation may also provide a retrospective price adjustment to a customer. These items give rise to variable consideration, which is recognized as a reduction of the transaction price based upon the expected amounts of the product returns and price adjustments at the time revenue for the corresponding product sale is recognized. The determination of the reduction of the transaction price for variable consideration requires that the Corporation make certain estimates and assumptions that affect the timing and amounts of revenue recognized. The Corporation estimates this variable consideration by taking into account factors such as historical information, current trends, forecasts, provincial and territorial inventory levels, availability of actual results and expectations of demand. The Corporation recognizes a liability for sales refunds within other current liabilities with a corresponding decrease in revenues. Furthermore, the Corporation recognizes an asset for the value of inventory which is expected to be returned within prepaid expenses and other assets on the consolidated balance sheets with a corresponding reduction of cost of sale. Processing services: The Corporation is involved in the extraction, purification and formulation of health and wellness products. Revenue earned on processing services is recognized as the services are rendered in accordance with contractual terms, recovery of the consideration is probable and the amount of revenue can be measured reliably. The Corporation recognizes revenue from processing services in proportion to the stage of completion of the service at the reporting date. The stage of completion is assessed based on surveys of work performed. All related production costs are expensed as incurred. Royalty revenues: Royalties are earned under the terms of the applicable agreement and are recognized when it is probable that the economic benefits associated with the transaction will be received and the amount can be measured reliably. Principal versus agent arrangements: The Corporation may be involved with other parties, including suppliers of products, in providing goods or services to a customer when it enters into revenue transactions for the sale of products that it does not manufacture. In these instances, the Corporation must determine whether it is a principal in these transactions by evaluating the nature of its promise to the customer. The Corporation is a principal and records revenue on a gross basis if it controls a promised good before transferring that good to the customer. On the other hand, the Corporation records revenue as the net amount when it does not meet the criteria to be considered a principal. (m) Cost of revenue: Cost of revenue includes all costs directly related to the manufacturing of products, including the cost of raw materials, direct labor, packaging, direct production costs, plant overhead, depreciation expense related to manufacturing and corresponding right-of-use also includes the costs relating to warehousing, maintenance, inspection activities, freight and inventory write-downs. (n) Selling, general and administrative expenses: Selling, general and administrative (“SG&A”) expenses include selling and administrative personal costs, sales and marketing expenses, professional fees, depreciation expense related to non-manufacturing non-manufacturing (o) Government grants: Government grants, consisting of grants, subsidies and Quebec provincial investment tax credits, are recorded as a reduction of the related expense or cost of the asset acquired. Government grants are recognized when there is reasonable assurance that the Corporation has met or will meet the requirements of the approved grant program and there is reasonable assurance that the grant will be received. Grants that compensate the Corporation for expenses incurred are recognized in profit or loss in reduction thereof on a systematic basis in the same years in which the expenses are recognized. Grants that compensate the Corporation for the cost of an asset are recognized in profit or loss on a systematic basis over the useful life of the asset. (p) Leases: The Corporation determines if an arrangement is or contains a lease at contract inception and classifies it as either an operating or finance lease. In addition to lease agreements, the Corporation reviews all material contracts that could contain an embedded lease for potential embedded lease obligations. The Corporation recognizes a right-of-use The lease liability is recognized based on the present value of the remaining fixed or in-substance right-of-use Variable lease payments that do not depend on an index or a specified rate are not included in the measurement of lease liabilities but instead are recognized as expenses in the period in which the event or condition that triggers the payment occurs. The lease term for purposes of lease accounting may include options to extend or terminate the lease when it is reasonably certain that the Corporation will exercise that option as of the commencement date of the lease. For operating leases, the lease expense is recognized on a straight-line basis over the lease term as rent expense. For finance leases, the Corporation amortizes the ROU asset on a straight-line basis and records interest expense on the lease liability created at lease commencement over the lease term. After the commencement date, the carrying amount of lease liabilities is increased to reflect the accretion of interest and reduced to reflect lease payments made. In addition, the carrying amount of lease liabilities is remeasured when there is a change in future lease payments arising from a change in an index or specified rate, if there is a modification to the lease terms and conditions, a change in the estimate of the amount expected to be payable under residual value guarantee, or if the Corporation changes its assessment of whether it will exercise a termination, extension or purchase option. The re-measurement right-of-use right-of-use Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets; the Corporation recognizes lease expense for these leases over their lease term. (q) Share-based payment: The Corporation offers a stock option plan, which is further described in Note 16, Share-based payments. For equity-settled awards, the grant date fair value of share-based payment awards is recognized as an expense, with a corresponding increase in equity, over the applicable vesting period of the awards. The grant date fair value takes into consideration market performance conditions when applicable. The Corporation has elected to record awards that vest on multiple instalments as multiple awards, otherwise referred to as graded vesting. For performance-based options issued, the fair value of the instrument is measured at the grant date and expensed over the vesting term when the performance targets are considered probable of being achieved. The Corporation also elected to adjust the amount recognized as an expense to reflect the number of awards for which the related service and non-market non-market Equity based awards, consisting of RSUs, DSUs and cash bonus based on the price of the Corporation common share price, are initially measured based on the fair value of the share-based payment awards at grant date. The cash bonus is remeasured at the end of each reporting period, until settlement. The fair value of the share-based payment transactions is measured using the Black-Scholes model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on the historical volatility), weighted average expected life of the instruments (based on contractual life, tranche vesting term and general option holder behavior), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions, if any, are not taken into account in determining fair value. Certain instruments have a market condition considered in the determination of the fair value of the award. The fair value of those awards considers the market con ition and is determined generally using a Monte Carlo simulation model. (r) Income tax: Income taxes are comprised of current and deferred taxes. These taxes are accounted for using the liability method. Current tax is recognized in connection with income for tax purposes, unrealized tax benefits and the recovery of tax paid in a prior period and measured using the enacted tax rates and laws applicable to the taxation period during which the income for tax purposes arose. Deferred tax is recognized on the difference between the carrying amount of an asset or a liability, as reflected in the financial statements, and the corresponding tax base, used in the computation of income for tax purposes (temporary differences) and measured using the enacted tax rates and laws as at the balance sheet date that are expected to apply to the income that the Corporation expects to arise for tax purposes in the period during which the difference is expected to reverse. Management assesses the likelihood that a deferred tax asset will be realized, and a valuation allowance is provided to the extent that it is more likely than not that all or a portion of a deferred tax asset will not be realized. The determination of both current and deferred taxes reflects the Corporation’s interpretation of the relevant tax rules and judgement. An unrealized tax benefit may arise in connection with a period that has not yet been reviewed by the relevant tax authority. A change in the recognition or measurement of an unrealized tax benefit is reflected in the period during which the change occurs. Income taxes are recognized in the consolidated statement of loss, except when they relate to an item that is recognized in other comprehensive income (loss) or directly in equity, in which case, the taxes are also recognized in other comprehensive income (loss) or directly in equity respectively. Where income taxes arise from the initial accounting for a business combination, these are included in the accounting for the business combination. Interest and penalties in respect of income taxes are not recognized in the consolidated statement of loss as a component of income taxes but as a component of interest expense. (s) Net earnings or loss per share: Basic net earnings or loss per share is calculated by dividing the profit or loss attributable to common shareholders of the Corporation by the weighted average number of common shares outstanding during the period. Diluted net earnings or loss per share is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, for the effects of all dilutive potential common shares, which comprise warrants, share options, deferred share units, restricted share units and restricted shares granted to employees and directors. (t) New standards and interpretations not yet adopted: Accounting pronouncements not yet adopted In March 2020, the FASB issued ASU 2020-04, In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 470-20, Debt with Conversion and Other Options 815-40, accounting models for convertible debt instruments and convertible preferred stock. In addition, the ASU enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share 2020-06 In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 2021-08 The Corporation does not intend to early adopt any of the above amendments. |
Business combination
Business combination | 12 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business combination | 4. Business combination: The Corporation had no business acquisitions for the year ended March 31, 2022. The Corporation acquired the following business for the year ended March 31, 2021: (a) Acquisition of a controlling interest in Sprout Foods: On February 10, 2021, Neptune acquired a 50.1% equity interest in Sprout Foods, Inc. (“Sprout” or “Sprout Foods”). Through Sprout Foods, Neptune entered a new market: the organic baby food market. Sprout is committed to offering products that contain whole foods, no preservatives, no concentrates, no added sugar, are USDA certified organic and are non-GMO. Upon the acquisition of 50.1% of the outstanding equity of Sprout in February 2021, the Corporation assessed its control of Sprout through its exposure and rights to variable returns from its involvement with Sprout and its ability to affect those returns through its power over Sprout. The former controlling shareholder retained a participation of 39.7% and is a minority representative through the execution of their voting power on Sprout’s Board of Directors, as long as it holds more than half of its current investment. Based on the contractual terms of the acquisition agreement, the Corporation assessed that the voting rights in Sprout, in combination with its majority representation on the Board of Directors, are the dominant factors in deciding who controls Sprout. Therefore, Sprout is consolidated in the Corporation’s consolidated financial statements The transaction consideration includes a cash payment of $6,000,000 and the issuance of 192,617 Neptune common shares (or 6,741,573 pre-consolidation Additionally, Neptune is guaranteeing a $10,000,000 note issued by Sprout in favor of Morgan Stanley Expansion Capital (“MSEC”). Furthermore, 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. The total consideration payable for the additional shares (“Call Shares”) upon the exercise of the Call Option and the closing of Neptune’s acquisition of the Call Shares would be equal to the total equity value of the Call Shares, which would be based upon the applicable percentage acquired by Neptune of the total enterprise value for Sprout. As at the close of the transaction, the value of the asset related to the Call Option was determined to be $5,523,255, representing the difference between the market price and the contract value of the Call Option, discounted at a rate of 8.9% and assuming the transaction would take place on January 1, 2023. To establish the market price, the multiples selected were 2.3x for revenues and 12.0x for EBITDA, based on analysis of average and median industry multiples, and were adjusted to consider a 20% discount; the multiples to be used as per the contract are 3.0x for revenues and 15.0x for EBITDA, weighted at 50%. As at March 31, 2022, the fair value of the asset was remeasured to nil (2021 – $5,615,167), generating a loss on re-measurement The cash consideration of this transaction was funded with the proceeds of the previous issuances of shares. The allocation of the purchase price was based on management’s estimate of the fair values of the acquired identifiable assets and assumed liabilities using valuation techniques including income, cost and market approaches (Level 3). The Corporation utilized both the cost and market approaches to value fixed assets, which consider external transactions and other comparable transactions, estimated replacement and reproduction costs, and estimated useful lives and consideration for physical, functional and economic obsolescence. We utilized the income approach to value intangible assets, which considers the present value of the net cash flows expected to be generated by the intangible assets, and excluding cash flows related to contributory assets. The following table summarizes the final purchase price allocation of the Sprout Foods assets acquired and liabilities assumed at the acquisition date Fair value recognized Assets acquired Cash and cash equivalents $ 2,862,758 Trade receivables 2,062,773 Inventories 7,705,273 Prepaid expenses and other current assets 178,229 Property and equipment 140,619 Right-of-use 892,472 Tradenames 22,364,000 Other assets 5,550,279 41,756,403 Liabilities assumed Trade and other payables $ 5,163,813 Lease liability 892,472 Promissory note 11,446,356 17,502,641 Total identifiable net assets at fair value 24,253,762 Non-controlling (23,497,694 ) Goodwill arising on acquisition 22,839,437 Purchase price $ 23,595,505 Consist of: Cash $ 6,000,000 Common shares issued, at fair value 17,595,505 Total consideration $ 23,595,505 Note: As part of the acquisition of Sprout, net deferred tax assets of $15,251,439 were acquired for which a full valuation allowance was recognized. The pending inquiries and potential findings described under note 22(b)(ii) could result in material litigation and may have a material adverse effect on Sprout’s business, financial condition, or results of operations. From the date of acquisition to March 31, 2021, Sprout Foods has contributed $2,403,074 to the total revenues from sales and services and a net loss of $2,192,805 to the consolidated loss from operating activities. The following unaudited pro forma information for the years ended March 31, 2021, represents the results of operations of the Corporation as if the acquisition of Sprout Foods had occurred on April 1, 2020. This pro forma information does not purport to be indicative of the results that would have occurred for the periods presented or that may be expected in the future. (unaudited) March 31, Total revenues 53,823,888 Net loss (150,267,710 ) Acquisition-related costs for the year ended March 31, 2021 of $314,122 have been excluded from the consideration transferred and have been recognized as an expense within selling, general and administrative expenses in the consolidated statement of loss. The gross amount of the trade accounts receivable amount to $ of which $ was expected to be uncollectible at the acquisition date. The goodwill recognized in connection with this acquisition is primarily attributable to synergies with existing business, and other intangibles that do not qualify for separate recognition including assembled workforce. Goodwill and intangible assets are not deductible for income tax purposes. |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Trade and Other Receivables | 5. Trade and other receivables: March 31, March 31, Trade receivables $ 6,987,865 $ 6,099,627 Sales taxes receivable 497,824 740,201 Accrued and other receivables 47,985 547,039 Tax credits receivable 14,487 — Grants and subsidies receivables 51,423 1,280,342 $ 7,599,584 $ 8,667,209 Wage and rent subsidies related to the Canada Emergency Wage Subsidy (CEWS) and Canada Emergency Rent Subsidy (CERS) were recorded during the year ended March 31, 2022 in the amount of $1,024,484 with $51,423 receivable as at March 31, 2022 (2021 – $2,363,516 and $1,280,342 respectively). This has been recorded in cost of goods sold and selling, general and administrative expenses, against the related salary and rent expenses, in the amounts of $924,644 and $99,840, respectively, compared to $932,483 and $1,431,033 for the previous year. The aging of trade receivable balances and the allowance for doubtful accounts as at March 31, 2022 and 2021 were as follows: March 31, March 31, Current $ 4,898,533 $ 2,372,855 Past due 0-30 909,643 1,002,752 Past due 31-120 423,836 1,001,901 Past due over 121 days 10,388,106 9,637,609 Trade receivables 16,620,118 14,015,117 Less expected credit loss (9,632,253 ) (7,915,490 ) $ 6,987,865 $ 6,099,627 The movement in expected credit loss in respect of trade receivables was as follows: March 31, March 31, Balance, beginning of year $ 7,915,490 $ 514,595 Bad debt expenses 2,505,738 7,339,626 Foreign exchange loss 41,373 405,148 Recoveries collected (830,348 ) (343,879 ) Balance, end of year $ 9,632,253 $ 7,915,490 Credit risk is the risk of a loss if a customer or counterparty to a financial asset fails to meet its contractual obligations, and arises primarily from the Corporation’s trade receivables. The Corporation may also have credit risk relating to cash and cash equivalents and short-term investments, which are managed by dealing only with highly-rated Canadian institutions. The carrying amount of these financial assets, as disclosed in the consolidated statements of financial position, represents the Corporation’s credit exposure at the reporting date. The Corporation’s trade receivables and credit exposure fluctuate throughout the year. The Corporation’s average trade receivables and credit exposure during the year may be higher than the balance at the end of that reporting period. As at March , , customers accounted for more than % of total trade receivables included in trade and other receivables. As at March , , customer accounted for % of total trade accounts included in trade and other receivables. Most of the Corporation’s customers are distributors for a given territory and are privately-held, provincially owned and publicly owned companies. The profile and credit quality of the Corporation’s customers vary significantly. Adverse changes in a customer’s financial position could cause the Corporation to limit or discontinue conducting business with that customer, require the Corporation to assume more credit risk relating to that customer’s future purchases or result in uncollectible accounts receivable from that customer. Such changes could have a material adverse effect on business, consolidated results of operations, financial condition and cash flows. The Corporation’s extension of credit to customers involves judgment and is based on an evaluation of each customer’s financial condition and payment history. From time to time, the Corporation will temporarily transact with customers on a prepayment basis where circumstances warrant. The Corporation’s credit controls and processes cannot eliminate credit risk. During the year ended March 31, 2022, the Corporation transacted with a few new customers, for which financial positions deteriorated during the year. The Corporation has recorded specific provisions related to these customers. |
Inventories
Inventories | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventories | 4. Inventories: June 30, March 31, Raw materials $ 6,231,095 $ 7,920,190 Work in progress — 1,016,916 Finished goods 7,825,419 7,974,690 Supplies and spare parts — 147,610 $ 14,056,514 $ 17,059,406 During the three-month periods ended June 30, 2022 and 2021, inventories have been reduced by $3,079,997 and nil respectively. The write-down of inventories during the quarter ended June 30, 2022 is related to assets held for sale inventories that are not expected to be realized. | 6. Inventories: March 31, March 31, Raw materials $ 7,920,190 $ 6,917,716 Work in progress 1,016,916 5,912,935 Finished goods 7,974,690 3,455,365 Supplies and spare parts 147,610 1,031,407 $ 17,059,406 $ 17,317,423 During the years ended March 31, 2022 and 2021, inventories have been reduced by $3,772,066 and $18,962,254 respectively, as a result of a write-down to their net realizable value, which is included in cost of sales. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment | 5. Property, plant and equipment: As at June 30, 2022, property, plant and equipment in the amount of $18.6 million related to the Canadian cannabis asset group were reclassified to assets held for sale on the balance sheet (refer to note 2(d)). During the first quarter of June 30, 2021, the Corporation impaired certain cannabis property, plant and equipment in the amount of $529,732. | 7. Property, plant and equipment: The Corporation’s property, plant and equipment balances consisted of the following: Years ended March 31, March 31, Land $ 182,831 $ 182,001 Building and building components 27,226,065 26,499,100 Laboratory and plant equipment 37,372,148 36,583,756 Furniture and office equipment 597,075 539,648 Computer equipment 878,101 692,855 Total $ 66,256,220 $ 64,497,360 Less: Accumulated depreciation and impairment loss (44,808,097 ) (27,151,644 ) $ 21,448,123 $ 37,345,716 Depreciation expense has been recorded in the following accounts in the consolidated statements of loss: Years ended March 31, March 31, Cost of sales $ 1,902,214 $ 2,442,208 Selling, general and administrative expenses 821,537 1,519,109 $ 2,723,751 $ 3,961,317 As of March 31, 2022, the Corporation identified a trigger of impairment related to its Canadian cannabis asset group and recorded an impairment charge of $12,361,123. Impairment indicators such as increased operating losses, decline in the share price and negative industry and economic trends were identified in the fourth quarter. The fair value of the asset group was determined to be less than the carrying value, resulting in an impairment loss of $3,150,663 of the building and components and $9,210,460 to the laboratory and plant equipment. After impairment, the carrying value of the Canadian cannabis asset group as of March 31, 2022 was $20,290,929 which included the production facility land and building of $17,101,160 and equipment of $3,189,769. The fair value of the asset group was determined using the market multiple valuation approach with the significant assumption of market revenue multiple. The fair value of the individual assets of land, building and equipment was determined using market prices for comparable asset (level 3). During the quarter ended September 30, 2021, the Corporation impaired the equipment of the Canadian cannabis long-lived assets that were subject to impairment write downs as of March 31, 2021. As at September 30, 2021, the fair value of these long-lived assets was established to be nil and as such an impairment charge of $1,424,517 was recorded. During the quarter ended September 30, 2021, the Corporation 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. As of March 31, 2021, as result of Neptune’s transition into the Consumer Packaged Good (“CPG”) industry, the Corporation tested its property, plant and equipment related to its cannabis processing business for impairment. As of March 31, 2021, certain equipment with a carrying value of $10,689,806 were no longer expected to be used. The fair value was estimated to $1,475,880 based on comparable transactions and market data (level 3). Consequently, an impairment loss of $9,213,926 was recognized as at March 31, 2021 on the consolidated statement of loss and comprehensive loss, under impairment loss related to property, plant and equipment. During the year ended March 31, 2021, the Corporation also impaired $1,533,766 of property, plant, and equipment related to the SugarLeaf reporting unit (refer to note 9). Subsequent to the impairment, the Corporation revised the useful life of certain plant equipment and as a result, an amount of $951,540 of accelerated amortization for these property, plant and equipment was recorded. |
Leases
Leases | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 8. Leases: The Corporation has operating leases for a variety of different assets, which include land, and buildings and certain manufacturing and office equipment. The operating lease costs, included within cost of sales and general and administrative expenses amounted to $710,984 (2021 – $320,669). During the year ended March 31, 2021, the Corporation entered into the following significant operating leases: In January 2021, the Corporation entered into a new building lease and recorded a right-of-use 10 years, which includes the initial lease term of 5 years and a renewal option of 5 years that is reasonably certain to be exercised. In February 2021, the Corporation entered into a new building lease and recorded a right-of-use asset and a lease liability of $ . Annual payments start at $ and end at $ . The initial lease term expires in . There is renewal option of that is not reasonably certain to be exercised. Additional information related to operating leases was as follows: The following table summarizes the lease liabilities amounts recognized in the consolidated balance sheets: March 31, March 31, Curren t $ 641,698 $ 230,016 Non-curren t 2,063,421 2,886,940 Tot $ 2,705,119 $ 3,116,956 The following table summarizes the movements in cash and non-cash Years ended March 31, March 31, Operating cash flow payments for operating lease liabilities $ (25,201 ) $ (36,445 ) Operating cash inflow payments for sublease classified as operating lease 61,166 21,320 Operating leases from business combination — 892,472 Operating lease right-of-use 275,840 1,282,743 The Corporation has calculated the weighted-average remaining lease term, presented in years below, and the weighted-average discount rate for the operating lease population. The Corporation uses the incremental borrowing rate as the lease discount rate, unless the lessor’s rate implicit in the lease is readily determinable, in which case it is used. March 31, March 31, Weighted-average remaining operating lease term (in years) 6.34 5.38 Weighted-average operating lease discount rate 5.69 % 6.12 % (a) Maturity analysis – contractual undiscounted cash flows: March 31, 2023 $ 753,444 2024 575,223 2025 457,263 2026 340,263 2027 194,593 2028 and thereafter 878,569 Total lease liabilities payments $ 3,199,355 Less: Imputed interest (494,236 ) Total operating lease liabilities $ 2,705,119 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 9. Intangible assets and goodwill: As at March 31, 2022 Cost Accumulated Accumulated Net Weighted Customer relationships 11,127,771 (9,896,889 ) — 1,230,882 4.75 Farmer relationships 10,446,700 (10,446,700 ) — — — Patents 288,541 (288,541 ) — — — License agreements 4,088,843 (3,050,053 ) — 1,038,790 3.79 Website and trademarks 529,441 (457,836 ) — 71,605 1.00 Computer software 710,525 (669,341 ) — 41,184 0.25 Tradenames 22,504,329 (1,704,755 ) (1,527,000 ) 19,272,574 14.00 Intangible assets $ 49,696,150 $ (26,514,115 ) $ (1,527,000 ) $ 21,655,035 7.73 Goodwill $ 127,442,658 $ — $ (105,274,370 ) $ 22,168,288 N/A As at March 31, 2021 Cost Accumulated Accumulated Net Weighted Customer relationships 11,077,278 (9,525,598 ) — 1,551,680 5.75 Farmer relationships 10,399,298 (10,399,298 ) — — — Patents 287,231 (287,231 ) — — — License agreements 4,070,290 (2,309,950 ) — 1,760,340 4.79 Website and trademarks 95,221 (24,554 ) — 70,667 2.00 Computer software 707,301 (297,006 ) — 410,295 1.25 Tradenames 22,364,201 (200,353 ) — 22,163,848 15.00 Intangible assets $ 49,000,820 $ (23,043,990 ) $ — $ 25,956,830 8.57 Goodwill $ 126,864,388 $ — $ (101,411,016 ) $ 25,453,372 N/A Amortization expense has been recorded in the following accounts in the consolidated statement of loss: Years ended March 31, March 31, Cost of sales $ 582,096 $ 901,856 Selling, general and administrative expenses 2,774,632 14,198,861 $ 3,356,728 $ 15,100,717 The estimated aggregate amortization expense related to intangible assets with finite useful life for each of the next five fiscal years is as follows: 2023 2024 2025 2026 2027 Estimated aggregate amortization expense $ 2,514,571 $ 2,442,943 $ 2,442,943 $ 2,342,144 $ 2,032,939 Goodwill as of March 31, 2022 and March 31, 2021 was as follows: Notes Goodwill Balance as at March 31, 2020 $ 30,104,661 Business acquisition 4 22,839,437 Impairment loss (26,898,016 ) Effect of movements in exchange rates (592,710 ) Balance as at March 31, 2021 25,453,372 Impairment loss (3,288,847 ) Effect of movements in exchange rates 3,763 Balance as at March 31, 2022 $ 22,168,288 An impairment test of goodwill is performed on an annual basis, or more frequently if an impairment indicator is triggered. Impairment is determined by assessing the recoverable amount of the reporting unit to which goodwill is allocated and comparing it to the reporting units’ carrying amount. For the purpose of impairment testing, this represents the lowest level within the Corporation at which the goodwill is monitored for internal management purposes. The aggregate amount of goodwill is allocated to each reporting unit as follows: March 31, March 31, Biodroga $ 2,617,698 $ 2,613,935 Sprout 19,550,590 22,839,437 $ 22,168,288 $ 25,453,372 (a) Annual impairment testing of Biodroga: The Corporation performed its annual impairment testing of the Biodroga goodwill as at March 31, 2022 and 2021. The fair value of the Biodroga reporting unit’s operations was determined to be higher than the carrying value and resulted in no impairment of goodwill recorded in the year ended March 31, 2022 and March 31, 2021. The fair value of the reporting unit was estimated using discounted cash flow model with a WACC pre-tax Cash flows were projected based on past experience, actual operating results and the three-year business plan including a terminal growth rate of 2.5% (2021 – 2.5%). The most significant assumptions used to estimate the fair values using 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 an impairment charge. Should these projections not be realized, an impairment loss may be needed in future periods. As at March 31, 2022, the assumptions used in determining the fair value were not subject to a degree of uncertainty that would have caused impairment to be recorded as there was sufficient headroom between the fair value of the reporting unit and its carrying value. These significant assumptions are classified as Level 3 in the fair value hierarchy, signifying that they are not based on observable market data. The model is particularly sensitive to the future expected cash flows in the upcoming periods, should these not be realized, an impairment loss may be needed in future periods. (b) Accelerated amortization and impairment of SugarLeaf Labs: During the year ended March 31, 2021, the downturn in oil prices for cannabis persisted (as was the case for the previous year), and the commercial viability of the SugarLeaf reporting unit was reviewed. Management noted that the customers for which a customer relationship intangible asset was acquired with the SugarLeaf reporting unit had ceased placing orders and there were minimal active business relationships with these customers. As the reporting unit was no longer viable given declining pricing and demand, the Corporation would not benefit from these relationships and thus decided to take accelerated amortization for this intangible asset, in the amount of $5,803,135 during the year ended March 31, 2021. Also, Neptune was not producing or selling any products resulting from the farmer relationships acquired with the SugarLeaf reporting unit. Furthermore, SugarLeaf did not have any contracts with customers and there was no commercial viability to these supplier relationships with the farmers. Neptune will not realize future economic benefits from these relationships and thus, Management decided to take accelerated amortization for this intangible asset, in the amount of $4,749,174 during the year ended March 31, 2021. Amortization charges are recorded in selling, general and administrative expenses. As a result of the above events, Management determined there were impairment indicators during the quarter ended December 31, 2020 and performed an impairment test of the SugarLeaf reporting unit, for which the fair value of goodwill of the SugarLeaf reporting unit was estimated at $6.0 million, which resulted in an impairment of goodwill of $26,898,016. Management also tested other long-lived assets for impairment and consequently, Neptune recorded an impairment loss on property, plant and equipment and right-of-use Fair value was determined using the market approach using Level 3 inputs. Significant assumptions used in determining the fair value were the revenue of the SugarLeaf reporting unit and revenue multiples derived from comparable company transactions. During the year ended March 31, 2022, negative industry and economic trends were identified in the second quarter. The fair value of the asset group was determined to be less than the carrying value, resulting in an impairment loss of $2,323,062 to other long-lived assets. The fair value of the asset group was determined using market multiple valuation approach with the significant assumption of market revenue multiple. The fair value of the individual assets of land, building and equipment was determined using market prices for comparable asset. (c) Impairment testing of Sprout: The Corporation performed an annual impairment testing of the Sprout goodwill in the fourth quarter. The Corporation 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 $3,288,847 goodwill impairment expense was recorded in the year ended March 31, 2022. The fair value of the reporting unit was estimated using a discounted cash flow model with a WACC pre-tax Cash flows were projected based on past experience, actual operating results and the three-year business plan including a terminal growth rate of 3%. The Corporation also identified a trigger of impairment related to its long-lived assets and recorded an impairment charge of $1,527,000 for trademarks. The fair value was determined using a discounted cash flow model. The most significant assumptions used to estimate the fair values using 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 an impairment charge. Should these projections not be realized, an impairment loss may be needed in future periods. Due to the impairment losses recorded in the fourth quarter of fiscal 2022, 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 assumptions used by the Corporation in the cash flow forecast discounting model are classified as Level 3 in the fair value hierarchy, signifying that they are not based on observable market data. The model is particularly sensitive to the future expected cash flows in the upcoming periods, should these not be realized, an impairment loss may be needed in future periods. |
Goodwill
Goodwill | 3 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 6. Goodwill: The aggregate amount of goodwill is allocated to each reporting unit as follows: June 30, March 31, Biodroga $ 2,550,785 $ 2,625,851 Sprout 19,542,437 19,542,437 $ 22,093,222 $ 22,168,288 |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Mar. 31, 2022 | |
Payables [Abstract] | |
Trade and other payables | 10. Trade and other payables: March 31, March 31, Trade payables $ 10,667,780 $ 12,154,734 Accrued liabilities and other payables 11,211,335 5,841,675 Employee salaries and benefits payable 576,826 1,750,375 Short-term portion of long-term payables 244,908 135,211 $ 22,700,849 $ 19,881,995 |
Provisions
Provisions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Disclosure Of Provisions [Abstract] | ||
Provisions | 7. Provisions (a) During the year ended March 31, 2019, the Corporation 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 Corporation (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 Corporation 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 Corporation on a consolidated basis are payable by the Corporation to the Former CEO biannually, but only to the extent that the cost of the royalty would not cause the Corporation to have a loss before interest, taxes and amortization (in which case, the payments would be deferred to the following fiscal year). As of June 30, 2022, a provision of $477,982 (March 31, 2022 - $362,809) has been recorded by the Corporation. During the current quarter, the Corporation increased the provision by $126,204, recorded foreign currency translation adjustments of $(11,031) and made no payments to the Former CEO in relation to this provision. During the period ended June 30, 2021, the Corporation increased the provision by $116,467, recorded foreign currency translation adjustments of $31,773 and made payments totaling $1,417,219 to the Former CEO in relation to this provision. (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 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 June 30, 2022 ($600,000 as at March 31, 2022). (c) A supplier of cannabis initiated a lawsuit against 9354-7537 Quebec Inc. (operating as Neptune Wellness Solutions, Inc.) (“Neptune”) for breach of a Wholesale Cannabis Supply Agreement (the “Supply Agreement”) for the purchase of cannabis trim. The purchased trim was rejected by Neptune due to quality concerns. The supplier refused to refund the purchase price and ultimately sued Neptune 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 Neptune for the full purchase price of the trim. With fees and costs, the final arbitrator’s award entered against Neptune is of $1,127,024, plus applicable interest. During the quarter ended June 30, 2022, the parties engaged into settlement negotiations which resulted in the signature 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. (d) As at June 30, 2022, the Corporation has various additional other provisions for legal obligations for an aggregate amount of $361,221 (March 31, 2022 – $155,804), of which $209,740 (March 31, 2022 - nil) are related to liabilities directly associated with assets held for sale (refer to note 2(d)). | 11. Provisions (a) During the year ended March 31, 2019, the Corporation 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 Corporation (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 Corporation 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 Corporation on a consolidated basis are payable by the Corporation to the Former CEO biannually, but only to the extent that the cost of the royalty would not cause the Corporation to have a loss before interest, taxes and amortization (in which case, the payments would be deferred to the following fiscal year). As of March 31, 2022, a provision of $362,809 (March 31, 2021 - $1,489,854) has been recorded by the Corporation. During the current fiscal year, the Corporation increased the provision by $626,914, recorded foreign currency translation adjustments of $4,122 and made payments totaling $1,758,081 to the Former CEO in relation to this provision. During the prior fiscal year, the Corporation increased the provision by $571,619, recorded foreign currency translation adjustments of $124,818 and made no payments to the Former CEO in relation to this provision. (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 started in April 2022 with a further week of testimony starting August 1, 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). Final oral argument is scheduled for July 7, a provision of (c) A supplier of cannabis initiated a lawsuit against 9354-7537 Quebec Inc. (operating as Neptune Wellness Solutions, Inc.) (“Neptune”) for breach of a Wholesale Cannabis Supply Agreement (the “Supply Agreement”) for the purchase of cannabis trim. The purchased trim was rejected by Neptune due to quality concerns. The supplier refused to refund the purchase price and ultimately sued Neptune 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 Neptune for the full purchase price of the trim. With fees and costs, the final arbitrator’s award entered against Neptune is of $1,127,024, plus applicable interest. A provision of $1,127,024 has been recognized in trade and other payables. (d) On November 15, 2021, the Corporation announced restructuring initiatives. These initiatives resulted in immediate reductions in personnel and a severance charge of $850,799 and was paid before year-end. (e) As at March 31, 2022, the Corporation has various additional other provisions for legal obligations for an aggregate amount of $155,804 (March 31, 2021 – $155,804). |
Liability Related to Warrants
Liability Related to Warrants | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Liability Related to Warrants | 8. Liability related to warrants: The Corporation has issued common share, pre-funded pre-funded On June 23, 2022, Neptune issued a total of 645,526 pre-funded (“Pre-Funded Pre-Funded Pre-Funded Pre-Funded Pre-Funded Pre-Funded 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 Pre-Funded Pre-Funded June 24, 2022 for gross proceeds of $65. Total issue costs related to this private placement of $465,211, was recorded under finance costs. 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 Changes in the value of the liability related to the warrants for the three-month periods ended June 30, 2022 and 2021 were as follows: Warrants Amount Outstanding as at March 31, 2021 497,355 $ 10,462,000 Warrants issued during the period — — Revaluation (1,829,330 ) Movements in exchange rates 156,669 Outstanding as at June 30, 2021 497,355 8,789,339 Outstanding as at March 31, 2022 1,925,929 $ 5,570,530 Warrants issued during the period 3,891,052 7,126,957 Revaluation (9,523,700 ) Movements in exchange rates (5,840 ) Outstanding as at June 30, 2022 5,816,981 3,167,947 The following table provides the relevant information on the outstanding warrants as at June 30, 2022: Reference Date of issuance Number of warrants Number of warrants Exercise price Expiry date 2020 Warrants October 22, 2020 300,926 300,926 $ 78.75 October 22, 2025 2021 Warrants February 19, 2021 196,429 196,429 $ 78.75 August 19, 2026 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 1,945,526 1,945,526 $ 2.32 June 23, 2027 Series D Warrants June 23, 2022 1,945,526 1,945,526 $ 2.32 June 24, 2024 5,816,981 5,816,981 $ 11.04 The derivative warrant liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value is presented in the following tables: 2020 Warrants 2021 Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ 309,769 $ 6,174,000 $ 306,704 $ 4,288,000 Change in fair value (288,585 ) (1,100,996 ) (284,062 ) (728,334 ) Translation effect (1,598 ) 93,052 (8,985 ) 63,617 Balance - end of period $ 19,586 $ 5,166,056 $ 13,657 $ 3,623,283 Series A Warrants Series B Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ 3,270,816 $ — $ 1,683,241 $ — Warrants issued during the period — — — — Change in fair value (2,862,450 ) — (1,608,960 ) — Translation effect (17,994 ) — (7,900 ) — Balance - end of period $ 390,372 $ — $ 66,381 $ — Series C Warrants Series D Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ — $ — $ — $ — Warrants issued during the period 4,046,836 — 3,080,121 — Change in fair value (2,415,483 ) — (2,064,160 ) — Translation effect 17,379 — 13,258 — Balance - end of period $ 1,648,732 $ — $ 1,029,219 $ — 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 June 30, June 30, June 30, June 30, Share price $ 1.40 $ 40.95 $ 1.40 $ 40.95 Exercise price $ 78.75 $ 78.75 $ 78.75 $ 78.75 Dividend yield — — — — Risk-free interest 2.99 % 0.73 % 3.00 % 0.89 % Remaining contractual life (years) 3.32 4.32 4.14 5.14 Expected volatility 92.6 % 77.6 % 89.2 % 73.6 % Series A Warrants Series B Warrants June 30, June 30, June 30, June 30, Share price $ 1.40 $ — $ 1.40 $ — Exercise price $ 11.20 $ — $ 11.20 $ — Dividend yield — — — — Risk-free interest 3.01 % — 2.83 % — Remaining contractual life (years) 5.21 — 1.21 — Expected volatility 85.4 % — 96.4 % — Series C Warrants Series D Warrants June 30, June 23, 2022 June 30, June 23, 2022 Share price $ 1.40 $ 2.90 $ 1.40 $ 2.90 Exercise price $ 2.32 $ 2.32 $ 2.32 $ 2.32 Dividend yield — — — — Risk-free interest 3.01 % 3.38 % 2.92 % 3.21 % Remaining contractual life (years) 4.98 5.00 1.98 2.00 Expected volatility 86.3 % 84.0 % 93.5 % 88.7 % The Corporation measured its derivative warrant liabilities at fair value on a recurring basis. These financial liabilities were measured using level 3 inputs. The Corporation 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 a decrease or an increase in the fair value of the instruments, respectively. | 12. Liability related to warrants: During the years ended March 31, 2022 and 2021, the Corporation issued common share, pre-funded shares. Common shares and pre-funded On March 14, 2022, Neptune issued a total of 185,715 pre-funded (“Pre-Funded Pre-Funded Pre-Funded Pre-Funded Pre-Funded Pre-Funded per share and are exercisable six months after the closing date and will expire five and a half years from the date of issuance. The Series B Warrants have an exercise price of $11.20 per share and are exercisable six months after the closing date and expire 18 months from the date of issuance. Proceeds of the Direct Offering were allocated between common shares and warrants first by allocating proceeds to the warrants classified as a liability and measured at fair value each period with changes in fair value recorded in the income statement 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 $ for the Series A Warrants and $ for the Series B Warrants. The residual amount of $ and $ was then allocated to the Common Share and Pre-Funded Warrants on a relative fair value basis. The Pre-Funded Warrants were exercised in full on March 30, 2022 for gross proceeds of $ . The Series A Warrants and Series B Warrants liability was determined using the Black-Scholes model. Series A Warrants and Series B Warrants are revalued each period-end During the previous fiscal year, on October 22, 2020, 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 (see note 14 (i)), are exercisable beginning anytime on or after April 22, 2021 until October 22, 2025. Proceeds were allocated between common shares and warrants first by allocating proceeds to the warrants classified as liability and measured at fair value and then allocating the residual to the equity instruments. The fair value of the warrants was determined using the Black-Scholes model, resulting in an initial warrant liability of $11,831,000. The residual amount of $23,169,000 was then allocated to the Common Share. Warrants are revalued each period-end 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 (see note 14(f)(ii)), are exercisable beginning anytime on or after August 19, 2021 until August 19, 2026. Proceeds were allocated between common shares and first by allocating proceeds to the warrants classified as liability and measured at fair value with changes in fair value recorded in the income statement based on their fair value and then allocating the residual to the equity instruments. The fair period-end Changes in the value of the liability related to the warrants for the years ended March 31, 2022 and 2021 were as follows: Warrants Amount Outstanding as at March 31, 2020 — $ — Warrants issued during the year 497,355 18,119,998 Revaluation (7,869,253 ) Movements in exchange rates 211,392 Outstanding as at March 31, 2021 497,355 10,462,137 Warrants issued during the year 1,428,574 7,585,314 Revaluation (12,633,316 ) Movements in exchange rates 156,395 Outstanding as at March 31, 2022 1,925,929 5,570,530 The following table provides the relevant information on the outstanding warrants as at March 31, 2022: Reference Date of issuance Number of Number of Exercise Expiry date 2020 Warrants October 22, 2020 300,926 300,926 $78.75 October 22, 2025 2021 Warrants February 19, 2021 196,429 196,429 $78.75 August 19, 2026 Series A Warrants March 14, 2022 714,287 — $11.20 September 14, 2027 Series B Warrants March 14, 2022 714,287 — $11.20 March 14, 2028 1,925,929 497,355 $28.64 The derivative warrant liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value is presented in the following tables: 2020 Warrants 2021 Warrants March 31, March 31, March 31, March 31, Balance - beginning of year $ 6,174,137 $ — $ 4,288,000 $ — Warrants issued during the year — 11,831,000 — 6,288,998 Change in fair value (5,877,802 ) (5,893,160 ) (3,990,948 ) (1,976,093 ) Translation effect 13,434 236,297 9,652 (24,905 ) Balance - end of year $ 309,769 $ 6,174,137 $ 306,704 $ 4,288,000 Series A Warrants Series B Warrants March 31, March 31, March 31, March 31, Balance - beginning of year $ — $ — $ — $ — Warrants issued during the year 4,757,559 — 2,827,755 — Change in fair value (1,572,299 ) — (1,192,267 ) — Translation effect 85,556 — 47,753 — Balance - end of year $ 3,270,816 $ — $ 1,683,241 $ — 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 March 31, March 31, March 31, March 31, Share price $ 7.70 $ 45.85 $ 7.70 $ 45.85 Exercise price $ 78.75 $ 78.75 $ 78.75 $ 78.75 Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest 2.44 % 0.80 % 2.49 % 1.01 % Remaining contractual life (years) 3.57 4.57 4.39 5.39 Expected volatility 83.2 % 76.1 % 83.5 % 72.0 % Series A Warrants Series B Warrants March 31, March 14, 2022 March 31, March 14, 2022 Share price $ 7.70 $ 45.85 $ 7.70 $ 45.85 Exercise price $ 11.20 $ 11.20 $ 11.20 $ 11.20 Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest 1.94 % 2.12 % 1.46 % 1.58 % Remaining contractual life (years) 5.46 5.50 1.46 1.50 Expected volatility 77.5 % 76.1 % 87.0 % 83.3 % The Corporation measured its derivative warrant liabilities at fair value on |
Loans and Borrowings
Loans and Borrowings | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Loans and borrowings | 9. Loans and borrowings: June 30, March 31, Loans and borrowings: Promissory note of $10,000,000 issued by Sprout, guaranteed by the Corporation and secured through a first-ranking mortgage on all movable assets of Sprout current and future, corporeal and incorporeal, and tangible and intangible. The outstanding principal balance bears interest at the rate of 10.0% per annum. Interest is accrued and added to the principal amount of the loan. The principal is payable on February 1, 2024. $ 11,881,589 $ 11,648,320 11,881,589 11,648,320 Less current portion of loans and borrowings — — Loans and borrowings $ 11,881,589 $ 11,648,320 During the three-month periods ended June 30, 2022 and 2021, interest expense of $250,000 and $252,778 respectively were recognized on loans and borrowings. There are no covenants to be met for the loans and borrowings outstanding as at June 30, 2022 and March 31, 2022. | 13. Loans and borrowings: March 31, March 31, Loans and borrowings: Promissory note of $10,000,000 issued by Sprout, guaranteed by the Corporation and secured through a first-ranking mortgage on all movable assets of Sprout current and future, corporeal and incorporeal, and tangible and intangible. The outstanding principal balance bears interest at the rate of 10.0% per annum, payable quarterly in arrears on the last day of each fiscal quarter during the term, commencing March 31, 2021. The principal is payable on February 1, 2024. $ 11,648,320 $ 11,312,959 11,648,320 11,312,959 Less current portion of loans and borrowings — — Loans and borrowings $ 11,648,320 $ 11,312,959 During the years ended March 31, 2022 and 2021, interest expense of $1,000,000 and $293,250 respectively were recognized on loans and borrowings. There are no covenants to be met for the loans and borrowings outstanding as at March 31, 2022 and 2021. |
Capital and other components of
Capital and other components of equity | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 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, non-cumulative paid-up All issued shares are fully paid. (b) Share options exercised: During the three-month periods ended June 30, 2022 and 2021, Neptune issued no common shares of the Corporation upon exercise of stock options. (c) DSUs released: During the three-month periods ended June 30, 2022 and 2021, Neptune issued no common shares of the Corporation for the release of DSUs to former and current members of the Board of Directors. (d) RSUs released: During the three-month period ended June 30, 2022, Neptune issued 108,079 common shares of the Corporation for RSUs released to the CEO as part of his employment agreement at a weighted average price of $8.74 per common share. The Corporation did not issue an additional 68,697 RSUs since withholding taxes of $469,139 will be paid pursuant to the issuance of the common shares. During the -month period ended June , , Neptune issued common shares of the Corporation to the CEO as part of his employment agreement at a weighted average price of $ per common share. Withholding taxes of $ were paid by the Corporation pursuant to the issuance of these RSUs resulting in the Corporation not issuing an additional RSUs. (e) Restricted shares: During the three-month periods ended June 30, 2022 and 2021, Neptune issued no restricted common shares of the Corporation to employees. (f) Warrants: On June 23, 2022, as part of the June 2022 Direct Offering described under note 8, Neptune issued a total of 645,526 pre-funded (“Pre-Funded Pre-Funded Pre-Funded Pre-Funded Pre-funded Changes in the value of equity related to the warrants were as follows: June 30, 2022 March 31, 2022 Weighted Number of Weighted Number of Warrants outstanding at April 1, 2022 and 2021 $ 325.34 176,429 $ 325.34 176,429 Issued 0.0001 645,526 0.0035 185,715 Exercised 0.0001 (645,526 ) 0.0035 (185,715 ) Warrants outstanding at June 30, 2022 and March 31, 2022 $ 325.34 176,429 $ 325.34 176,429 Warrants exercisable at June 30, 2022 and March 31, 2022 $ 325.34 176,429 $ 325.34 176,429 Warrants of the Corporation classified as equity are composed of the following as at June 30, 2022 and March 31, 2022: June 30, 2022 March 31, 2022 Number Number Amount Number Number 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 4,449,680 176,429 176,429 $ 6,079,890 176,429 176,429 $ 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 on November 7, 2024. The warrants, granted in exchange for services to be rendered by non-employees, (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, | 14. 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, non-cumulative paid-up All issued shares are fully paid. (b) Share options exercised: During the twelve-month period ended March 31, 2022, Neptune issued no common shares of the Corporation upon exercise of stock options. During the twelve-month period ended March 31, 2021, Neptune issued 142,909 common shares of the Corporation upon exercise of stock options at a weighted average exercise price of $54.61 per common; including, 714 common shares were issued upon exercise of market performance options at a weighted average exercise price of $43.19 per common share, for a total cash consideration of $7,478,960. (c) DSUs released: During the twelve-month period ended March 31, 2022, Neptune issued no common shares of the Corporation to former and current members of the Board of Directors. During the twelve-month period ended March 31, 2021, Neptune issued 1,381 common shares of the Corporation to a former member of the Board of Directors at a weighted average price of $72.44 per common share for past services. (d) RSUs released: During the twelve-month period ended March 31, 2022, Neptune issued 108,079 common shares of the Corporation to the CEO as part of his employment agreement at a weighted average price of $39.74 per common share. Withholding taxes of $1,411,515 were paid by the Corporation pursuant to the issuance of these RSUs resulting in the Corporation not issuing an additional 64,105 RSUs. During the twelve-month period ended March 31, 2021, Neptune issued 16,414 common shares of the Corporation to the CEO as part of his employment agreement at a weighted average price of $155.05 per common share. Withholding taxes of $717,135 were paid by the Corporation pursuant to the issuance of these RSUs resulting in the Corporation not issuing an additional 10,254 RSUs. (e) Restricted shares: During the twelve-month period ended March 31, 2022, Neptune issued no restricted common shares of the Corporation to employees. During the twelve-month period ended March 31, 2021, Neptune issued 850 common shares of the Corporation to employees at a weighted average price of $116.74 per common share for past services. Although issued as restricted shares under the equity incentive plan, there was no actual restriction nor restricted period on the shares, and they immediately converted into registered shares upon acceptance by the employees. (f) Warrants: On March 14, 2022, as part of the Direct Offering described under note 14(h), Neptune issued a total of 185,715 pre-funded (“Pre-Funded Pre-Funded Pre-Funded Pre-Funded Pre-Funded C hanges in the value of equity related to the warrants for the years ended March 31, 2022 and 2021 were as follows: March 31, 2022 March 31, 2021 Weighted Number of Weighted Number of Warrants outstanding at April 1, 2021 and 2020 $ 325.34 176,429 $ 325.34 176,429 Issued 0.0035 185,715 — — Exercised 0.0035 (185,715 ) — — Warrants outstanding at March 31, 2022 and 2021 $ 325.34 176,429 $ 325.34 176,429 Warrants exercisable at March 31, 2022 and 2021 $ 325.34 176,429 $ 325.34 147,858 Warrants of the Corporation classified as equity are composed of the following as at March 31, 2022 and March 31, 2021: March 31, March 31, Number Number Amount Number Number Amount Warrants IFF (i) 57,143 57,143 $ 1,630,210 57,143 28,572 $ 1,451,293 Warrants AMI (ii) 119,286 119,286 4,449,680 119,286 119,286 4,449,680 176,429 176,429 $ 6,079,890 176,429 147,858 $ 5,900,973 (i) During the year ended March 31, 2020, Neptune granted 57,143 warrants (“Warrants IFF”) with an exercise price of $420.00 expiring on November 7, 2024. The warrants, granted in exchange for services to be rendered by non-employees, (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, (g) At-The-Market On March 11, 2020, Neptune entered into an Open Market Sale Agreement with Jefferies LLC pursuant to which the Corporation may from time to time sell, through at-the-market During the twelve-month period ended March 31, 2021, the Corporation sold a total of 154,619 shares through the ATM program over the NASDAQ stock market, for gross proceeds of $13,736,868 and net proceeds of $13,069,149. The 3% commissions paid and other transaction costs amounted to $667,719. The shares were sold at the prevailing market prices which resulted in an average of approximately $88.55 per share. The ATM Offering was terminated as of February 16, 2021. (h) Direct Offerings: On March 14, 2022, Neptune issued a total of 528,572 common shares of the Corporation , along with 185,715 pre-funded (“Pre-Funded Pre-Funded Pre-Funded Pre-Funded and are exercisable commencing on the Closing Date, and will terminate when such Pre-Funded an exercise price of Pre-Funded On July 13, 2020, the Corporation issued 136,389 common shares at an offering price of $92.75 per share for gross proceeds of $12,649,998 and net proceeds of $12,017,902. The transaction costs amounted to $801,462. (i) Private placement: During the year ended March 31, 2021, Neptune completed a private placement with certain US healthcare focused institutional investors for a private placement of 462,963 common shares and 300,926 warrants. Each warrant is exercisable for one common share at an exercise price of $78.75. The gross proceeds of this offering were $35,000,000 before deducting fees and other offering expenses. Proceeds were allocated first to the warrants based on their fair value and then the residual to the common shares, resulting in an initial warrant liability of $11,831,000 (note 12) and $23,169,000 recorded in the equity of the Corporation. Purchase warrants are recognized as liabilities, as the exercise price of the warrants is in USD, whereas the Corporation’s functional currency is the Canadian dollar. Total issue costs related to this private placement amounted to $2,081,879, of which $1,560,552 were recorded against share capital and the portion related to the warrants, in the amount of $521,327, was recorded under finance costs. (j) Business combination: On February 10, 2021, as part of the consideration paid for the acquisition of a 50.1% interest in Sprout Foods, Inc., Neptune issued 192,617 common shares of the Corporation, for a total consideration of $17,595,505 representing the fair value of the common shares at the date of acquisition (note 4). (k) Registered Direct Offering Priced At-The-Market On February 17, 2021, Neptune entered into definitive agreements with institutional investors for the purchase of 785,715 common shares. The Corporation has also agreed to issue to the investors, in a concurrent private placement, unregistered common share purchase warrants to purchase an aggregate of 196,429 common shares. Each common share and accompanying quarter of a warrant are being sold together at a combined offering price of $ 70.00 , pursuant to a registered direct offering, priced at-the-market under Nasdaq rules, for aggregate gross proceeds of approximately $ 55.0 million before deducting fees and other estimated offering expenses (the “Offering”). The warrants will have an exercise price of $ 78.75 per share, will be exercisable commencing on the six-month anniversary of the date of issuance, and will expire 5.5 years from the date of issuance. The Offering closed on February 19, 2021. Proceeds were allocated first to the warrants based on their fair value and then the residual to the common shares, resulting in an initial warrant liability of $6,288,998 (note 12) and $48,711,002 recorded in the equity of the Corporation. Purchase warrants are recognized as liabilities, as the exercise price of the warrants is in USD, whereas the Corporation’s functional currency is the Canadian dollar. Total issue costs related to this private placement amounted to $2,958,406, of which $2,609,043 were recorded against share capital and the portion related to the warrants, in the amount of $349,363, was recorded under finance costs. |
Non-controlling Interest
Non-controlling Interest | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||
Non-controlling Interest | 11. Non-controlling The summarized financial information of Sprout Foods, Inc. subsidiary is provided below. This information is based on amounts before inter-company eliminations and include the effects of the Corporation’s purchase price adjustments. Summarized statement of loss and comprehensive loss: Three-month period ended June 30, 2022 June 30, 2021 Revenue from contracts with customers $ 8,157,597 $ 5,647,427 Cost of sales (8,312,289 ) (5,569,279 ) Selling, general and administrative expenses (3,755,529 ) (4,041,149 ) Finance income (costs) (538,967 ) 71,128 Loss before tax (4,449,188 ) (3,891,873 ) Income tax — (12,098 ) Net loss (4,449,188 ) (3,903,971 ) Total comprehensive loss (4,449,188 ) (3,903,971 ) Loss attributable to the subsidiary’s non-controlling (2,220,145 ) (1,948,082 ) Comprehensive loss attributable to the subsidiary’s non-controlling $ (2,220,145 ) $ (1,948,082 ) Summarized statement of balance sheets: June 30, March 31, Current assets $ 11,430,620 12,260,375 Non-current 38,751,184 39,000,367 Current liabilities 7,963,838 5,991,483 Non-current 26,760,154 25,362,259 Total equity 15,457,812 19,907,000 Attributable to: Equity holders of the Corporation $ 4,955,880 $ 7,184,923 Non-controlling 10,501,932 12,722,077 Summarized statement of cash flow: Three-month period ended June 30, 2022 June 30, 2021 Cash flow used in operating activities $ (2,082,940 ) $ (3,749,412 ) Cash flow used in investment activities — — Cash flow from financing activities (1) 648,022 3,663,605 Net decrease in cash and cash equivalents $ (1,434,918 ) $ (85,807 ) (1) Cash flow from financing activities is provided through intercompany advances. | 15. Non-controlling The summarized financial information of Sprout Foods, Inc. subsidiary is provided below, based on their financial statements prepared in accordance with US GAAP. This information is based on amounts before inter-company eliminations and include the effects of the Corporation’s purchase price adjustments. Summarized statement of loss and comprehensive loss: Year ended February 10, 2021 Revenue from contracts with customers $ 25,971,480 $ 2,403,074 Cost of sales (28,200,621 ) (3,192,259 ) Selling, general and administrative expenses (9,459,448 ) (1,253,251 ) Impairment loss on intangible assets (1,527,000 ) — Impairment loss on goodwill (3,288,847 ) — Finance costs (2,427,165 ) (140,218 ) Loss before tax (18,931,601 ) (2,182,654 ) Income tax (11,854 ) (1,398 ) Net loss (18,943,455 ) (2,184,052 ) Total comprehensive loss (18,948,855 ) (2,635,006 ) Loss attributable to the subsidiary’s non-controlling (9,452,784 ) (1,094,210 ) Comprehensive loss attributable to the subsidiary’s non-controlling $ (9,455,479 ) $ (1,320,138 ) Summarized statement of balance sheets: March 31, March 31, Current assets $ 12,260,375 11,338,209 Non-current 39,000,367 51,263,341 Current liabilities 5,991,483 6,125,690 Non-current 25,362,259 12,031,860 Total equity 19,907,000 44,444,000 Attributable to: Equity holders to parent $ 7,184,923 $ 22,266,444 Non-controlling 12,722,077 22,177,556 Summarized statement of cash flow: Year ended February 10, 2021 Cash flow used in operating activities $ (10,214,243 ) $ (2,225,032 ) Cash flow used in investment activities (122,136 ) — Cash flow from (used in) financing activities (1) 11,280,528 (26,286 ) Net increase (decrease) in cash and cash equivalents $ 944,149 $ (2,251,318 ) (1) |
Share-based Payment
Share-based Payment | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-based Payment | 12. Share-based payment: Under the Corporation’s share-based payment arrangements, a total stock-based compensation expense of $2,706,153 was recognized on equity based share based awards and a gain $3,154,328 on liability based awards and were recognized in the consolidated statement of loss and comprehensive loss for the three-month period ended June 30, 2022 (three-month period ended June 30, 2021 - equity expense of $3,080,269 and liability of nil). As at June , , the Corporation had the following share-based payment arrangements: (a) Corporation stock option plan: (i) Stock option plan: The Corporation 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 TSX on the eve of the grant. The terms and conditions for acquiring and exercising options are set by the Board of Directors, subject, among others, to 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 Corporation’s stock-option plan allows the Corporation 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 Corporation’s total issued and outstanding common shares at the time of the grant, with the maximum of 2% for any one consultant. The number and weighted average exercise prices of stock options are as follows: 2022 2021 Notes Weighted Number of Weighted Number of Options outstanding at April 1st, 2022 and 2021 $ 37.41 306,321 $ 65.91 121,208 Granted — — — — Exercised 11 (b) — — — — Forfeited/Cancelled 10.60 (14,286 ) 4.88 (166 ) Expired 36.98 (1,094 ) — — Options outstanding at June 30, 2022 and 2021 $ 36.98 290,941 $ 70.38 121,042 Options exercisable at June 30, 2022 and 2021 $ 56.82 106,476 $ 72.38 67,612 June 30, 2022 Options outstanding Exercisable options Exercise price Weighted Number of Weighted Weighted $17.57 - $55.42 4.48 187,549 28,571 42.35 $55.43 - $92.36 4.93 84,150 61,912 90.42 $92.37 - $106.33 0.45 2,143 2,143 95.97 $106.34 - $233.84 2.36 10,350 7,101 178.11 $233.85 - $274.39 6.25 6,749 6,749 259.65 290,941 106,476 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. There were no options granted to employees during the three-month period ended June 30, 2022 and 2021. Stock-based compensation recognized under this plan amounted to $480,411 for the three-month period ended June 30, 2022 (three-month period ended June 30, 2021 - $400,544). Unrecognized compensation cost at June 2022 is $918,873 with a weighted average period remaining of 1.18 years (2021 - $1,357,686 with a weighted average period remaining of 1.47 years) (ii) Non-market On July 8, 2019, the Corporation granted 100,000 non-market non-market non-market non-market No stock-based compensation expense was recognized during the three-month period ended June 30, 2022 (three-month period ended June 30, 2021- $101,319). (iii) Market performance options: On July 8, 2019, the Corporation granted 157,142 market performance options under the Corporation stock option plan at an exercise price of $155.05 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 approval of the amendments (grant date). The number and weighted average exercise prices of market performance options are as follows: 2022 2021 Notes Weighted Number Weighted Number Options outstanding at April 1, 2022 and 2021 $ 155.05 157,142 $ 155.05 157,142 Options outstanding at June 30, 2022 and 2021 $ 155.05 157,142 $ 155.05 157,142 Options exercisable at June 30, 2022 and 2021 $ 155.05 21,429 $ 155.05 21,429 Stock-based compensation recognized under this plan amounted to $601,034 and $627,261 respectively for the three-month periods ended June 30, 2022 and 2021. Unrecognized compensation cost at June 30, 2022 is $11,188,736 with a weighted average period remaining of 7.26 years (2021 - $14,110,008 with a weighted average period remaining of 8.26 years). (b) Deferred Share Units and Restricted Share Units: The Corporation has established an equity incentive plan for employees, directors and consultants of the Corporation. 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 Notes Weighted Number of Weighted Number of DSUs outstanding at April 1, 2022 and 2021 $ 66.45 6,468 $ 63.00 3,362 DSUs outstanding at June 30, 2022 and 2021 $ 66.45 6,468 $ 63.00 3,362 DSUs exercisable at June 30, 2022 and 2021 $ 39.93 2,753 $ 67.82 1,917 Of the DSUs outstanding as at June 30, 2022 (2021 – ), DSUs vested upon services to be rendered during a period of twelve months from date of grant (2021 – ). 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 $9,194 and $4,204 respectively for the three-month periods ended June 30, 2022 and 2021. (ii) Restricted Share Units (‘’RSUs’’) During the year ended March 31, 2020, as part of the employment agreement of the CEO, the Corporation 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 Corporation, 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 2022 2021 Notes Weighted Number of Weighted Number of RSUs outstanding at April 1st, 2022 and 2021 $ 59.75 25,038 $ 92.08 95,845 Granted 6.83 174,579 — — Released through the issuance of common shares 10 (d) 8.74 (108,079 ) 155.05 (41,660 ) Withheld as payment of withholding taxes 10 (d) 5.31 (68,697 ) 155.05 (21,011 ) RSUs outstanding at June 30, 2022 and 2021 $ 50.57 22,841 $ 148.49 33,174 Stock-based compensation recognized under this plan amounted to $1,615,514 and $1,946,941 respectively for the three-month periods ended June 30, 2022 and 2021. Unrecognized compensation cost at June 30, 2022 is $142,141 with a weighted average remaining life of 1.55 years (2021 - $1,061,082 unrecognized compensation cost with a weighted average remaining life of 0.8 years). In addition to above, on November 14, 2021, the Corporation and its CEO entered into an agreement pursuant to which the CEO’s existing employment agreement was amended to waive the Corporation’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 Corporation 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 Corporation’s common stock. As the strategic partnership was not consummated by December 31, 2021, the CEO will be entitled to a grant of vested RSUs with a value of approximately $0.8 million. The balance of the liability accrual to the CEO is $833,786 as at June 30, 2022, in trade and other payables. The revaluation of the liability amounted to a gain of $3,154,328 for the three-month period ended June 30, 2022 and was recorded into SG&A. During the three-months ended June 30, 2022, settlement in RSUs was of $1,187,221. The compensation to be settled in RSUs or if the Corporation 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 Corporation’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 June 30, 2022, the liability related to this long-term incentive of $12,931 ($88,688 as at March 31, 2022) is presented in Other liability in the consolidated balance sheets. During the three-month period ended June 30, 2022, a recovery of $ (2021 - an expense of $ ) was recorded in connection with the long-term incentive under selling, general and administrative expenses in the consolidated statement of loss. | 16. Share-based payment: Under the Corporation’s share-based payment arrangements, a total stock-based compensation of $7,816,845 was recognized in the consolidated statement of loss and comprehensive loss for the twelve-month period ended March 31, 2022 (2021 - $9,885,138). As at March 31, 2022, the Corporation had the following share-based payment arrangements: (a) Corporation stock option plan: (i) Stock option plan: The Corporation 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 TSX on the eve of the grant. The terms and conditions for acquiring and exercising options are set by the Board of Directors, subject, among others, to 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 15 The number and weighted average exercise prices of stock options are as follows: 2022 2021 Notes Weighted Number of Weighted Number of Options outstanding at April 1st, 2022 and 2021 $ 65.91 121,208 $ 65.76 229,784 Granted 25.41 286,554 56.91 57,839 Exercised 14 (b) — — 51.88 (142,193 ) Forfeited 37.41 (94,298 ) 127.32 (24,222 ) Expired 89.90 (7,143 ) — — Options outstanding at March 31, 2022 and 2021 $ 37.41 306,321 $ 65.91 121,208 Options exercisable at March 31, 2022 and 2021 $ 56.68 102,883 $ 67.23 61,526 2022 Options outstanding Exercisable options Exercise price Weighted Number of Weighted Weighted $43.40 - $66.85 4.87 67,858 — — $66.86 - $71.75 4.35 135,071 29,665 69.30 $71.76 - $82.60 5.18 86,294 60,131 74.55 $82.61 - $181.65 2.61 10,350 7,102 149.45 $181.66 - $232.75 6.50 6,748 5,985 210.00 306,321 102,883 The fair value of options granted has been estimated using the Black-Scholes option pricing model and based on the weighted average of the following assumptions for options granted to employees during the twelve-month period ended March 31, 2022 and 2021 as at the date of grant: Year ended Year ended Exercise price and share price $ 25.41 $ 56.91 Dividend yield — — Risk-free interest 0.94 % 0.46 % Estimated life (years) 4.29 3.74 Expected volatility 82.73 % 98.65 % The weighted average fair value of the options granted to employees during the twelve-month period ended March 31, 2022 was $13.68 (2021 - $54.00). Stock-based compensation recognized under this plan amounted to $2,101,474 for the twelve-month period ended March 31, 2022 (2021 - $1,363,318). Unrecognized compensation cost of $1,408,530 as at March 31, 2022 with a weighted average period remaining of 1.16 years. Unrecognized compensation cost of $1,662,751 as at March 31, 2021 with a weighted average period remaining of 1.55 years. (ii) Non-market On July 8, 2019, the Corporation granted 100,000 non-market . non-market 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 approval of the amendments (grant date). of these non-market performance options have vested as at March 31, 2022. These options were t exercisable as at March 31, 2022 and 2021. During the non-market (iii) Market performance options: On July 8, 2019, the Corporation granted 157,142 market performance options under the Corporation stock option plan at an exercise price of $155.05 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 approval of the amendments (grant date). The number and weighted average exercise prices of market performance options are as follows: 2022 2021 Notes Weighted Number of Weighted Number of Options outstanding at April 1, 2021 and 2020 $ 155.05 157,142 $ 154.12 157,857 Exercised 14 (b) — — 40.64 (715 ) Options outstanding at March 31, 2022 and 2021 $ 155.05 157,142 $ 155.05 157,142 Options exercisable at March 31, 2022 and 2021 $ 155.05 21,429 $ 155.05 21,429 Stock-based compensation recognized under this plan amounted to $2,465,163 and $2,337,085 respectively for the years ended March 31, 2022 and 2021. Unrecognized compensation cost at March 31, 2022 is $12,134,126 with a weighted average period remaining of 1.16 years. (2021 - $14,539,128 with a weighted average period remaining of 2.16 years) (b) Deferred Share Units, Restricted Share Units and Restricted Shares: The Corporation has established an equity incentive plan for employees, directors and consultants of the Corporation. 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 Notes Weighted Number of Weighted Number of DSUs outstanding at April 1, 2022 and 2021 $ 63.00 3,362 $ 68.39 3,544 Granted 19.26 3,106 63.00 1,199 Released through the issuance of common shares 14 (c) — — 68.82 (1,381 ) DSUs outstanding at March 31, 2022 and 2021 $ 66.45 6,468 $ 63.00 3,362 DSUs exercisable at March 31, 2022 and 2021 $ 39.93 2,753 $ 58.50 809 Of the 6,468 DSUs outstanding as at March 31, 2022 (2021 – 3,362), 1,944 DSUs vested upon services to be rendered during a period of twelve months from date of grant (2021 – 809). 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 Stock-based compensation recognized under this plan amounted to $49,826 and $63,407 respectively for the years ended March 31, 2022 and 2021.Unrecognized compensation cost of $11,873 as at March 31, 2022 with a weighted average period remaining of 0.31 years. ($4,992 unrecognized compensation cost as at March 31, 2021 with a weighted average period remaining of 0.11 years). (ii) Restricted Share Units (‘’RSUs’’) During the year ended March 31, 2020, as part of the employment agreement of the CEO, the Corporation 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 Corporation, 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 2022 2021 Notes Weighted Number of Weighted Number of RSUs outstanding at April 1st, 2022 and 2021 $ 92.08 95,845 $ 155.05 59,999 Granted 16.19 111,915 58.50 62,514 Forfeited 51.65 (10,538 ) — — Released through the issuance of common shares 14 (d) 50.53 (108,079 ) 155.05 (16,414 ) Withheld as payment of withholding taxes 14 (d) 10.61 (64,105 ) 155.05 (10,254 ) RSUs outstanding at March 31, 2022 and 2021 $ 59.75 25,038 $ 92.08 95,845 Stock-based compensation recognized under this plan amounted to $3,889,846 and $5,931,983 respectively for the years ended March 31, 2022 and 2021. Unrecognized compensation cost at March 31, 2022 is $235,075 with a weighted average remaining life of 1.30 years (2021 - $5,081,038 unrecognized compensation cost with a weighted average remaining life of 0.6 years). On November 14, 2021, the Corporation and its CEO entered into an agreement pursuant to which the CEO’s existing employment agreement was amended to waive the Corporation’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 Corporation 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 Corporation’s common stock. As the strategic partnership was not consummated by December 31, 2021, the CEO will be entitled to a grant of vested RSUs with a value of approximately $4.7 million. The Corporation has accrued the liability to the CEO $4,708,063 as at March 31, 2022 in trade and other payables, with a charge to selling general and administrative expenses. The compensation to be settled in RSUs or if the Corporation 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. (iii) Restricted Shares During the year ended March 31, 2021, the Corporation granted restricted shares to employees for past services. The fair value of the restricted shares is determined to be the higher of the 10-day paid-in The number and weighted average share prices of restricted shares are as follows: 2022 2021 Notes Weighted Number of Weighted Number of Restricted shares outstanding at April 1st, 2022 and 2021 $ — — $ — — Granted — — 146.65 1,004 Forfeited — — 146.65 (154 ) Released through the issuance of common shares 14 (e) — — 146.65 (850 ) Restricted shares outstanding at March 31, 2022 and 2021 $ — — $ — — Restricted shares exercisable at March 31, 2022 and 2021 $ — — $ — — Stock-based compensation recognized under this plan amounted to nil and $100,724 for the years ended March 31, 2022 and 2021. (c) Long term cash bonus: According to the employment agreement with the CEO, a long-term incentive of $15 million is payable if the Corporation’s US market capitalization is at least $1 billion. Based on the risk-neutral Monte Carlo simulation, the Corporation could reach this market capitalization in 6.51 years (2021 – 5.56 years). The incentive is recognized over the estimated period to reach the market capitalization. The assumptions used in the simulation include a risk free-rate o f 2.32% and a volatility of 67.35% (respectively 1.74% and 66.46% for the previous year). As at March 31, 2022, the liability related to this long-term incentive of $88,688 ($393,155 as at March 31, 2021) is presented in Other liability in the consolidated balance sheets. During the year ended March 31, 2022, a recovery of $304,467 (2021- a recovery of $471,341) was recorded in connection with the long-term incentive under selling, general and administrative expenses in the consolidated statement of loss. |
Finance Income and Finance Cost
Finance Income and Finance Costs | 12 Months Ended |
Mar. 31, 2022 | |
Finance Income And Finance Costs [Abstract] | |
Finance Income and Finance Costs | 17. Finance income and finance costs: (a) Finance income: Years ended March 31, March 31, Interest income $ 7,123 $ 38,327 Other finance income — 787,418 Finance income $ 7,123 $ 825,745 (b) Finance costs: Years ended Notes March 31, March 31, Interest charges and other finance costs $ 540,143 $ 622,841 Interest expense on loans and borrowings 13 1,000,000 293,250 Warrants issuance costs 12 603,835 870,690 Finance costs $ 2,143,978 $ 1,786,781 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 18. Income taxes: Income tax (recovery) expense: 2022 2021 Current $ — $ — Deferred taxes recovery — (3,477,711 ) Total tax recovery $ — $ (3,477,711 ) Reconciliation of effective tax rate: 2022 2021 Loss before income taxes $ (84,424,529 ) $ (127,741,941 ) Basic combined Canadian statutory income tax rate 1 26.50 % 26.50 % Income tax $ (22,372,500 ) $ (33,851,614 ) Increase (decrease) resulting from: Change in valuation allowance 18,982,099 26,696,339 Permanent difference on impairment on goodwill 788,642 999,782 Permanent difference related to derivative (1,656,038 ) (2,004,305 ) Non deductible and tax exempt items 71,653 (347,773 ) Non-deductible 2,050,909 2,660,390 Foreign exchange 236,512 (101,188 ) Difference in statutory tax rates of foreign subsidiaries 1,121,068 2,778,258 Other permanent differences 474,339 (571,275 ) Adjustments in relation to prior years 303,316 263,675 Total tax recovery $ — $ (3,477,711 ) 1 The Canadian combined statutory income tax rate. Components of the net deferred tax asset (liability) March 31, March 31, Net operating losses (“NOL”) and tax credit carryforwards $ 76,346,005 $ 61,321,242 Intangible assets and goodwill 554,187 653,006 Reserves and accruals not currently deductible for tax purposes 290,413 389,037 Financing fees not currently deductible for tax purposes 1,446,462 22,651 Research and development costs 3,098,560 533,372 Non-deductible 3,349,307 3,985,157 Other 1,693,301 1,723,027 Subtotal 86,778,235 68,627,492 Less: valuation allowance 83,934,321 64,418,752 Total net deferred tax assets 2,843,914 4,208,740 Property, plant and equipment — (2,991,756 ) Intangible assets and goodwill (1,921,815 ) — Right-of-use (767,164 ) (748,475 ) Other (154,935 ) (468,509 ) Total deferred tax liabilities (2,843,914 ) (4,208,740 ) Net deferred tax $ — $ — Management assesses the available positive and negative evidence to determine the valuation allowance required with respect to the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the years. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, as of March 31, 2022, a valuation allowance of $83,934,321 has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. Tax losses carried forward We have income tax NOL carryforwards which will expire on various dates in the next 20 years as follows: Federal Provincial/State 2027 46,000 2028 — 2029 — 2030 — 149,000 2031 474,000 1,523,000 2032 4,249,000 741,000 2033 11,099,000 11,210,000 2034 16,244,000 15,247,000 2035 11,275,000 10,429,000 2036 18,956,000 18,399,000 2037 9,835,000 9,178,000 2038 22,000 18,000 2039 7,974,000 8,473,000 2040 32,672,000 39,443,000 2041 42,380,000 40,506,000 2042 38,544,000 38,149,000 $ 193,770,000 $ 193,465,000 As at March 31, 2022, the Corporation had NOL that can be carried forward indefinitely ($101,174,000 for federal purposes and $96,884,000 for States purposes). As at March 31, 2022, the Corporation had realized and unrealized capital losses of $2,060,000 ($2,709,000 in 2021) that can be carried forward indefinitely. Tax credits receivable and recoverable Unused federal Investment tax credits may be used to reduce federal income tax payable and expire as follows: 2023 $ 174,000 2024 60,000 2025 43,000 2026 73,000 2027 116,000 2028 51,000 2029 113,000 2030 179,000 2031 216,000 2032 126,000 2033 104,000 2034 94,000 2035 234,000 2036 168,000 2037 127,000 2038 50,000 2039 58,000 $ 1,986,000 The amounts recorded as tax credits receivable or recoverable are subject to a government tax audit and the final amount received may differ from those recorded. |
Loss Per Share
Loss Per Share | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Loss per share | 13. Loss per share: Diluted loss per share was the same amount as basic loss per share, as the effect of options, DSUs, RSUs and warrants are anti-dilutive, as the Corporation has incurred losses in each of the periods presented. All outstanding options, DSUs, RSUs and warrants could potentially be dilutive in the future. | 19. Loss per share: Diluted loss per share was the same amount as basic loss per share, as the effect of options, DSUs, RSUs and warrants would have been anti-dilutive, as the Corporation has incurred losses in each of the periods presented. All outstanding options, DSUs, RSUs and warrants could potentially be dilutive in the future. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosure | 12 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosure | 20. Supplemental cash flow disclosure: (a) Changes in operating assets and liabilities: March 31, March 31, Trade and other receivables $ (163,066 ) $ (8,518,941 ) Prepaid expenses (279,770 ) (994,471 ) Inventories (2,674,208 ) (17,631,474 ) Trade and other payables 2,654,024 11,965,278 Deferred revenues (1,563,113 ) 634,393 Provisions (1,137,281 ) 733,755 Changes in operating assets and liabilities $ (3,163,414 ) $ (13,811,460 ) (b) Non-cash March 31, March 31, Acquired property, plant and equipment included in trade and other payables $ 155,352 $ 158,309 Intangible assets included in trade and other payables 109,971 72,043 |
Fair Value
Fair Value | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value | 14. Fair-value: The Corporation 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 investment in Acasti Pharma Inc. (“Acasti”), the call option granted to Neptune by Sprout’s non-controlling The following table presents the Corporation’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and March 31, 2022: June 30, 2022 Notes Level 1 Level 2 Level 3 Total Liabilities Liability related to warrants 8 $ — $ — $ 3,167,947 $ 3,167,947 Total $ — $ — $ 3,167,947 $ 3,167,947 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 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 June 30, 2022 and March 31, 2022, the Call Option was measured based on level 3 inputs to nil. For the three months ended June 30, 2022, the Company recorded a gain on re-measurement period-end The Corporation 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 Corporation 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. | 21. Fair-value: The Corporation 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 investment in Acasti Pharma Inc. (“Acasti”), the call option granted to Neptune by Sprout’s non-controlling The following table presents the Corporation’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and 2021: March 31, 2022 Notes Level 1 Level 2 Level 3 Total Assets Other financial assets - Sprout Call Option 4 $ — $ — $ — $ — Total $ — $ — $ — $ — Liabilities Liability related to warrants 12 $ — $ — $ 5,570,530 $ 5,570,530 Total $ — $ — $ 5,570,530 $ 5,570,530 March 31, 2021 Notes Level 1 Level 2 Level 3 Total Assets Marketable securities - Acasti Shares $ 150,000 $ — $ — $ 150,000 Other financial assets - Sprout Call Option 4 — — 5,615,167 5,615,167 Total $ 150,000 $ — $ 5,615,167 $ 5,765,167 Liabilities Liability related to warrants 12 $ — $ — $ 10,462,137 $ 10,462,137 Total $ — $ — $ 10,462,137 $ 10,462,137 As at March 31, 2022, the Corporation has no common shares of Acasti (31,250 as at March 31, 2021, considering the 8 to 1 reverse stock split). The investment was measured using Acasti’s stock market price. The fair value of the investment in Acasti was $150,000 or $4.80 per share as at March 31, 2021. During the year ended March 31, 2021, 750,000 Acasti pre-consolidation The net change in fair value of the investment including any gain or loss on the sale of the shares amounted to a $101,634 loss and a $151,799 gain respectively for the years ended March 31, 2022 and 2021 and were recognized in the profit and loss statement. As at the close of the acquisition of Sprout, 2021, the fair value of the asset related to the Call Option was determined to be $5,523,255, representing the excess of the market price over the contract value of the Call Option, discounted at a rate of 8.9% and assuming the exercise of the Call Option to acquire the remaining interest in Sprout would take place on January 1, 2023. To establish the market price, the multiples selected were 2.3x for revenues and 12.0x for EBITDA, based on analysis of average and median industry multiples, and were adjusted for a 20% discount; the multiples to be used as per the contract are 3.0x for revenues and 15.0x for EBITDA, weighted at 50%. Changes in the underlying assumptions of budgeted revenues as well as lower revenue market multiples resulted in a revaluation of the Call Option to nil during the year ended March 31, 2022. The measurement is based on level 3 inputs. The following table presents a reconciliation of the beginning and ending balance of the Call Option: Years ended Notes March 31, March 31, Balance as at April 1st 2021 and 2020 $ 5,615,167 $ — Increase arising from business combination 4 — 5,523,255 Change in fair value (5,606,683 ) 83,428 Effect of movements in exchange rate (8,484 ) 8,484 Balance as at March 31, 2022 and 2021 $ — $ 5,615,167 The liabilities related to warrants were recorded at their fair value using a Black-Scholes pricing model. Warrants are revalued each period-end The Corporation 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 Corporation 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 | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 15. Commitments and contingencies: (a) Commitments: (i) On November 2, 2017, Neptune entered into an exclusive commercial agreement for a specialty ingredient in combination with cannabinoids coming from cannabis or hemp for a period of 11 years with minimum annual volumes of sales starting in 2019. On January 31, 2020, Neptune entered into other commercial agreements for the same specialty ingredient in combination with fish oil products for a period of 8 years in replacement of a previous terminated agreement. According to these agreements signed with the same third-party’s beneficial owner, Neptune will pay royalties on sales. To maintain the exclusivity, Neptune must reach minimum annual volumes of sales for the duration of the agreements for which minimum volumes are being reached. The corresponding total remaining amount of minimum royalties is $3,767,576. (ii) On March 21, 2019, the Corporation received a judgment from the Court regarding certain previously disclosed claims made by a corporation controlled by the former CEO against the Corporation 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 Corporation 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 $477,982 for royalty payments has been recognized as of June 30, 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 Corporation 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 1-5, one-day (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. There are currently two active putative class action lawsuits, which allege that Sprout violated various state consumer protection laws and make other state and common law warranty and for unjust enrichment claims related to the alleged failure to disclose the presence of these metals, whereas consumers would have allegedly either not purchased the Products or would have paid less had Sprout made adequate disclosures. These putative class actions seek to certify a nationwide class of consumers as well as various state subclasses. These kinds of class actions have also been separately filed against all of the major baby food manufacturers in federal courts across the country. The U.S. Judicial Panel on Multidistrict Litigation (“JPML”) declined a request to centralize all of the consumer class action lawsuits against all of the baby food manufacturers into a single multidistrict proceeding. One of the class actions is currently pending in New Jersey Superior Court. The other class action is currently pending in the U.S. District Court for the Central District of California, but has been ordered to be transferred to the U.S. District for the District of New Jersey. Sprout denies the allegations in these lawsuits and contends that its baby foods are safe and properly labeled. 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 a lawsuit filed on June 16, 2021 in the state court of California 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. This lawsuit alleges 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 and will defend the case vigorously. No provision has been recorded in the financial statements for this matter. Furthermore, the Office of the Attorney General for the District of Columbia (“OAG”) in October 2021 sent a letter to Sprout, 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. (iii) 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 Corporation 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 Corporation’s acquisition of SugarLeaf Labs, Inc. The Corporation believes these claims are without merit and intends to vigorously defend itself. No provision has been recorded in the financial statements for this matter. The outcome of these claims and legal proceedings against the Corporation cannot be determined with certainty and is subject to future resolution, including the uncertainties of litigation. | 22. Commitments and contingencies: (a) Commitments: (i) On November 2, 2017, Neptune entered into an exclusive commercial agreement for a specialty ingredient in combination with cannabinoids coming from cannabis or hemp for a period of 11 years with minimum annual volumes of sales starting in 2019. On January 31, 2020, Neptune entered into other commercial agreements for the same specialty ingredient in combination with fish oil products for a period (ii) On April 14, 2020, the Corporation signed a two-year (iii) On March 21, 2019, the Corporation received a judgment from the Court regarding certain previously disclosed claims made by a corporation controlled by the former CEO against the Corporation 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 Corporation 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 $362,809 for royalty payments has been recognized as of March 31, 2022 ($1,489,854 as at March 31, 2021). Refer to note 11. (iv) 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 (b) Contingencies: In the normal course of business, the Corporation 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 starting August 1, 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). Final oral argument is scheduled for July 7, 2022, after which the arbitrator will issue a decision on whether the settlement is enforceable. 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 (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. There are currently two active putative class action lawsuits, which allege that Sprout violated various state consumer protection laws and make other state and common law warranty and for unjust enrichment claims related to the alleged failure to disclose the presence of these metals, whereas consumers would have allegedly either not purchased the Products or would have paid less had Sprout made adequate disclosures. These putative class actions seek to certify a nationwide class of consumers as well as various state subclasses. These kinds of class actions have also been separately filed against all of the major baby food manufacturers in federal courts across the country. The U.S. Judicial Panel on Multidistrict Litigation (“JPML”) declined a request to centralize all of the consumer class action lawsuits against all of the baby food manufacturers into a single multidistrict proceeding. One of the class actions is currently pending in New Jersey Superior Court. The other class action is currently pending in the U.S. District Court for the Central District of California, but has been ordered to be transferred to the U.S. District for the District of New Jersey. Sprout denies the allegations in these lawsuits and contends that its baby foods are safe and properly labeled. 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 a lawsuit filed on June 16, 2021 in the state court of California 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. This lawsuit alleges 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 and will defend the case vigorously. No provision has been recorded in the financial statements for this matter. In addition, the Office of the Attorney General for the District of Columbia (“OAG”) recently sent a letter to Sprout, 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. (iii) 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 Corporation 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 Corporation’s acquisition of SugarLeaf Labs, Inc. The Corporation believes these claims are without merit and intends to vigorously defend itself. No provision has been recorded in the financial statements for this matter. (iv) A supplier of cannabis initiated a lawsuit against 9354-7537 Quebec Inc. (operating as Neptune Wellness Solutions, Inc.) (“Neptune”) for breach of a Wholesale Cannabis Supply Agreement (the “Supply Agreement”) for the purchase of cannabis trim. The purchased trim was rejected by Neptune due to quality concerns. The supplier refused to refund the purchase price and ultimately sued Neptune 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 Neptune for the full purchase price of the trim. With fees and costs, the final arbitrator’s award entered against Neptune is of $1,127,024, plus applicable interest. A provision of $1,127,024 has been recognized in trade and other payables. The outcome of these claims and legal proceedings against the Corporation cannot be determined with certainty and is subject to future resolution, including the uncertainties of litigation. |
Operating Segments
Operating Segments | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Segment Reporting [Abstract] | ||
Operating Segments | 16. Operating Segments: The Corporation measures its performance based on a single a) Geographical information: Revenue is attributed to geographical locations based on the origin of customers’ location: Three-month periods ended June 30, June 30, Canada $ 5,056,502 $ 2,283,224 United States 10,931,537 7,559,218 Other countries 284,189 236,067 $ 16,272,228 $ 10,078,509 Long-lived assets of the Corporation are located in the following geographical location: June 30, March 31, Canada $ 308,743 $ 20,724,674 United States 1,103,580 723,449 Total property, plant and equipment $ 1,412,323 $ 21,448,123 June 30, March 31, Canada $ 2,066,151 $ 2,353,054 United States 18,947,802 19,301,981 Total intangible assets $ 21,013,953 $ 21,655,035 June 30, March 31, Canada $ 2,550,785 $ 2,625,851 United States 19,542,437 19,542,437 Total goodwill $ 22,093,222 $ 22,168,288 Assets held for sale by the Corporation are located in the following geographical location: June 30, March 31, Canada $ 21,834,039 $ — Total assets held for sale $ 21,834,039 $ — b) Revenues The Corporation derives revenue from the sales of goods which are recognized at a point in time as follows: Three-month periods ended June 30, June 30, Nutraceutical products $ 5,126,114 $ 3,200,668 Cannabis and hemp products 2,699,970 939,065 Food and beverages products 8,142,014 5,647,427 Innovation products — 34,480 $ 15,968,098 $ 9,821,640 | 23. Operating Segments: The Corporation measures its performance based on a single segment, which is the consolidated level, as the previous segment income (loss) before corporate expenses is not used in internal management reports that are reviewed by the Corporation’s Chief Operating Decision Maker, management believing that such information is no longer relevant in evaluating the results of the Corporation. a) Geographical information: Revenue is attributed to geographical locations based on the origin of customers’ location: Years ended March 31, March 31, Canada $ 12,447,125 $ 13,433,549 United States 35,330,138 20,857,092 Other countries 1,019,861 1,109,678 $ 48,797,124 $ 35,400,319 b) Information about major customers: During the year ended March 31, 2022, the Corporation realized revenues amounting to $5,005,000 from one customer accounting for 10.26% of consolidated revenues. During the year ended March 31, 2021, the Corporation realized revenues amounting to $5,261,979 from one customer accounting for 14.86% of consolidated revenues. c) Revenues The Corporation derives revenue from the sales of goods which are recognized at a point in time and the processing services which are recognized over time as follows: Years ended March 31, March 31, Recognized at a point in time Nutraceutical products $ 13,622,744 $ 12,183,362 Cannabis and hemp products 7,779,092 314,827 Food and beverages products 26,220,519 2,403,075 Innovation products 73,473 10,960,359 Recognized over time Processing services — 8,400,024 $ 47,695,828 $ 34,261,647 d) Geographical information on long-lived assets: Long-lived assets of the Corporation are located in the following geographical location: March 31, March 31, Canada $ 20,724,674 $ 35,644,781 United States 723,449 1,700,935 Total property, plant and equipment $ 21,448,123 $ 37,345,716 March 31, March 31, Canada $ 2,353,054 $ 3,792,982 United States 19,301,981 22,163,848 Total intangible assets $ 21,655,035 $ 25,956,830 March 31, March 31, Canada $ 2,625,851 $ 2,613,935 United States 19,542,437 22,839,437 Total goodwill $ 22,168,288 $ 25,453,372 |
Related Parties
Related Parties | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 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 Corporation entered into a collaboration agreement with International Flavors & Fragrances Inc. (“IFF”) to co-develop 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 During the three-month periods ended June 30, 2022 and 2021, the Corporation recorded a negligible amount of royalty expense pursuant to the co-development | 24. 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 Corporation entered into a collaboration agreement with International Flavors & Fragrances Inc. (“IFF”) to co-develop 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 During the years ended March 31, 2022 and 2021, the Corporation recorded a negligeable amount of royalty expense pursuant to the co-development |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent event | 18. Subsequent event: On July 13, 2022, Neptune announced that Sprout Foods Inc. (“Sprout”), the Corporation’s organic plant-based baby food and toddler snack company, has 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”) have 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 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. The amended Secured Promissory Notes may be converted, in whole or in part, at any time upon the mutual consent of Sprout, the Corporation and MSEC, into common shares of the Corporation. MSEC was issued 372,670 common shares of Neptune, of an approximate value of $570,000, in connection with this commitment. On October 11, 2022, the Corporation closed a registered direct offering of 3,208,557 common shares and 6,417,114 warrants in a concurrent private placement. The Corporation received gross proceeds of approximately $6.0 million in connection with the offering, before deducting placement agent fees and related offering expenses. The net proceeds to the Corporation from the offering, after deducting the placement agent fees and expenses, and the Corporation’s offering expenses were approximately $5.15 million. On October 17, 2022, the Corporation announced that it had entered into a binding agreement for the sale of its Canadian cannabis business, including the Sherbrooke building, for $3.8 million (C$5.15 million) to be paid to the Corporation in cash. The Corporation expects to record a loss on remeasurement of the assets to fair value less cost of sale in the approximate amount of $15 million in the second quarter interim financial statements for the three and six-month periods ended September 30, 2022. On October 21, 2022, the Corporation announced that it had agreed to settle and resolve a putative shareholder class action lawsuit filed against Neptune and certain of its current and former officers and directors (refer to note 22(b)iii) , captioned Gong v. Neptune Wellness Solutions, Inc. pending in the United States District Court for the Eastern District of New York, for a gross payment to the class of between $4 and $4.25 million, with the exact amount being within the Corporation’s control and dependent on the type of consideration used. The settlement is subject to court approval and certification by the court of the class, and the Corporation has a right to terminate the agreement within 30 days under certain circumstances. The Corporation will record a litigation settlement expense for the full amount in the second quarter interim financial statements for the three and six-month periods ended September 30, 2022. | 25. Subsequent events: On June 8, 2022, Neptune announced that the launch of a new Consumer Packaged Goods (“CPG”) focused strategic plan to reduce costs, improve the Corporation’s path to profitability and enhance current shareholder value. This plan builds on the Corporation’s initial strategic review that took place in fall of 2021 and focuses on two primary actions: (1) planned accelerated divestiture of the Canadian cannabis business and (2) a realignment of focus and operational resources toward increasing the value of Neptune’s consumer products business. With the planned divestiture of its cannabis business, Neptune is renewing its focus on the core brands – Sprout Organics and Biodroga Solutions. On June 9, 2022, Neptune announced the completion of the Corporation’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 On June 23, 2022, Neptune closed agreements with several institutional investors for the purchase and sale of an aggregate of 1,300,000 common shares of the Corporation, 645,526 pre-funded at-the-market Pre-funded (b) (Unaudited) On July 13, 2022, Neptune announced that Sprout has entered into an amendment of each of its existing Promissory notes. In connection with this amendment, investment funds managed by MSEC have financed an additional $3 million in Promissory notes to Sprout. The maturity date of the note facility of February 1 2024 is consistent with the maturity date of the existing Promissory notes with MSEC and Neptune. The $13.0 million of amended Promissory notes are secured, have a 10% interest rate per annum, increasing by 1% per annum every three months during the term of the Promissory notes. The interest will be compounded and added to the principal amount on a quarterly basis. The amended Promissory notes may be converted, in whole or in part, at any time upon the mutual consent of Sprout, the Corporation and MSEC, into common shares of the Corporation. MSEC was issued 372,670 common shares of Neptune, of an approximate value of $570,000, in connection with this financing. On October 11, 2022, the Corporation closed a registered direct offering of 3,208,557 common shares and 6,417,114 warrants in a concurrent private placement. The Corporation received gross proceeds of approximately $6.0 million in connection with the offering, before deducting placement agent fees and related offering expenses. The net proceeds to the Corporation from the offering, after deducting the placement agent fees and expenses, and the Corporation’s offering expenses were approximately $5.15 million. On October 17, 2022, the Corporation announced that it had entered into a binding agreement for the sale of its Canadian cannabis business, including the Sherbrooke building, for $3.8 million (C$5.15 million) to be paid to the Corporation in cash. The Corporation expects to record a loss on remeasurement of the assets to fair value less cost of sale in the approximate amount of $15 million in the second quarter interim financial statements for the three and six-month periods ended September 30, 2022. On October 21, 2022, the Corporation announced that it had agreed to settle and resolve a putative shareholder class action lawsuit filed against Neptune and certain of its current and former officers and directors (refer to note 22(b)iii) , captioned Gong v. Neptune Wellness Solutions, Inc. pending in the United States District Court for the Eastern District of New York, for a gross payment to the class of between $4 and $4.25 million, with the exact amount being within the Corporation’s control and dependent on the type of consideration used. The settlement is subject to court approval and certification by the court of the class, and the Corporation has a right to terminate the agreement within 30 days under certain circumstances. The Corporation will record a litigation settlement expense for the full amount in the second quarter interim financial statements for the three and six-month periods ended September 30, 2022. |
Significant accounting polici_2
Significant accounting policies (Policies) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of consolidation | (a) Basis of consolidation: These consolidated financial statements include the accounts of the Corporation and its subsidiaries in which the Corporation has a controlling financial interest. All intercompany balances and transactions have been eliminated from the Corporation’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. | (a) Basis of consolidation: These consolidated financial statements include the accounts of the Corporation and its subsidiaries in which the Corporation has a controlling financial interest. All intercompany balances and transactions have been eliminated from the Corporation’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 March 2020, the FASB issued ASU 2020-04, In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers acquired contract liability and (2) payment terms and their direct effect on subsequent revenue recognized by the acquirer. ASU 2021-08 The Corporation does not intend to early adopt any of the above amendments. | (t) New standards and interpretations not yet adopted: Accounting pronouncements not yet adopted In March 2020, the FASB issued ASU 2020-04, In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 470-20, Debt with Conversion and Other Options 815-40, accounting models for convertible debt instruments and convertible preferred stock. In addition, the ASU enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share 2020-06 In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 2021-08 The Corporation does not intend to early adopt any of the above amendments. |
Assets held for sale | (c) Assets held for sale: The Corporation classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria 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 as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; 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 Assets classified as held for sale, and the assets and liabilities included within a disposal group classified as held for sale are presented separately on the face of the statement of balance sheet. Non-current | |
Business combinations and related goodwill | (b) Business combinations and related goodwill: Business combinations are accounted for using the acquisition method as at the acquisition date when control is transferred. The consideration transferred for the acquisition of a business is the fair value of the assets transferred, and any liability and equity interests issued by the Corporation to the former owners of the acquired business on the date control of the acquired company is obtained. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are generally measured initially at their fair values at the acquisition date. Restructuring, transaction costs other than those associated with the issue of debt or equity securities, and other direct costs of a business combination are not considered part of the business acquisition transaction and are expensed as incurred. The Corporation measures goodwill as the fair value for the consideration transferred less the net recognized amount of the identifiable assets acquired and liabilities assumed, including the recognized amount of any non-controlling | |
Derivative over its own equity | (c) Derivative over its own equity: The Corporation has issued liability-classified derivatives over its own equity and has a call option on the non-controlling An embedded derivative is separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. Derivatives and separable embedded derivatives are recognized initially at fair value and attributable transaction costs are expensed as incurred. Subsequent to the initial recognition, derivatives and separable embedded derivatives are measured at fair value and all changes in the fair value are recognized in profit or loss, in the line item “Gain on revaluation of derivatives”. | |
Cash and cash equivalents | (d) Cash and cash equivalents: The Corporation considers all highly liquid, short-term investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents consist of time deposits with a number of U.S. and non-U.S. | |
Investments | (e) Investments: Investments in equity investments in publicly traded companies in which the Corporation does not exercise significant influence are classified as available-for-sale | |
Trade accounts receivable | (f) Trade accounts receivable: Trade accounts receivable consist of amounts due from normal business activities. An allowance for current expected credit losses is maintained to reflect credit risk for trade accounts receivable based on a current expected credit loss model which factors in changes in credit quality since the initial recognition of trade accounts receivable based on customer risk categories. Current expected credit losses also consider collection history and specific risks identified on a customer-by-customer | |
Inventories | (g) Inventories: Inventories are measured at the lower of cost and net realizable value. The cost of finished goods, raw materials, supplies and spare parts is based on the weighted-average cost method. The cost of finished goods and work in progress includes expenditures incurred in acquiring the inventories, production or conversion costs, sub-contractor Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. As necessary, the Corporation records write-downs for excess, slow moving and obsolete inventory. To determine these amounts, the Corporation regularly reviews inventory quantities on hand and compares them to estimates of historical utilization, future product demand, and production requirements. Write-downs of inventories to net realizable value are recorded in cost of sales in the consolidated financial statements. | |
Property, plant and equipment, net | (h) Property, plant and equipment, net: Property, plant and equipment are measured at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditures that are directly attributable to the acquisition of the asset, including all costs incurred in bringing the asset to its present location and condition. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. Depreciation is calculated on the cost of an asset using either a straight-line basis or a declining basis over the estimated useful lives of each item of property, plant and equipment. The estimated useful lives are as follows: Asset Method Period/Rate Building and building components Straight-line 20 to 40 years Laboratory, and plant equipment Straight-line 10 to 20 years Furniture and office equipment Declining balance 20% to 30% Computer equipment Straight-line 2 to 5 years (i) Goodwill and other Intangible assets: | |
Goodwill and other Intangible assets | (i) Initial recognition: Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Intangible assets with finite lives are carried at cost less accumulated amortization and impairment losses, if any, and are amortized on a straight-line basis over the estimated useful life of the intangible asset. Asset Method Period/Rate Customer relationships (1) Straight-line 10 years Farmer relationships (1) Straight-line 3 years License agreements Straight-line 31 months to 12 years Website and trademarks Straight-line 4 years Tradenames Straight-line 15 years Computer software Straight-line 3 to 5 years (1) During the year ended March 31, 2021, the amortization of customer relationships and farmer relationships, both related to SugarLeaf, was accelerated and those assets were then fully amortized. (ii) Subsequent expenditure: Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditure on internally generated goodwill and brands, are recognized in profit or loss as incurred. | |
Research and development | (j) Research and development: Research and development expenditures are expensed as incurred. These costs primarily consist of employees’ salaries and benefits related to research and development activities, consultants that conduct the Corporation’s clinical trials, independent auditors and consultants to perform investigation activities on behalf of the Corporation, clinical trial materials, stock-based compensation expense, and other non-clinical | |
Impairment | (k) Impairment: (i) Long-lived assets: Long-lived assets, such as property, plant, and equipment, and finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Corporation first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Any impairment loss recognized is not reversed in future periods. (ii) Goodwill: Goodwill is assessed for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value. Goodwill is tested for impairment at the reporting unit level, which is the operating segment, or a component, which is one level below that operating segment. Components are aggregated as a single reporting unit if they have similar economic characteristics. Goodwill is tested for impairment when there is a triggering event indicating that the carrying amount may be impaired. When impairment indicators are identified, the Corporation compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value, to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. Any impairment loss recognized is not reversed in future periods. For the purposes of annual impairment testing, the carrying amounts of goodwill are allocated to the reporting units. In conducting its annual impairment test, the Corporation first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Factors considered in a qualitative assessment include, among other things, macroeconomic conditions, industry and market considerations, financial performance of the respective reporting unit and other relevant entity and reporting-unit specific considerations. If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Corporation performs a quantitative assessment. The fair value of the reporting unit is determined by analyzing scenarios of business projections and sensitivities attempting to model various assumptions as to how the revenues and cash flows of the business may evolve depending on factors including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance specific to the reporting unit. The Corporation estimates the fair values of its reporting units based on discounted cash flow (“DCF”) methodology reflecting the latest projections. | |
Revenue | (l) Revenue: The Corporation’s revenue is comprised of sales of (i) nutraceutical products, (ii) cannabis and hemp products, (iii) food and beverages products, (iv) innovation products and (v) processing services. Payment terms are short-term in nature and are generally less than one year. In addition, if the good is transferred and payment is received within one year, the Company does not determine significant financing components. Sale of products: The Corporation’s revenue-generating activities from the sale of products in the course of ordinary activities are recognized at a point in time when control of the products is transferred to the customer and the Corporation’s obligations have been fulfilled. The Corporation transfers control generally on shipment of the goods or in some cases, upon reception by the customer. Revenue is measured as the amount of consideration the Corporation expects to receive in exchange for the Corporation’s product as specified in the customer contract. Certain of the Corporation’s customer contracts, most notably those with the Canadian provincial and territorial agencies, may provide the customer with a right of return. In certain circumstances, the Corporation may also provide a retrospective price adjustment to a customer. These items give rise to variable consideration, which is recognized as a reduction of the transaction price based upon the expected amounts of the product returns and price adjustments at the time revenue for the corresponding product sale is recognized. The determination of the reduction of the transaction price for variable consideration requires that the Corporation make certain estimates and assumptions that affect the timing and amounts of revenue recognized. The Corporation estimates this variable consideration by taking into account factors such as historical information, current trends, forecasts, provincial and territorial inventory levels, availability of actual results and expectations of demand. The Corporation recognizes a liability for sales refunds within other current liabilities with a corresponding decrease in revenues. Furthermore, the Corporation recognizes an asset for the value of inventory which is expected to be returned within prepaid expenses and other assets on the consolidated balance sheets with a corresponding reduction of cost of sale. Processing services: The Corporation is involved in the extraction, purification and formulation of health and wellness products. Revenue earned on processing services is recognized as the services are rendered in accordance with contractual terms, recovery of the consideration is probable and the amount of revenue can be measured reliably. The Corporation recognizes revenue from processing services in proportion to the stage of completion of the service at the reporting date. The stage of completion is assessed based on surveys of work performed. All related production costs are expensed as incurred. Royalty revenues: Royalties are earned under the terms of the applicable agreement and are recognized when it is probable that the economic benefits associated with the transaction will be received and the amount can be measured reliably. Principal versus agent arrangements: The Corporation may be involved with other parties, including suppliers of products, in providing goods or services to a customer when it enters into revenue transactions for the sale of products that it does not manufacture. In these instances, the Corporation must determine whether it is a principal in these transactions by evaluating the nature of its promise to the customer. The Corporation is a principal and records revenue on a gross basis if it controls a promised good before transferring that good to the customer. On the other hand, the Corporation records revenue as the net amount when it does not meet the criteria to be considered a principal. | |
Cost of revenue | (m) Cost of revenue: Cost of revenue includes all costs directly related to the manufacturing of products, including the cost of raw materials, direct labor, packaging, direct production costs, plant overhead, depreciation expense related to manufacturing and corresponding right-of-use also includes the costs relating to warehousing, maintenance, inspection activities, freight and inventory write-downs. | |
Selling, general and administrative expenses | (n) Selling, general and administrative expenses: Selling, general and administrative (“SG&A”) expenses include selling and administrative personal costs, sales and marketing expenses, professional fees, depreciation expense related to non-manufacturing non-manufacturing | |
Government grants | (o) Government grants: Government grants, consisting of grants, subsidies and Quebec provincial investment tax credits, are recorded as a reduction of the related expense or cost of the asset acquired. Government grants are recognized when there is reasonable assurance that the Corporation has met or will meet the requirements of the approved grant program and there is reasonable assurance that the grant will be received. Grants that compensate the Corporation for expenses incurred are recognized in profit or loss in reduction thereof on a systematic basis in the same years in which the expenses are recognized. Grants that compensate the Corporation for the cost of an asset are recognized in profit or loss on a systematic basis over the useful life of the asset. | |
Leases | (p) Leases: The Corporation determines if an arrangement is or contains a lease at contract inception and classifies it as either an operating or finance lease. In addition to lease agreements, the Corporation reviews all material contracts that could contain an embedded lease for potential embedded lease obligations. The Corporation recognizes a right-of-use The lease liability is recognized based on the present value of the remaining fixed or in-substance right-of-use Variable lease payments that do not depend on an index or a specified rate are not included in the measurement of lease liabilities but instead are recognized as expenses in the period in which the event or condition that triggers the payment occurs. The lease term for purposes of lease accounting may include options to extend or terminate the lease when it is reasonably certain that the Corporation will exercise that option as of the commencement date of the lease. For operating leases, the lease expense is recognized on a straight-line basis over the lease term as rent expense. For finance leases, the Corporation amortizes the ROU asset on a straight-line basis and records interest expense on the lease liability created at lease commencement over the lease term. After the commencement date, the carrying amount of lease liabilities is increased to reflect the accretion of interest and reduced to reflect lease payments made. In addition, the carrying amount of lease liabilities is remeasured when there is a change in future lease payments arising from a change in an index or specified rate, if there is a modification to the lease terms and conditions, a change in the estimate of the amount expected to be payable under residual value guarantee, or if the Corporation changes its assessment of whether it will exercise a termination, extension or purchase option. The re-measurement right-of-use right-of-use Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets; the Corporation recognizes lease expense for these leases over their lease term. | |
Share-based payment | (q) Share-based payment: The Corporation offers a stock option plan, which is further described in Note 16, Share-based payments. For equity-settled awards, the grant date fair value of share-based payment awards is recognized as an expense, with a corresponding increase in equity, over the applicable vesting period of the awards. The grant date fair value takes into consideration market performance conditions when applicable. The Corporation has elected to record awards that vest on multiple instalments as multiple awards, otherwise referred to as graded vesting. For performance-based options issued, the fair value of the instrument is measured at the grant date and expensed over the vesting term when the performance targets are considered probable of being achieved. The Corporation also elected to adjust the amount recognized as an expense to reflect the number of awards for which the related service and non-market non-market Equity based awards, consisting of RSUs, DSUs and cash bonus based on the price of the Corporation common share price, are initially measured based on the fair value of the share-based payment awards at grant date. The cash bonus is remeasured at the end of each reporting period, until settlement. The fair value of the share-based payment transactions is measured using the Black-Scholes model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on the historical volatility), weighted average expected life of the instruments (based on contractual life, tranche vesting term and general option holder behavior), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions, if any, are not taken into account in determining fair value. Certain instruments have a market condition considered in the determination of the fair value of the award. The fair value of those awards considers the market con ition and is determined generally using a Monte Carlo simulation model. | |
Income tax | (r) Income tax: Income taxes are comprised of current and deferred taxes. These taxes are accounted for using the liability method. Current tax is recognized in connection with income for tax purposes, unrealized tax benefits and the recovery of tax paid in a prior period and measured using the enacted tax rates and laws applicable to the taxation period during which the income for tax purposes arose. Deferred tax is recognized on the difference between the carrying amount of an asset or a liability, as reflected in the financial statements, and the corresponding tax base, used in the computation of income for tax purposes (temporary differences) and measured using the enacted tax rates and laws as at the balance sheet date that are expected to apply to the income that the Corporation expects to arise for tax purposes in the period during which the difference is expected to reverse. Management assesses the likelihood that a deferred tax asset will be realized, and a valuation allowance is provided to the extent that it is more likely than not that all or a portion of a deferred tax asset will not be realized. The determination of both current and deferred taxes reflects the Corporation’s interpretation of the relevant tax rules and judgement. An unrealized tax benefit may arise in connection with a period that has not yet been reviewed by the relevant tax authority. A change in the recognition or measurement of an unrealized tax benefit is reflected in the period during which the change occurs. Income taxes are recognized in the consolidated statement of loss, except when they relate to an item that is recognized in other comprehensive income (loss) or directly in equity, in which case, the taxes are also recognized in other comprehensive income (loss) or directly in equity respectively. Where income taxes arise from the initial accounting for a business combination, these are included in the accounting for the business combination. Interest and penalties in respect of income taxes are not recognized in the consolidated statement of loss as a component of income taxes but as a component of interest expense. | |
Net earnings or loss per share | (s) Net earnings or loss per share: Basic net earnings or loss per share is calculated by dividing the profit or loss attributable to common shareholders of the Corporation by the weighted average number of common shares outstanding during the period. Diluted net earnings or loss per share is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, for the effects of all dilutive potential common shares, which comprise warrants, share options, deferred share units, restricted share units and restricted shares granted to employees and directors. |
Basis of Preparation (Tables)
Basis of Preparation (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Basis Of Preparation [Abstract] | |
Schedule of Major Classes of Assets and Liabilities Classified as Held for Sale | The following table presents information related to the major classes of assets and liabilities that were classified as held for sale: June 30, Trade and other receivables $ 2,096,537 Prepaid expenses 204,610 Inventories 791,105 Building and building components 15,629,366 Laboratory and plant equipment 3,015,218 Intangible assets 97,203 Assets held for sale $ 21,834,039 Trade and other payables 3,314,508 Deferred revenues 12,928 Provisions 209,740 Liabilities directly associated with assets held for sale $ 3,537,176 |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | The estimated useful lives are as follows: Asset Method Period/Rate Building and building components Straight-line 20 to 40 years Laboratory, and plant equipment Straight-line 10 to 20 years Furniture and office equipment Declining balance 20% to 30% Computer equipment Straight-line 2 to 5 years (i) Goodwill and other Intangible assets: |
Schedule of Intangible Assets with Finite Useful Lives | The estimated useful lives are as follows: Asset Method Period/Rate Customer relationships (1) Straight-line 10 years Farmer relationships (1) Straight-line 3 years License agreements Straight-line 31 months to 12 years Website and trademarks Straight-line 4 years Tradenames Straight-line 15 years Computer software Straight-line 3 to 5 years (1) During the year ended March 31, 2021, the amortization of customer relationships and farmer relationships, both related to SugarLeaf, was accelerated and those assets were then fully amortized. |
Business combination (Tables)
Business combination (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of Final Purchase Price Allocation of Assets Acquired and Liabilities Assumed | The following table summarizes the final purchase price allocation of the Sprout Foods assets acquired and liabilities assumed at the acquisition date Fair value recognized Assets acquired Cash and cash equivalents $ 2,862,758 Trade receivables 2,062,773 Inventories 7,705,273 Prepaid expenses and other current assets 178,229 Property and equipment 140,619 Right-of-use 892,472 Tradenames 22,364,000 Other assets 5,550,279 41,756,403 Liabilities assumed Trade and other payables $ 5,163,813 Lease liability 892,472 Promissory note 11,446,356 17,502,641 Total identifiable net assets at fair value 24,253,762 Non-controlling (23,497,694 ) Goodwill arising on acquisition 22,839,437 Purchase price $ 23,595,505 Consist of: Cash $ 6,000,000 Common shares issued, at fair value 17,595,505 Total consideration $ 23,595,505 |
Schedule of Unaudited Pro forma Information | The following unaudited pro forma information for the years ended March 31, 2021, represents the results of operations of the Corporation as if the acquisition of Sprout Foods had occurred on April 1, 2020. This pro forma information does not purport to be indicative of the results that would have occurred for the periods presented or that may be expected in the future. (unaudited) March 31, Total revenues 53,823,888 Net loss (150,267,710 ) |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Summary of Trade and Other Receivables | March 31, March 31, Trade receivables $ 6,987,865 $ 6,099,627 Sales taxes receivable 497,824 740,201 Accrued and other receivables 47,985 547,039 Tax credits receivable 14,487 — Grants and subsidies receivables 51,423 1,280,342 $ 7,599,584 $ 8,667,209 |
Summary of Aging of Trade Receivable Balances and Allowance for Doubtful Accounts | The aging of trade receivable balances and the allowance for doubtful accounts as at March 31, 2022 and 2021 were as follows: March 31, March 31, Current $ 4,898,533 $ 2,372,855 Past due 0-30 909,643 1,002,752 Past due 31-120 423,836 1,001,901 Past due over 121 days 10,388,106 9,637,609 Trade receivables 16,620,118 14,015,117 Less expected credit loss (9,632,253 ) (7,915,490 ) $ 6,987,865 $ 6,099,627 |
Summary of Movement in Expected Credit Loss | The movement in expected credit loss in respect of trade receivables was as follows: March 31, March 31, Balance, beginning of year $ 7,915,490 $ 514,595 Bad debt expenses 2,505,738 7,339,626 Foreign exchange loss 41,373 405,148 Recoveries collected (830,348 ) (343,879 ) Balance, end of year $ 9,632,253 $ 7,915,490 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Summary of Inventories | June 30, March 31, Raw materials $ 6,231,095 $ 7,920,190 Work in progress — 1,016,916 Finished goods 7,825,419 7,974,690 Supplies and spare parts — 147,610 $ 14,056,514 $ 17,059,406 | March 31, March 31, Raw materials $ 7,920,190 $ 6,917,716 Work in progress 1,016,916 5,912,935 Finished goods 7,974,690 3,455,365 Supplies and spare parts 147,610 1,031,407 $ 17,059,406 $ 17,317,423 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | The Corporation’s property, plant and equipment balances consisted of the following: Years ended March 31, March 31, Land $ 182,831 $ 182,001 Building and building components 27,226,065 26,499,100 Laboratory and plant equipment 37,372,148 36,583,756 Furniture and office equipment 597,075 539,648 Computer equipment 878,101 692,855 Total $ 66,256,220 $ 64,497,360 Less: Accumulated depreciation and impairment loss (44,808,097 ) (27,151,644 ) $ 21,448,123 $ 37,345,716 |
Summary of Depreciation Expense of Property Plant and Equipment | Depreciation expense has been recorded in the following accounts in the consolidated statements of loss: Years ended March 31, March 31, Cost of sales $ 1,902,214 $ 2,442,208 Selling, general and administrative expenses 821,537 1,519,109 $ 2,723,751 $ 3,961,317 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Liabilities Amounts Recognized in Consolidated Balance Sheets | The following table summarizes the lease liabilities amounts recognized in the consolidated balance sheets: March 31, March 31, Curren t $ 641,698 $ 230,016 Non-curren t 2,063,421 2,886,940 Tot $ 2,705,119 $ 3,116,956 |
Summary of Movements in Cash and Non-cash Flows from Operating Leases | The following table summarizes the movements in cash and non-cash Years ended March 31, March 31, Operating cash flow payments for operating lease liabilities $ (25,201 ) $ (36,445 ) Operating cash inflow payments for sublease classified as operating lease 61,166 21,320 Operating leases from business combination — 892,472 Operating lease right-of-use 275,840 1,282,743 |
Summary of Weighted-average Remaining Lease Term, and Weighted-average Discount Rate | The Corporation has calculated the weighted-average remaining lease term, presented in years below, and the weighted-average discount rate for the operating lease population. The Corporation uses the incremental borrowing rate as the lease discount rate, unless the lessor’s rate implicit in the lease is readily determinable, in which case it is used. March 31, March 31, Weighted-average remaining operating lease term (in years) 6.34 5.38 Weighted-average operating lease discount rate 5.69 % 6.12 % |
Summary of Maturity Analysis, Contractual Undiscounted Cash Flows | (a) Maturity analysis – contractual undiscounted cash flows: March 31, 2023 $ 753,444 2024 575,223 2025 457,263 2026 340,263 2027 194,593 2028 and thereafter 878,569 Total lease liabilities payments $ 3,199,355 Less: Imputed interest (494,236 ) Total operating lease liabilities $ 2,705,119 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Reconciliation of Changes in Intangible Assets and Goodwill | As at March 31, 2022 Cost Accumulated Accumulated Net Weighted Customer relationships 11,127,771 (9,896,889 ) — 1,230,882 4.75 Farmer relationships 10,446,700 (10,446,700 ) — — — Patents 288,541 (288,541 ) — — — License agreements 4,088,843 (3,050,053 ) — 1,038,790 3.79 Website and trademarks 529,441 (457,836 ) — 71,605 1.00 Computer software 710,525 (669,341 ) — 41,184 0.25 Tradenames 22,504,329 (1,704,755 ) (1,527,000 ) 19,272,574 14.00 Intangible assets $ 49,696,150 $ (26,514,115 ) $ (1,527,000 ) $ 21,655,035 7.73 Goodwill $ 127,442,658 $ — $ (105,274,370 ) $ 22,168,288 N/A As at March 31, 2021 Cost Accumulated Accumulated Net Weighted Customer relationships 11,077,278 (9,525,598 ) — 1,551,680 5.75 Farmer relationships 10,399,298 (10,399,298 ) — — — Patents 287,231 (287,231 ) — — — License agreements 4,070,290 (2,309,950 ) — 1,760,340 4.79 Website and trademarks 95,221 (24,554 ) — 70,667 2.00 Computer software 707,301 (297,006 ) — 410,295 1.25 Tradenames 22,364,201 (200,353 ) — 22,163,848 15.00 Intangible assets $ 49,000,820 $ (23,043,990 ) $ — $ 25,956,830 8.57 Goodwill $ 126,864,388 $ — $ (101,411,016 ) $ 25,453,372 N/A | |
Schedule of Amortization Expense Has Recorded in Consolidated Statements of Loss and Comprehensive Loss | Amortization expense has been recorded in the following accounts in the consolidated statement of loss: Years ended March 31, March 31, Cost of sales $ 582,096 $ 901,856 Selling, general and administrative expenses 2,774,632 14,198,861 $ 3,356,728 $ 15,100,717 | |
Schedule of Estimated Aggregate Amortization Expense Related to Intangible Assets with Finite Useful Life | The estimated aggregate amortization expense related to intangible assets with finite useful life for each of the next five fiscal years is as follows: 2023 2024 2025 2026 2027 Estimated aggregate amortization expense $ 2,514,571 $ 2,442,943 $ 2,442,943 $ 2,342,144 $ 2,032,939 | |
Schedule of Goodwill | Goodwill as of March 31, 2022 and March 31, 2021 was as follows: Notes Goodwill Balance as at March 31, 2020 $ 30,104,661 Business acquisition 4 22,839,437 Impairment loss (26,898,016 ) Effect of movements in exchange rates (592,710 ) Balance as at March 31, 2021 25,453,372 Impairment loss (3,288,847 ) Effect of movements in exchange rates 3,763 Balance as at March 31, 2022 $ 22,168,288 | |
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: June 30, March 31, Biodroga $ 2,550,785 $ 2,625,851 Sprout 19,542,437 19,542,437 $ 22,093,222 $ 22,168,288 | The aggregate amount of goodwill is allocated to each reporting unit as follows: March 31, March 31, Biodroga $ 2,617,698 $ 2,613,935 Sprout 19,550,590 22,839,437 $ 22,168,288 $ 25,453,372 (a) Annual impairment testing of Biodroga: The Corporation performed its annual impairment testing of the Biodroga goodwill as at March 31, 2022 and 2021. The fair value of the Biodroga reporting unit’s operations was determined to be higher than the carrying value and resulted in no impairment of goodwill recorded in the year ended March 31, 2022 and March 31, 2021. The fair value of the reporting unit was estimated using discounted cash flow model with a WACC pre-tax Cash flows were projected based on past experience, actual operating results and the three-year business plan including a terminal growth rate of 2.5% (2021 – 2.5%). The most significant assumptions used to estimate the fair values using 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 an impairment charge. Should these projections not be realized, an impairment loss may be needed in future periods. As at March 31, 2022, the assumptions used in determining the fair value were not subject to a degree of uncertainty that would have caused impairment to be recorded as there was sufficient headroom between the fair value of the reporting unit and its carrying value. These significant assumptions are classified as Level 3 in the fair value hierarchy, signifying that they are not based on observable market data. The model is particularly sensitive to the future expected cash flows in the upcoming periods, should these not be realized, an impairment loss may be needed in future periods. (b) Accelerated amortization and impairment of SugarLeaf Labs: During the year ended March 31, 2021, the downturn in oil prices for cannabis persisted (as was the case for the previous year), and the commercial viability of the SugarLeaf reporting unit was reviewed. Management noted that the customers for which a customer relationship intangible asset was acquired with the SugarLeaf reporting unit had ceased placing orders and there were minimal active business relationships with these customers. As the reporting unit was no longer viable given declining pricing and demand, the Corporation would not benefit from these relationships and thus decided to take accelerated amortization for this intangible asset, in the amount of $5,803,135 during the year ended March 31, 2021. Also, Neptune was not producing or selling any products resulting from the farmer relationships acquired with the SugarLeaf reporting unit. Furthermore, SugarLeaf did not have any contracts with customers and there was no commercial viability to these supplier relationships with the farmers. Neptune will not realize future economic benefits from these relationships and thus, Management decided to take accelerated amortization for this intangible asset, in the amount of $4,749,174 during the year ended March 31, 2021. Amortization charges are recorded in selling, general and administrative expenses. As a result of the above events, Management determined there were impairment indicators during the quarter ended December 31, 2020 and performed an impairment test of the SugarLeaf reporting unit, for which the fair value of goodwill of the SugarLeaf reporting unit was estimated at $6.0 million, which resulted in an impairment of goodwill of $26,898,016. Management also tested other long-lived assets for impairment and consequently, Neptune recorded an impairment loss on property, plant and equipment and right-of-use Fair value was determined using the market approach using Level 3 inputs. Significant assumptions used in determining the fair value were the revenue of the SugarLeaf reporting unit and revenue multiples derived from comparable company transactions. During the year ended March 31, 2022, negative industry and economic trends were identified in the second quarter. The fair value of the asset group was determined to be less than the carrying value, resulting in an impairment loss of $2,323,062 to other long-lived assets. The fair value of the asset group was determined using market multiple valuation approach with the significant assumption of market revenue multiple. The fair value of the individual assets of land, building and equipment was determined using market prices for comparable asset. (c) Impairment testing of Sprout: The Corporation performed an annual impairment testing of the Sprout goodwill in the fourth quarter. The Corporation 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 $3,288,847 goodwill impairment expense was recorded in the year ended March 31, 2022. The fair value of the reporting unit was estimated using a discounted cash flow model with a WACC pre-tax Cash flows were projected based on past experience, actual operating results and the three-year business plan including a terminal growth rate of 3%. The Corporation also identified a trigger of impairment related to its long-lived assets and recorded an impairment charge of $1,527,000 for trademarks. The fair value was determined using a discounted cash flow model. The most significant assumptions used to estimate the fair values using 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 an impairment charge. Should these projections not be realized, an impairment loss may be needed in future periods. Due to the impairment losses recorded in the fourth quarter of fiscal 2022, 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 assumptions used by the Corporation in the cash flow forecast discounting model are classified as Level 3 in the fair value hierarchy, signifying that they are not based on observable market data. The model is particularly sensitive to the future expected cash flows in the upcoming periods, should these not be realized, an impairment loss may be needed in future periods. |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 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: June 30, March 31, Biodroga $ 2,550,785 $ 2,625,851 Sprout 19,542,437 19,542,437 $ 22,093,222 $ 22,168,288 | The aggregate amount of goodwill is allocated to each reporting unit as follows: March 31, March 31, Biodroga $ 2,617,698 $ 2,613,935 Sprout 19,550,590 22,839,437 $ 22,168,288 $ 25,453,372 (a) Annual impairment testing of Biodroga: The Corporation performed its annual impairment testing of the Biodroga goodwill as at March 31, 2022 and 2021. The fair value of the Biodroga reporting unit’s operations was determined to be higher than the carrying value and resulted in no impairment of goodwill recorded in the year ended March 31, 2022 and March 31, 2021. The fair value of the reporting unit was estimated using discounted cash flow model with a WACC pre-tax Cash flows were projected based on past experience, actual operating results and the three-year business plan including a terminal growth rate of 2.5% (2021 – 2.5%). The most significant assumptions used to estimate the fair values using 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 an impairment charge. Should these projections not be realized, an impairment loss may be needed in future periods. As at March 31, 2022, the assumptions used in determining the fair value were not subject to a degree of uncertainty that would have caused impairment to be recorded as there was sufficient headroom between the fair value of the reporting unit and its carrying value. These significant assumptions are classified as Level 3 in the fair value hierarchy, signifying that they are not based on observable market data. The model is particularly sensitive to the future expected cash flows in the upcoming periods, should these not be realized, an impairment loss may be needed in future periods. (b) Accelerated amortization and impairment of SugarLeaf Labs: During the year ended March 31, 2021, the downturn in oil prices for cannabis persisted (as was the case for the previous year), and the commercial viability of the SugarLeaf reporting unit was reviewed. Management noted that the customers for which a customer relationship intangible asset was acquired with the SugarLeaf reporting unit had ceased placing orders and there were minimal active business relationships with these customers. As the reporting unit was no longer viable given declining pricing and demand, the Corporation would not benefit from these relationships and thus decided to take accelerated amortization for this intangible asset, in the amount of $5,803,135 during the year ended March 31, 2021. Also, Neptune was not producing or selling any products resulting from the farmer relationships acquired with the SugarLeaf reporting unit. Furthermore, SugarLeaf did not have any contracts with customers and there was no commercial viability to these supplier relationships with the farmers. Neptune will not realize future economic benefits from these relationships and thus, Management decided to take accelerated amortization for this intangible asset, in the amount of $4,749,174 during the year ended March 31, 2021. Amortization charges are recorded in selling, general and administrative expenses. As a result of the above events, Management determined there were impairment indicators during the quarter ended December 31, 2020 and performed an impairment test of the SugarLeaf reporting unit, for which the fair value of goodwill of the SugarLeaf reporting unit was estimated at $6.0 million, which resulted in an impairment of goodwill of $26,898,016. Management also tested other long-lived assets for impairment and consequently, Neptune recorded an impairment loss on property, plant and equipment and right-of-use Fair value was determined using the market approach using Level 3 inputs. Significant assumptions used in determining the fair value were the revenue of the SugarLeaf reporting unit and revenue multiples derived from comparable company transactions. During the year ended March 31, 2022, negative industry and economic trends were identified in the second quarter. The fair value of the asset group was determined to be less than the carrying value, resulting in an impairment loss of $2,323,062 to other long-lived assets. The fair value of the asset group was determined using market multiple valuation approach with the significant assumption of market revenue multiple. The fair value of the individual assets of land, building and equipment was determined using market prices for comparable asset. (c) Impairment testing of Sprout: The Corporation performed an annual impairment testing of the Sprout goodwill in the fourth quarter. The Corporation 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 $3,288,847 goodwill impairment expense was recorded in the year ended March 31, 2022. The fair value of the reporting unit was estimated using a discounted cash flow model with a WACC pre-tax Cash flows were projected based on past experience, actual operating results and the three-year business plan including a terminal growth rate of 3%. The Corporation also identified a trigger of impairment related to its long-lived assets and recorded an impairment charge of $1,527,000 for trademarks. The fair value was determined using a discounted cash flow model. The most significant assumptions used to estimate the fair values using 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 an impairment charge. Should these projections not be realized, an impairment loss may be needed in future periods. Due to the impairment losses recorded in the fourth quarter of fiscal 2022, 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 assumptions used by the Corporation in the cash flow forecast discounting model are classified as Level 3 in the fair value hierarchy, signifying that they are not based on observable market data. The model is particularly sensitive to the future expected cash flows in the upcoming periods, should these not be realized, an impairment loss may be needed in future periods. |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Payables [Abstract] | |
Summary of Trade and Other Payables | March 31, March 31, Trade payables $ 10,667,780 $ 12,154,734 Accrued liabilities and other payables 11,211,335 5,841,675 Employee salaries and benefits payable 576,826 1,750,375 Short-term portion of long-term payables 244,908 135,211 $ 22,700,849 $ 19,881,995 |
Liability Related to Warrants (
Liability Related to Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 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 three-month periods ended June 30, 2022 and 2021 were as follows: Warrants Amount Outstanding as at March 31, 2021 497,355 $ 10,462,000 Warrants issued during the period — — Revaluation (1,829,330 ) Movements in exchange rates 156,669 Outstanding as at June 30, 2021 497,355 8,789,339 Outstanding as at March 31, 2022 1,925,929 $ 5,570,530 Warrants issued during the period 3,891,052 7,126,957 Revaluation (9,523,700 ) Movements in exchange rates (5,840 ) Outstanding as at June 30, 2022 5,816,981 3,167,947 | Changes in the value of the liability related to the warrants for the years ended March 31, 2022 and 2021 were as follows: Warrants Amount Outstanding as at March 31, 2020 — $ — Warrants issued during the year 497,355 18,119,998 Revaluation (7,869,253 ) Movements in exchange rates 211,392 Outstanding as at March 31, 2021 497,355 10,462,137 Warrants issued during the year 1,428,574 7,585,314 Revaluation (12,633,316 ) Movements in exchange rates 156,395 Outstanding as at March 31, 2022 1,925,929 5,570,530 |
Summary of Outstanding Warrants | The following table provides the relevant information on the outstanding warrants as at June 30, 2022: Reference Date of issuance Number of warrants Number of warrants Exercise price Expiry date 2020 Warrants October 22, 2020 300,926 300,926 $ 78.75 October 22, 2025 2021 Warrants February 19, 2021 196,429 196,429 $ 78.75 August 19, 2026 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 1,945,526 1,945,526 $ 2.32 June 23, 2027 Series D Warrants June 23, 2022 1,945,526 1,945,526 $ 2.32 June 24, 2024 5,816,981 5,816,981 $ 11.04 | The following table provides the relevant information on the outstanding warrants as at March 31, 2022: Reference Date of issuance Number of Number of Exercise Expiry date 2020 Warrants October 22, 2020 300,926 300,926 $78.75 October 22, 2025 2021 Warrants February 19, 2021 196,429 196,429 $78.75 August 19, 2026 Series A Warrants March 14, 2022 714,287 — $11.20 September 14, 2027 Series B Warrants March 14, 2022 714,287 — $11.20 March 14, 2028 1,925,929 497,355 $28.64 |
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 is presented in the following tables: 2020 Warrants 2021 Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ 309,769 $ 6,174,000 $ 306,704 $ 4,288,000 Change in fair value (288,585 ) (1,100,996 ) (284,062 ) (728,334 ) Translation effect (1,598 ) 93,052 (8,985 ) 63,617 Balance - end of period $ 19,586 $ 5,166,056 $ 13,657 $ 3,623,283 Series A Warrants Series B Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ 3,270,816 $ — $ 1,683,241 $ — Warrants issued during the period — — — — Change in fair value (2,862,450 ) — (1,608,960 ) — Translation effect (17,994 ) — (7,900 ) — Balance - end of period $ 390,372 $ — $ 66,381 $ — Series C Warrants Series D Warrants June 30, June 30, June 30, June 30, Balance - beginning of period $ — $ — $ — $ — Warrants issued during the period 4,046,836 — 3,080,121 — Change in fair value (2,415,483 ) — (2,064,160 ) — Translation effect 17,379 — 13,258 — Balance - end of period $ 1,648,732 $ — $ 1,029,219 $ — | The derivative warrant liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value is presented in the following tables: 2020 Warrants 2021 Warrants March 31, March 31, March 31, March 31, Balance - beginning of year $ 6,174,137 $ — $ 4,288,000 $ — Warrants issued during the year — 11,831,000 — 6,288,998 Change in fair value (5,877,802 ) (5,893,160 ) (3,990,948 ) (1,976,093 ) Translation effect 13,434 236,297 9,652 (24,905 ) Balance - end of year $ 309,769 $ 6,174,137 $ 306,704 $ 4,288,000 Series A Warrants Series B Warrants March 31, March 31, March 31, March 31, Balance - beginning of year $ — $ — $ — $ — Warrants issued during the year 4,757,559 — 2,827,755 — Change in fair value (1,572,299 ) — (1,192,267 ) — Translation effect 85,556 — 47,753 — Balance - end of year $ 3,270,816 $ — $ 1,683,241 $ — |
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 June 30, June 30, June 30, June 30, Share price $ 1.40 $ 40.95 $ 1.40 $ 40.95 Exercise price $ 78.75 $ 78.75 $ 78.75 $ 78.75 Dividend yield — — — — Risk-free interest 2.99 % 0.73 % 3.00 % 0.89 % Remaining contractual life (years) 3.32 4.32 4.14 5.14 Expected volatility 92.6 % 77.6 % 89.2 % 73.6 % Series A Warrants Series B Warrants June 30, June 30, June 30, June 30, Share price $ 1.40 $ — $ 1.40 $ — Exercise price $ 11.20 $ — $ 11.20 $ — Dividend yield — — — — Risk-free interest 3.01 % — 2.83 % — Remaining contractual life (years) 5.21 — 1.21 — Expected volatility 85.4 % — 96.4 % — Series C Warrants Series D Warrants June 30, June 23, 2022 June 30, June 23, 2022 Share price $ 1.40 $ 2.90 $ 1.40 $ 2.90 Exercise price $ 2.32 $ 2.32 $ 2.32 $ 2.32 Dividend yield — — — — Risk-free interest 3.01 % 3.38 % 2.92 % 3.21 % Remaining contractual life (years) 4.98 5.00 1.98 2.00 Expected volatility 86.3 % 84.0 % 93.5 % 88.7 % | 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 March 31, March 31, March 31, March 31, Share price $ 7.70 $ 45.85 $ 7.70 $ 45.85 Exercise price $ 78.75 $ 78.75 $ 78.75 $ 78.75 Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest 2.44 % 0.80 % 2.49 % 1.01 % Remaining contractual life (years) 3.57 4.57 4.39 5.39 Expected volatility 83.2 % 76.1 % 83.5 % 72.0 % Series A Warrants Series B Warrants March 31, March 14, 2022 March 31, March 14, 2022 Share price $ 7.70 $ 45.85 $ 7.70 $ 45.85 Exercise price $ 11.20 $ 11.20 $ 11.20 $ 11.20 Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest 1.94 % 2.12 % 1.46 % 1.58 % Remaining contractual life (years) 5.46 5.50 1.46 1.50 Expected volatility 77.5 % 76.1 % 87.0 % 83.3 % |
Loans and Borrowings (Tables)
Loans and Borrowings (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Summary of Loans and Borrowings | June 30, March 31, Loans and borrowings: Promissory note of $10,000,000 issued by Sprout, guaranteed by the Corporation and secured through a first-ranking mortgage on all movable assets of Sprout current and future, corporeal and incorporeal, and tangible and intangible. The outstanding principal balance bears interest at the rate of 10.0% per annum. Interest is accrued and added to the principal amount of the loan. The principal is payable on February 1, 2024. $ 11,881,589 $ 11,648,320 11,881,589 11,648,320 Less current portion of loans and borrowings — — Loans and borrowings $ 11,881,589 $ 11,648,320 | March 31, March 31, Loans and borrowings: Promissory note of $10,000,000 issued by Sprout, guaranteed by the Corporation and secured through a first-ranking mortgage on all movable assets of Sprout current and future, corporeal and incorporeal, and tangible and intangible. The outstanding principal balance bears interest at the rate of 10.0% per annum, payable quarterly in arrears on the last day of each fiscal quarter during the term, commencing March 31, 2021. The principal is payable on February 1, 2024. $ 11,648,320 $ 11,312,959 11,648,320 11,312,959 Less current portion of loans and borrowings — — Loans and borrowings $ 11,648,320 $ 11,312,959 |
Capital and other components _2
Capital and other components of equity (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Equity [Abstract] | ||
Summary of Warrants | Changes in the value of equity related to the warrants were as follows: June 30, 2022 March 31, 2022 Weighted Number of Weighted Number of Warrants outstanding at April 1, 2022 and 2021 $ 325.34 176,429 $ 325.34 176,429 Issued 0.0001 645,526 0.0035 185,715 Exercised 0.0001 (645,526 ) 0.0035 (185,715 ) Warrants outstanding at June 30, 2022 and March 31, 2022 $ 325.34 176,429 $ 325.34 176,429 Warrants exercisable at June 30, 2022 and March 31, 2022 $ 325.34 176,429 $ 325.34 176,429 Warrants of the Corporation classified as equity are composed of the following as at June 30, 2022 and March 31, 2022: June 30, 2022 March 31, 2022 Number Number Amount Number Number 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 4,449,680 176,429 176,429 $ 6,079,890 176,429 176,429 $ 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 on November 7, 2024. The warrants, granted in exchange for services to be rendered by non-employees, (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, | C hanges in the value of equity related to the warrants for the years ended March 31, 2022 and 2021 were as follows: March 31, 2022 March 31, 2021 Weighted Number of Weighted Number of Warrants outstanding at April 1, 2021 and 2020 $ 325.34 176,429 $ 325.34 176,429 Issued 0.0035 185,715 — — Exercised 0.0035 (185,715 ) — — Warrants outstanding at March 31, 2022 and 2021 $ 325.34 176,429 $ 325.34 176,429 Warrants exercisable at March 31, 2022 and 2021 $ 325.34 176,429 $ 325.34 147,858 Warrants of the Corporation classified as equity are composed of the following as at March 31, 2022 and March 31, 2021: March 31, March 31, Number Number Amount Number Number Amount Warrants IFF (i) 57,143 57,143 $ 1,630,210 57,143 28,572 $ 1,451,293 Warrants AMI (ii) 119,286 119,286 4,449,680 119,286 119,286 4,449,680 176,429 176,429 $ 6,079,890 176,429 147,858 $ 5,900,973 (i) During the year ended March 31, 2020, Neptune granted 57,143 warrants (“Warrants IFF”) with an exercise price of $420.00 expiring on November 7, 2024. The warrants, granted in exchange for services to be rendered by non-employees, (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, |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||
Summarized Financial Information of Non-controlling Interest | Summarized statement of loss and comprehensive loss: Three-month period ended June 30, 2022 June 30, 2021 Revenue from contracts with customers $ 8,157,597 $ 5,647,427 Cost of sales (8,312,289 ) (5,569,279 ) Selling, general and administrative expenses (3,755,529 ) (4,041,149 ) Finance income (costs) (538,967 ) 71,128 Loss before tax (4,449,188 ) (3,891,873 ) Income tax — (12,098 ) Net loss (4,449,188 ) (3,903,971 ) Total comprehensive loss (4,449,188 ) (3,903,971 ) Loss attributable to the subsidiary’s non-controlling (2,220,145 ) (1,948,082 ) Comprehensive loss attributable to the subsidiary’s non-controlling $ (2,220,145 ) $ (1,948,082 ) Summarized statement of balance sheets: June 30, March 31, Current assets $ 11,430,620 12,260,375 Non-current 38,751,184 39,000,367 Current liabilities 7,963,838 5,991,483 Non-current 26,760,154 25,362,259 Total equity 15,457,812 19,907,000 Attributable to: Equity holders of the Corporation $ 4,955,880 $ 7,184,923 Non-controlling 10,501,932 12,722,077 Summarized statement of cash flow: Three-month period ended June 30, 2022 June 30, 2021 Cash flow used in operating activities $ (2,082,940 ) $ (3,749,412 ) Cash flow used in investment activities — — Cash flow from financing activities (1) 648,022 3,663,605 Net decrease in cash and cash equivalents $ (1,434,918 ) $ (85,807 ) (1) Cash flow from financing activities is provided through intercompany advances. | Summarized statement of loss and comprehensive loss: Year ended February 10, 2021 Revenue from contracts with customers $ 25,971,480 $ 2,403,074 Cost of sales (28,200,621 ) (3,192,259 ) Selling, general and administrative expenses (9,459,448 ) (1,253,251 ) Impairment loss on intangible assets (1,527,000 ) — Impairment loss on goodwill (3,288,847 ) — Finance costs (2,427,165 ) (140,218 ) Loss before tax (18,931,601 ) (2,182,654 ) Income tax (11,854 ) (1,398 ) Net loss (18,943,455 ) (2,184,052 ) Total comprehensive loss (18,948,855 ) (2,635,006 ) Loss attributable to the subsidiary’s non-controlling (9,452,784 ) (1,094,210 ) Comprehensive loss attributable to the subsidiary’s non-controlling $ (9,455,479 ) $ (1,320,138 ) Summarized statement of balance sheets: March 31, March 31, Current assets $ 12,260,375 11,338,209 Non-current 39,000,367 51,263,341 Current liabilities 5,991,483 6,125,690 Non-current 25,362,259 12,031,860 Total equity 19,907,000 44,444,000 Attributable to: Equity holders to parent $ 7,184,923 $ 22,266,444 Non-controlling 12,722,077 22,177,556 Summarized statement of cash flow: Year ended February 10, 2021 Cash flow used in operating activities $ (10,214,243 ) $ (2,225,032 ) Cash flow used in investment activities (122,136 ) — Cash flow from (used in) financing activities (1) 11,280,528 (26,286 ) Net increase (decrease) in cash and cash equivalents $ 944,149 $ (2,251,318 ) (1) |
Share-based Payment (Tables)
Share-based Payment (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 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 | June 30, 2022 Options outstanding Exercisable options Exercise price Weighted Number of Weighted Weighted $17.57 - $55.42 4.48 187,549 28,571 42.35 $55.43 - $92.36 4.93 84,150 61,912 90.42 $92.37 - $106.33 0.45 2,143 2,143 95.97 $106.34 - $233.84 2.36 10,350 7,101 178.11 $233.85 - $274.39 6.25 6,749 6,749 259.65 290,941 106,476 | 2022 Options outstanding Exercisable options Exercise price Weighted Number of Weighted Weighted $43.40 - $66.85 4.87 67,858 — — $66.86 - $71.75 4.35 135,071 29,665 69.30 $71.76 - $82.60 5.18 86,294 60,131 74.55 $82.61 - $181.65 2.61 10,350 7,102 149.45 $181.66 - $232.75 6.50 6,748 5,985 210.00 306,321 102,883 |
Summary of Number and Weighted Average Share Prices of DSUs | The number and weighted average share prices of DSUs are as follows: 2022 2021 Notes Weighted Number of Weighted Number of DSUs outstanding at April 1, 2022 and 2021 $ 66.45 6,468 $ 63.00 3,362 DSUs outstanding at June 30, 2022 and 2021 $ 66.45 6,468 $ 63.00 3,362 DSUs exercisable at June 30, 2022 and 2021 $ 39.93 2,753 $ 67.82 1,917 | The number and weighted average share prices of DSUs are as follows: 2022 2021 Notes Weighted Number of Weighted Number of DSUs outstanding at April 1, 2022 and 2021 $ 63.00 3,362 $ 68.39 3,544 Granted 19.26 3,106 63.00 1,199 Released through the issuance of common shares 14 (c) — — 68.82 (1,381 ) DSUs outstanding at March 31, 2022 and 2021 $ 66.45 6,468 $ 63.00 3,362 DSUs exercisable at March 31, 2022 and 2021 $ 39.93 2,753 $ 58.50 809 |
Summary of Number and Weighted Average Share Prices of RSUs | 2022 2021 Notes Weighted Number of Weighted Number of RSUs outstanding at April 1st, 2022 and 2021 $ 59.75 25,038 $ 92.08 95,845 Granted 6.83 174,579 — — Released through the issuance of common shares 10 (d) 8.74 (108,079 ) 155.05 (41,660 ) Withheld as payment of withholding taxes 10 (d) 5.31 (68,697 ) 155.05 (21,011 ) RSUs outstanding at June 30, 2022 and 2021 $ 50.57 22,841 $ 148.49 33,174 | 2022 2021 Notes Weighted Number of Weighted Number of RSUs outstanding at April 1st, 2022 and 2021 $ 92.08 95,845 $ 155.05 59,999 Granted 16.19 111,915 58.50 62,514 Forfeited 51.65 (10,538 ) — — Released through the issuance of common shares 14 (d) 50.53 (108,079 ) 155.05 (16,414 ) Withheld as payment of withholding taxes 14 (d) 10.61 (64,105 ) 155.05 (10,254 ) RSUs outstanding at March 31, 2022 and 2021 $ 59.75 25,038 $ 92.08 95,845 |
Summary of Number and Weighted Average Share Prices of Restricted Shares | The number and weighted average share prices of restricted shares are as follows: 2022 2021 Notes Weighted Number of Weighted Number of Restricted shares outstanding at April 1st, 2022 and 2021 $ — — $ — — Granted — — 146.65 1,004 Forfeited — — 146.65 (154 ) Released through the issuance of common shares 14 (e) — — 146.65 (850 ) Restricted shares outstanding at March 31, 2022 and 2021 $ — — $ — — Restricted shares exercisable at March 31, 2022 and 2021 $ — — $ — — | |
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 Notes Weighted Number of Weighted Number of Options outstanding at April 1st, 2022 and 2021 $ 37.41 306,321 $ 65.91 121,208 Granted — — — — Exercised 11 (b) — — — — Forfeited/Cancelled 10.60 (14,286 ) 4.88 (166 ) Expired 36.98 (1,094 ) — — Options outstanding at June 30, 2022 and 2021 $ 36.98 290,941 $ 70.38 121,042 Options exercisable at June 30, 2022 and 2021 $ 56.82 106,476 $ 72.38 67,612 | The number and weighted average exercise prices of stock options are as follows: 2022 2021 Notes Weighted Number of Weighted Number of Options outstanding at April 1st, 2022 and 2021 $ 65.91 121,208 $ 65.76 229,784 Granted 25.41 286,554 56.91 57,839 Exercised 14 (b) — — 51.88 (142,193 ) Forfeited 37.41 (94,298 ) 127.32 (24,222 ) Expired 89.90 (7,143 ) — — Options outstanding at March 31, 2022 and 2021 $ 37.41 306,321 $ 65.91 121,208 Options exercisable at March 31, 2022 and 2021 $ 56.68 102,883 $ 67.23 61,526 |
Summary of Assumptions Used to Determine Fair Value of Options Granted | The fair value of options granted has been estimated using the Black-Scholes option pricing model and based on the weighted average of the following assumptions for options granted to employees during the twelve-month period ended March 31, 2022 and 2021 as at the date of grant: Year ended Year ended Exercise price and share price $ 25.41 $ 56.91 Dividend yield — — Risk-free interest 0.94 % 0.46 % Estimated life (years) 4.29 3.74 Expected volatility 82.73 % 98.65 % | |
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 Notes Weighted Number Weighted Number Options outstanding at April 1, 2022 and 2021 $ 155.05 157,142 $ 155.05 157,142 Options outstanding at June 30, 2022 and 2021 $ 155.05 157,142 $ 155.05 157,142 Options exercisable at June 30, 2022 and 2021 $ 155.05 21,429 $ 155.05 21,429 | The number and weighted average exercise prices of market performance options are as follows: 2022 2021 Notes Weighted Number of Weighted Number of Options outstanding at April 1, 2021 and 2020 $ 155.05 157,142 $ 154.12 157,857 Exercised 14 (b) — — 40.64 (715 ) Options outstanding at March 31, 2022 and 2021 $ 155.05 157,142 $ 155.05 157,142 Options exercisable at March 31, 2022 and 2021 $ 155.05 21,429 $ 155.05 21,429 |
Finance Income and Finance Co_2
Finance Income and Finance Costs (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Finance Income And Finance Costs [Abstract] | |
Summary of Finance Income | (a) Finance income: Years ended March 31, March 31, Interest income $ 7,123 $ 38,327 Other finance income — 787,418 Finance income $ 7,123 $ 825,745 |
Summary of Finance Costs | (b) Finance costs: Years ended Notes March 31, March 31, Interest charges and other finance costs $ 540,143 $ 622,841 Interest expense on loans and borrowings 13 1,000,000 293,250 Warrants issuance costs 12 603,835 870,690 Finance costs $ 2,143,978 $ 1,786,781 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Recovery) Expense | Income tax (recovery) expense: 2022 2021 Current $ — $ — Deferred taxes recovery — (3,477,711 ) Total tax recovery $ — $ (3,477,711 ) |
Schedule of Reconciliation of Effective Tax Rate | Reconciliation of effective tax rate: 2022 2021 Loss before income taxes $ (84,424,529 ) $ (127,741,941 ) Basic combined Canadian statutory income tax rate 1 26.50 % 26.50 % Income tax $ (22,372,500 ) $ (33,851,614 ) Increase (decrease) resulting from: Change in valuation allowance 18,982,099 26,696,339 Permanent difference on impairment on goodwill 788,642 999,782 Permanent difference related to derivative (1,656,038 ) (2,004,305 ) Non deductible and tax exempt items 71,653 (347,773 ) Non-deductible 2,050,909 2,660,390 Foreign exchange 236,512 (101,188 ) Difference in statutory tax rates of foreign subsidiaries 1,121,068 2,778,258 Other permanent differences 474,339 (571,275 ) Adjustments in relation to prior years 303,316 263,675 Total tax recovery $ — $ (3,477,711 ) 1 The Canadian combined statutory income tax rate. |
Schedule of Components of Net Deferred Tax Asset (Liability) | Components of the net deferred tax asset (liability) March 31, March 31, Net operating losses (“NOL”) and tax credit carryforwards $ 76,346,005 $ 61,321,242 Intangible assets and goodwill 554,187 653,006 Reserves and accruals not currently deductible for tax purposes 290,413 389,037 Financing fees not currently deductible for tax purposes 1,446,462 22,651 Research and development costs 3,098,560 533,372 Non-deductible 3,349,307 3,985,157 Other 1,693,301 1,723,027 Subtotal 86,778,235 68,627,492 Less: valuation allowance 83,934,321 64,418,752 Total net deferred tax assets 2,843,914 4,208,740 Property, plant and equipment — (2,991,756 ) Intangible assets and goodwill (1,921,815 ) — Right-of-use (767,164 ) (748,475 ) Other (154,935 ) (468,509 ) Total deferred tax liabilities (2,843,914 ) (4,208,740 ) Net deferred tax $ — $ — |
Schedule of Tax Losses Carried Forward | We have income tax NOL carryforwards which will expire on various dates in the next 20 years as follows: Federal Provincial/State 2027 46,000 2028 — 2029 — 2030 — 149,000 2031 474,000 1,523,000 2032 4,249,000 741,000 2033 11,099,000 11,210,000 2034 16,244,000 15,247,000 2035 11,275,000 10,429,000 2036 18,956,000 18,399,000 2037 9,835,000 9,178,000 2038 22,000 18,000 2039 7,974,000 8,473,000 2040 32,672,000 39,443,000 2041 42,380,000 40,506,000 2042 38,544,000 38,149,000 $ 193,770,000 $ 193,465,000 |
Schedule of Unused Federal Investment Tax Credits | Unused federal Investment tax credits may be used to reduce federal income tax payable and expire as follows: 2023 $ 174,000 2024 60,000 2025 43,000 2026 73,000 2027 116,000 2028 51,000 2029 113,000 2030 179,000 2031 216,000 2032 126,000 2033 104,000 2034 94,000 2035 234,000 2036 168,000 2037 127,000 2038 50,000 2039 58,000 $ 1,986,000 |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosure (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Supplemental Cash Flow Disclosure | (a) Changes in operating assets and liabilities: March 31, March 31, Trade and other receivables $ (163,066 ) $ (8,518,941 ) Prepaid expenses (279,770 ) (994,471 ) Inventories (2,674,208 ) (17,631,474 ) Trade and other payables 2,654,024 11,965,278 Deferred revenues (1,563,113 ) 634,393 Provisions (1,137,281 ) 733,755 Changes in operating assets and liabilities $ (3,163,414 ) $ (13,811,460 ) (b) Non-cash March 31, March 31, Acquired property, plant and equipment included in trade and other payables $ 155,352 $ 158,309 Intangible assets included in trade and other payables 109,971 72,043 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 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 Corporation’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and March 31, 2022: June 30, 2022 Notes Level 1 Level 2 Level 3 Total Liabilities Liability related to warrants 8 $ — $ — $ 3,167,947 $ 3,167,947 Total $ — $ — $ 3,167,947 $ 3,167,947 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 | The following table presents the Corporation’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and 2021: March 31, 2022 Notes Level 1 Level 2 Level 3 Total Assets Other financial assets - Sprout Call Option 4 $ — $ — $ — $ — Total $ — $ — $ — $ — Liabilities Liability related to warrants 12 $ — $ — $ 5,570,530 $ 5,570,530 Total $ — $ — $ 5,570,530 $ 5,570,530 March 31, 2021 Notes Level 1 Level 2 Level 3 Total Assets Marketable securities - Acasti Shares $ 150,000 $ — $ — $ 150,000 Other financial assets - Sprout Call Option 4 — — 5,615,167 5,615,167 Total $ 150,000 $ — $ 5,615,167 $ 5,765,167 Liabilities Liability related to warrants 12 $ — $ — $ 10,462,137 $ 10,462,137 Total $ — $ — $ 10,462,137 $ 10,462,137 |
Summary of Reconciliation of Beginning and Ending Balance of Call Option | The following table presents a reconciliation of the beginning and ending balance of the Call Option: Years ended Notes March 31, March 31, Balance as at April 1st 2021 and 2020 $ 5,615,167 $ — Increase arising from business combination 4 — 5,523,255 Change in fair value (5,606,683 ) 83,428 Effect of movements in exchange rate (8,484 ) 8,484 Balance as at March 31, 2022 and 2021 $ — $ 5,615,167 |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 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 June 30, June 30, Canada $ 5,056,502 $ 2,283,224 United States 10,931,537 7,559,218 Other countries 284,189 236,067 $ 16,272,228 $ 10,078,509 | Revenue is attributed to geographical locations based on the origin of customers’ location: Years ended March 31, March 31, Canada $ 12,447,125 $ 13,433,549 United States 35,330,138 20,857,092 Other countries 1,019,861 1,109,678 $ 48,797,124 $ 35,400,319 |
Summary of Long-Lived Assets by Geographical Location | Long-lived assets of the Corporation are located in the following geographical location: June 30, March 31, Canada $ 308,743 $ 20,724,674 United States 1,103,580 723,449 Total property, plant and equipment $ 1,412,323 $ 21,448,123 June 30, March 31, Canada $ 2,066,151 $ 2,353,054 United States 18,947,802 19,301,981 Total intangible assets $ 21,013,953 $ 21,655,035 June 30, March 31, Canada $ 2,550,785 $ 2,625,851 United States 19,542,437 19,542,437 Total goodwill $ 22,093,222 $ 22,168,288 | Long-lived assets of the Corporation are located in the following geographical location: March 31, March 31, Canada $ 20,724,674 $ 35,644,781 United States 723,449 1,700,935 Total property, plant and equipment $ 21,448,123 $ 37,345,716 March 31, March 31, Canada $ 2,353,054 $ 3,792,982 United States 19,301,981 22,163,848 Total intangible assets $ 21,655,035 $ 25,956,830 March 31, March 31, Canada $ 2,625,851 $ 2,613,935 United States 19,542,437 22,839,437 Total goodwill $ 22,168,288 $ 25,453,372 |
Summary of Assets Held for Sale | Assets held for sale by the Corporation are located in the following geographical location: June 30, March 31, Canada $ 21,834,039 $ — Total assets held for sale $ 21,834,039 $ — | |
Summary of Revenue Derived from Sale of Goods | The Corporation derives revenue from the sales of goods which are recognized at a point in time as follows: Three-month periods ended June 30, June 30, Nutraceutical products $ 5,126,114 $ 3,200,668 Cannabis and hemp products 2,699,970 939,065 Food and beverages products 8,142,014 5,647,427 Innovation products — 34,480 $ 15,968,098 $ 9,821,640 | The Corporation derives revenue from the sales of goods which are recognized at a point in time and the processing services which are recognized over time as follows: Years ended March 31, March 31, Recognized at a point in time Nutraceutical products $ 13,622,744 $ 12,183,362 Cannabis and hemp products 7,779,092 314,827 Food and beverages products 26,220,519 2,403,075 Innovation products 73,473 10,960,359 Recognized over time Processing services — 8,400,024 $ 47,695,828 $ 34,261,647 |
Reporting Entity - Additional I
Reporting Entity - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||
Jun. 23, 2022 USD ($) $ / shares shares | Mar. 14, 2022 USD ($) | Jun. 30, 2022 USD ($) ft² shares | Jun. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) ft² shares | Mar. 31, 2021 USD ($) | Jun. 13, 2022 shares | Jun. 09, 2022 shares | |
Reporting Entity [Line Items] | ||||||||
Common shares issued | 7,614,434 | 5,560,829 | 5,700,000 | 198,000,000 | ||||
Common stock outstanding | 7,614,434 | 5,560,829 | 5,700,000 | 198,000,000 | ||||
Net loss | $ | $ 6,504,495 | $ 18,855,710 | $ 84,424,529 | $ 124,264,230 | ||||
Cash flow from operations | $ | 7,197,791 | $ 19,269,995 | 54,346,127 | 56,645,458 | ||||
Accumulated deficit | $ | 327,466,047 | 323,181,697 | $ 248,209,952 | |||||
Cash on hand | $ | $ 6,200,000 | $ 8,700,000 | ||||||
Proceeds from exercise of warrants | $ | $ 5,000,000 | $ 8,000,000 | ||||||
Subsequent Event [Member] | ||||||||
Reporting Entity [Line Items] | ||||||||
Common shares issued | 5,700,000 | 198,000,000 | ||||||
Common stock outstanding | 5,700,000 | 198,000,000 | ||||||
Common shares including common share equivalents issued | 1,945,526 | |||||||
Class of warrant or right, number of securities called by warrants or rights | 2,591,052 | |||||||
Share issued price per share | $ / shares | $ 2.57 | |||||||
Proceeds from exercise of warrants | $ | $ 5,000,000 | |||||||
Net proceeds from issuance of warrants | $ | $ 4,300,000 | |||||||
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 | |||||||
Quebec | ||||||||
Reporting Entity [Line Items] | ||||||||
Area of facility located | ft² | 50,000 | 50,000 | ||||||
North Carolina | ||||||||
Reporting Entity [Line Items] | ||||||||
Area of facility located | ft² | 24,000 | 24,000 |
Basis of Preparation - Addition
Basis of Preparation - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment loss | $ 815,661 | $ 529,732 | $ 14,765,582 | $ 10,747,692 |
Impact Of Revised Estimated Reduction Of Provision | $ 1,100,000 |
Basis of Preparation - Schedule
Basis of Preparation - Schedule of Major Classes of Assets and Liabilities Classified as Held for Sale (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
Disclosure Of Basis Of Preparation [Abstract] | ||
Trade and other receivables | $ 2,096,537 | |
Prepaid expenses | 204,610 | |
Inventories | 791,105 | |
Building and building components | 15,629,366 | |
Laboratory and plant equipment | 3,015,218 | |
Intangible assets | 97,203 | |
Assets held for sale | 21,834,039 | |
Trade and other payables | 3,314,508 | |
Deferred revenues | 12,928 | |
Provisions | 209,740 | $ 0 |
Liabilities directly associated with assets held for sale | $ 3,537,176 | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of Estimated Useful Lives (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Building and building components | |
Property, Plant and Equipment [Line Items] | |
Depreciation method | Straight-line |
Building and building components | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciation period | 40 years |
Building and building components | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciation period | 20 years |
Laboratory, and plant equipment | |
Property, Plant and Equipment [Line Items] | |
Depreciation method | Straight-line |
Laboratory, and plant equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciation period | 20 years |
Laboratory, and plant equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciation period | 10 years |
Furniture and office equipment | |
Property, Plant and Equipment [Line Items] | |
Depreciation method | Declining balance |
Furniture and office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciation rate | 30% |
Furniture and office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciation rate | 20% |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Depreciation method | Straight-line |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciation period | 5 years |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciation period | 2 years |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Intangible Assets with Finite Useful Lives (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization method | Straight-line |
Amortization period | 10 years |
Farmer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization method | Straight-line |
Amortization period | 3 years |
License agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization method | Straight-line |
License agreements | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 31 months |
License agreements | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 12 months |
Website and trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization method | Straight-line |
Amortization period | 4 years |
Tradenames | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization method | Straight-line |
Amortization period | 15 years |
Computer software | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization method | Straight-line |
Computer software | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 3 years |
Computer software | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 5 years |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2021 | Feb. 10, 2021 | |
Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents original maturity description | three months or less | |||
Operating lease right-of-use assets | $ 2,295,263 | $ 2,046,835 | $ 2,899,199 | |
Sprout Foods, Inc Acquisition | ||||
Significant Accounting Policies [Line Items] | ||||
Acquired interest | 50.10% | |||
Impairment Loss Related to Right-of-use Assets | ||||
Significant Accounting Policies [Line Items] | ||||
Operating lease right-of-use assets | $ 0 |
Business Combination - Addition
Business Combination - Additional Information (Details) | 2 Months Ended | 12 Months Ended | ||
Feb. 10, 2021 USD ($) shares | Mar. 31, 2021 USD ($) | Mar. 31, 2022 USD ($) Acquisition | Mar. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||
Number of business acquisitions | Acquisition | 0 | |||
Sprout Foods, Inc. | ||||
Business Acquisition [Line Items] | ||||
Minority ownership percentage | 49.90% | |||
Sprout Foods, Inc. | Former Controlling Shareholder | ||||
Business Acquisition [Line Items] | ||||
Minority ownership percentage | 39.70% | |||
Sprout Foods, Inc Acquisition | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, date of acquisition | Feb. 10, 2021 | |||
Equity interest acquired | 50.10% | |||
Business acquisition, cash transferred | $ 6,000,000 | |||
Shares issued as consideration for acquisition | shares | 192,617 | |||
Pre-consolidation shares | shares | 6,741,573 | |||
Business acquisition, common shares value | $ 17,595,505 | |||
Guaranteeing of note issued | 10,000,000 | |||
Revenue of acquiree since acquisition date | $ 2,403,074 | |||
Net loss of acquiree since acquisition date | 2,192,805 | |||
Acquisition-related costs | 314,122 | $ 314,122 | ||
Trade accounts receivable, gross | 3,826,350 | 3,826,350 | ||
Trade accounts receivable, estimated uncollectible | $ 1,763,577 | 1,763,577 | ||
Sprout Foods, Inc Acquisition | Sprout Call Option | ||||
Business Acquisition [Line Items] | ||||
Value of asset | $ 5,523,255 | |||
Discount rate | 8.90% | |||
Market price description | To establish the market price, the multiples selected were 2.3x for revenues and 12.0x for EBITDA, based on analysis of average and median industry multiples, and were adjusted to consider a 20% discount; the multiples to be used as per the contract are 3.0x for revenues and 15.0x for EBITDA, weighted at 50%. | |||
Fair value of asset remeasured | $ 0 | 5,615,167 | ||
(Loss) gain on re-measurement of revaluation of derivatives | $ (5,598,198) | $ 83,428 |
Business Combination - Summary
Business Combination - Summary of Final Purchase Price Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Feb. 10, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 22,093,222 | $ 22,168,288 | $ 25,453,372 | $ 30,104,661 | |
Sprout | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 2,862,758 | ||||
Trade receivables | 2,062,773 | ||||
Inventories | 7,705,273 | ||||
Prepaid expenses and other current assets | 178,229 | ||||
Property and equipment | 140,619 | ||||
Right-of-use asset | 892,472 | ||||
Tradenames | 22,364,000 | ||||
Other assets | 5,550,279 | ||||
Assets acquired | 41,756,403 | ||||
Trade and other payables | 5,163,813 | ||||
Lease liability | 892,472 | ||||
Promissory note | 11,446,356 | ||||
Liabilities assumed | 17,502,641 | ||||
Total identifiable net assets at fair value | 24,253,762 | ||||
Non-controlling interest measured at fair value (49.9%) | (23,497,694) | ||||
Goodwill | 22,839,437 | ||||
Purchase price | 23,595,505 | ||||
Business acquisition, cash transferred | 6,000,000 | ||||
Common shares issued, at fair value | $ 17,595,505 |
Business Combination - Summar_2
Business Combination - Summary of Final Purchase Price Allocation of Assets Acquired and Liabilities Assumed (Parenthetical) (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 10, 2021 |
Business Acquisition [Line Items] | |||
Net deferred tax assets | $ 2,843,914 | $ 4,208,740 | |
Sprout | |||
Business Acquisition [Line Items] | |||
Net deferred tax assets | $ 15,251,439 | ||
Sprout Foods, Inc. | |||
Business Acquisition [Line Items] | |||
Non-controlling interest percentage | 49.90% |
Business Combination - Schedule
Business Combination - Schedule of Unaudited Pro forma Information (Details) | 12 Months Ended |
Mar. 31, 2021 USD ($) | |
Business Combinations [Abstract] | |
Total revenues | $ 53,823,888 |
Net loss | $ (150,267,710) |
Trade and Other Receivables - S
Trade and Other Receivables - Summary of Trade and Other Receivables (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Receivables [Abstract] | |||
Trade receivables | $ 6,987,865 | $ 6,099,627 | |
Sales taxes receivable | 497,824 | 740,201 | |
Accrued and other receivables | 47,985 | 547,039 | |
Tax credits receivable | 14,487 | ||
Grants and subsidies receivables | 51,423 | 1,280,342 | |
Trade and other receivables | $ 6,182,876 | $ 7,599,584 | $ 8,667,209 |
Trade and Other Receivables - A
Trade and Other Receivables - Additional Information (Details) | 12 Months Ended | |
Mar. 31, 2022 USD ($) Customer | Mar. 31, 2021 USD ($) Customer | |
Wage and rent subsidies | $ 1,024,484 | $ 2,363,516 |
Wage and rent subsidies receivable | $ 51,423 | $ 1,280,342 |
Number of customers accounted in trade receivables | Customer | 0 | 1 |
Trade and other receivables | ||
Percentage of trade receivables | 23.30% | |
Trade and other receivables | Minimum | ||
Percentage of trade receivables | 10% | |
Cost of goods sold | ||
Wage and rent subsidies receivable | $ 924,644 | $ 932,483 |
Selling, general and administrative expenses | ||
Wage and rent subsidies receivable | $ 99,840 | $ 1,431,033 |
Trade and Other Receivables -_2
Trade and Other Receivables - Summary of Aging of Trade Receivable Balances and Allowance for Doubtful Accounts (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Financing Receivable Recorded Investment Past Due [Line Items] | ||
Trade receivables, gross | $ 16,620,118 | $ 14,015,117 |
Less expected credit loss | (9,632,253) | (7,915,490) |
Trade Receivables | 6,987,865 | 6,099,627 |
Current | ||
Financing Receivable Recorded Investment Past Due [Line Items] | ||
Trade receivables, gross | 4,898,533 | 2,372,855 |
Past due 0-30 days | ||
Financing Receivable Recorded Investment Past Due [Line Items] | ||
Trade receivables, gross | 909,643 | 1,002,752 |
Past due 31-120 days | ||
Financing Receivable Recorded Investment Past Due [Line Items] | ||
Trade receivables, gross | 423,836 | 1,001,901 |
Past due over 121 days | ||
Financing Receivable Recorded Investment Past Due [Line Items] | ||
Trade receivables, gross | $ 10,388,106 | $ 9,637,609 |
Trade and Other Receivables -_3
Trade and Other Receivables - Summary of Movement in Expected Credit Loss (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Receivables [Abstract] | ||
Balance, beginning of year | $ 7,915,490 | $ 514,595 |
Bad debt expenses | 2,505,738 | 7,339,626 |
Foreign exchange loss | 41,373 | 405,148 |
Recoveries collected | (830,348) | (343,879) |
Balance, end of year | $ 9,632,253 | $ 7,915,490 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 6,231,095 | $ 7,920,190 | $ 6,917,716 |
Work in progress | 1,016,916 | 5,912,935 | |
Finished goods | 7,825,419 | 7,974,690 | 3,455,365 |
Supplies and spare parts | 147,610 | 1,031,407 | |
Inventory | $ 14,056,514 | $ 17,059,406 | $ 17,317,423 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | ||||
Impairment loss on inventories | $ 3,079,997 | $ 0 | $ 3,772,066 | $ 18,962,254 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property Plant and Equipment (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Property Plant And Equipment [Line Items] | |||
Total | $ 66,256,220 | $ 64,497,360 | |
Less: Accumulated depreciation and impairment loss | (44,808,097) | (27,151,644) | |
Property, plant and equipment, net | $ 1,412,323 | 21,448,123 | 37,345,716 |
Land | |||
Property Plant And Equipment [Line Items] | |||
Total | 182,831 | 182,001 | |
Building and Building Components | |||
Property Plant And Equipment [Line Items] | |||
Total | 27,226,065 | 26,499,100 | |
Laboratory, and plant equipment | |||
Property Plant And Equipment [Line Items] | |||
Total | 37,372,148 | 36,583,756 | |
Furniture and office equipment | |||
Property Plant And Equipment [Line Items] | |||
Total | 597,075 | 539,648 | |
Computer equipment | |||
Property Plant And Equipment [Line Items] | |||
Total | $ 878,101 | $ 692,855 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Summary of Depreciation Expense of Property Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 2,723,751 | $ 3,961,317 |
Cost of Sales | ||
Property Plant And Equipment [Line Items] | ||
Depreciation expense | 1,902,214 | 2,442,208 |
Selling, general and administrative expenses | ||
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 821,537 | $ 1,519,109 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | |
Property Plant And Equipment [Line Items] | ||||||
Carrying amount of property, plant and equipment | $ 10,689,806 | |||||
Impairment loss related to property, plant and equipment | 9,213,926 | |||||
Level 3 | ||||||
Property Plant And Equipment [Line Items] | ||||||
Fair value of property, plant and equipment estimated | 1,475,880 | |||||
Building and Building Components | ||||||
Property Plant And Equipment [Line Items] | ||||||
Impairment loss | $ 3,150,663 | |||||
Laboratory, and plant equipment | ||||||
Property Plant And Equipment [Line Items] | ||||||
Impairment loss | 9,210,460 | |||||
Canadian Cannabis | ||||||
Property Plant And Equipment [Line Items] | ||||||
Property, plant and equipment reclassified to assets held for sale | $ 18,600,000 | |||||
Impairment loss | $ 1,424,517 | 12,361,123 | ||||
Carrying amount of property, plant and equipment | 20,290,929 | |||||
Canadian Cannabis | Production Facility Land and Building | ||||||
Property Plant And Equipment [Line Items] | ||||||
Carrying amount of property, plant and equipment | 17,101,160 | |||||
Canadian Cannabis | Equipment | ||||||
Property Plant And Equipment [Line Items] | ||||||
Carrying amount of property, plant and equipment | $ 3,189,769 | |||||
Cannabis | ||||||
Property Plant And Equipment [Line Items] | ||||||
Property, plant and equipment impaired | $ 529,732 | |||||
SugarLeaf | ||||||
Property Plant And Equipment [Line Items] | ||||||
Impairment loss | $ 979,942 | |||||
Property, plant and equipment impaired | 1,533,766 | |||||
Accelerated amortization of property, plant and equipment | $ 951,540 |
Leases - Additional Information
Leases - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2021 USD ($) RenewableOption | Jan. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Lessee Lease Description [Line Items] | ||||||
Operating lease costs | $ 157,881 | $ 96,290 | $ 710,984 | $ 320,669 | ||
Right-of-use asset | $ 2,046,835 | 2,295,263 | 2,899,199 | |||
New Building Lease | ||||||
Lessee Lease Description [Line Items] | ||||||
Right-of-use asset | $ 892,472 | $ 1,350,240 | ||||
Annual payments start amount | 192,772 | 168,267 | ||||
Annual payments end amount | $ 225,153 | $ 219,540 | ||||
Lease, term of contract | 10 years | |||||
Initial term of contract | 5 years | |||||
Renewal option | 5 years | 5 years | ||||
Initial lease term expiration period | 2025-11 | |||||
Number of renewable option | RenewableOption | 1 | |||||
Selling General and Administrative Expenses | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease costs | $ 710,984 | $ 320,669 |
Leases - Summary of Lease Liabi
Leases - Summary of Lease Liabilities Amounts Recognized in Consolidated Balance Sheets (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Leases [Abstract] | |||
Current | $ 626,928 | $ 641,698 | $ 230,016 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current | Current | |
Non-current | $ 1,873,919 | $ 2,063,421 | $ 2,886,940 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Non-current | Non-current | |
Total | $ 2,705,119 | $ 3,116,956 | |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total | Total |
Leases - Summary of Movements i
Leases - Summary of Movements in Cash and Non-cash Flows from Operating Leases (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flow payments for operating lease liabilities | $ (25,201) | $ (36,445) |
Operating cash inflow payments for sublease classified as operating lease | 61,166 | 21,320 |
Operating leases from business combination | 892,472 | |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ 275,840 | $ 1,282,743 |
Leases - Summary of Weighted-av
Leases - Summary of Weighted-average Remaining Lease Term, and Weighted-average Discount Rate (Details) | Mar. 31, 2022 | Mar. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining operating lease term (in years) | 6 years 4 months 2 days | 5 years 4 months 17 days |
Weighted-average operating lease discount rate | 5.69% | 6.12% |
Leases - Summary of Maturity An
Leases - Summary of Maturity Analysis, Contractual Undiscounted Cash Flows (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 753,444 | |
2024 | 575,223 | |
2025 | 457,263 | |
2026 | 340,263 | |
2027 | 194,593 | |
2028 and thereafter | 878,569 | |
Total lease liabilities payments | 3,199,355 | |
Less: Imputed interest | (494,236) | |
Total operating lease liabilities | $ 2,705,119 | $ 3,116,956 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Reconciliation of Changes in Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Intangible assets, Cost | $ 49,696,150 | $ 49,000,820 | ||
Intangible assets, Accumulated amortization | (26,514,115) | (23,043,990) | ||
Intangible assets, Accumulated impairment losses | (1,527,000) | |||
Intangible assets, Net | $ 21,655,035 | $ 25,956,830 | ||
Weighted remaining average useful life (in years) | 7 years 8 months 23 days | 8 years 6 months 25 days | ||
Goodwill, Cost | $ 127,442,658 | $ 126,864,388 | ||
Goodwill, Accumulated impairment losses | (105,274,370) | (101,411,016) | ||
Goodwill | 22,168,288 | 25,453,372 | $ 22,093,222 | $ 30,104,661 |
Customer relationships | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Intangible assets, Cost | 11,127,771 | 11,077,278 | ||
Intangible assets, Accumulated amortization | (9,896,889) | (9,525,598) | ||
Intangible assets, Net | $ 1,230,882 | $ 1,551,680 | ||
Weighted remaining average useful life (in years) | 4 years 9 months | 5 years 9 months | ||
Farmer relationships | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Intangible assets, Cost | $ 10,446,700 | $ 10,399,298 | ||
Intangible assets, Accumulated amortization | (10,446,700) | (10,399,298) | ||
Patents | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Intangible assets, Cost | 288,541 | 287,231 | ||
Intangible assets, Accumulated amortization | (288,541) | (287,231) | ||
License agreements | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Intangible assets, Cost | 4,088,843 | 4,070,290 | ||
Intangible assets, Accumulated amortization | (3,050,053) | (2,309,950) | ||
Intangible assets, Net | $ 1,038,790 | $ 1,760,340 | ||
Weighted remaining average useful life (in years) | 3 years 9 months 14 days | 4 years 9 months 14 days | ||
Website and Trademarks | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Intangible assets, Cost | $ 529,441 | $ 95,221 | ||
Intangible assets, Accumulated amortization | (457,836) | (24,554) | ||
Intangible assets, Net | $ 71,605 | $ 70,667 | ||
Weighted remaining average useful life (in years) | 1 year | 2 years | ||
Computer software | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Intangible assets, Cost | $ 710,525 | $ 707,301 | ||
Intangible assets, Accumulated amortization | (669,341) | (297,006) | ||
Intangible assets, Net | $ 41,184 | $ 410,295 | ||
Weighted remaining average useful life (in years) | 3 months | 1 year 3 months | ||
Tradenames | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Intangible assets, Cost | $ 22,504,329 | $ 22,364,201 | ||
Intangible assets, Accumulated amortization | (1,704,755) | (200,353) | ||
Intangible assets, Accumulated impairment losses | (1,527,000) | |||
Intangible assets, Net | $ 19,272,574 | $ 22,163,848 | ||
Weighted remaining average useful life (in years) | 14 years | 15 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Amortization Expense Has Recorded in Consolidated Statements of Loss and Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 479,209 | $ 491,565 | $ 3,356,728 | $ 15,100,717 |
Cost of Sales | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | 582,096 | 901,856 | ||
Selling, general and administrative expenses | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 2,774,632 | $ 14,198,861 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Estimated Aggregate Amortization Expense Related to Intangible Assets with Finite Useful Life (Details) | Mar. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 2,514,571 |
2024 | 2,442,943 |
2025 | 2,442,943 |
2026 | 2,342,144 |
2027 | $ 2,032,939 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 25,453,372 | $ 30,104,661 |
Business acquisition | 22,839,437 | |
Impairment loss related to goodwill | (3,288,847) | (26,898,016) |
Effect of movements in exchange rates | 3,763 | (592,710) |
Ending Balance | $ 22,168,288 | $ 25,453,372 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Summary of Aggregate Amount of Goodwill is Allocated to Each Reporting Unit (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Goodwill [Line Items] | ||||
Goodwill | $ 22,093,222 | $ 22,168,288 | $ 25,453,372 | $ 30,104,661 |
Previously Reported [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 22,168,288 | 25,453,372 | ||
Biodroga | ||||
Goodwill [Line Items] | ||||
Goodwill | 2,550,785 | 2,625,851 | ||
Biodroga | Previously Reported [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 2,617,698 | 2,613,935 | ||
Sprout | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 19,542,437 | 19,542,437 | ||
Sprout | Previously Reported [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 19,550,590 | $ 22,839,437 |
Intangible Assets and Goodwil_7
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill [Line Items] | ||
Impairment loss on goodwill | $ 3,288,847 | $ 26,898,016 |
Fair value of reporting unit | 6,000,000 | |
Impairment on property, plant and equipment | 1,533,766 | |
Impairment loss on right-of-use assets | 107,650 | |
Impairment loss of other long-lived assets | $ 2,323,062 | |
Pre tax discount rate | 9.40% | |
Business plan duration | 3 years | |
Operating result growth rate | 3% | |
Impairment charge | $ 1,527,000 | |
Biodroga | ||
Goodwill [Line Items] | ||
Impairment loss on goodwill | $ 0 | $ 0 |
Pre-tax discount rate on discounted cash flow | 15.175% | 12.13% |
Terminal growth rate | 2.50% | 2.50% |
SugarLeaf | ||
Goodwill [Line Items] | ||
Impairment loss on goodwill | $ 26,898,016 | |
Accelerated depreciation for the year | 5,803,135 | |
SugarLeaf | Farmer relationships | ||
Goodwill [Line Items] | ||
Accelerated depreciation for the year | $ 4,749,174 |
Goodwill - Summary of Aggregate
Goodwill - Summary of Aggregate Amount of Goodwill is Allocated to Each Reporting Unit (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Goodwill [Line Items] | ||||
Goodwill | $ 22,093,222 | $ 22,168,288 | $ 25,453,372 | $ 30,104,661 |
Biodroga | ||||
Goodwill [Line Items] | ||||
Goodwill | 2,550,785 | 2,625,851 | ||
Sprout | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 19,542,437 | $ 19,542,437 |
Trade and Other Payables - Summ
Trade and Other Payables - Summary of Trade and Other Payables (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Payables [Abstract] | |||
Trade payables | $ 10,667,780 | $ 12,154,734 | |
Accrued liabilities and other payables | 11,211,335 | 5,841,675 | |
Employee salaries and benefits payable | 576,826 | 1,750,375 | |
Short-term portion of long-term payables | 244,908 | 135,211 | |
Trade and other payables current | $ 21,296,277 | $ 22,700,849 | $ 19,881,995 |
Provisions - Additional Informa
Provisions - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 23, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||
Annual royalties percentage of sales and other revenue | 1% | |||||
Litigation related to provision for royalty payments | $ 477,982 | $ 362,809 | $ 1,489,854 | |||
Litigation related to provision for royalty payments increased amount | 126,204 | $ 116,467 | 626,914 | 571,619 | ||
Litigation related to provision for currency translation adjustments | (11,031) | 31,773 | (4,122) | 124,818 | ||
Payments related to litigation provision | 0 | $ 1,417,219 | 1,758,081 | |||
Other provisions for other legal obligations | $ 361,221 | 155,804 | 155,804 | |||
Personnel and severance charge | 850,799 | |||||
Arbitrator's award with fees and cost including applicable interest | $ 1,127,024 | |||||
Provision | $ 1,127,024 | |||||
Settlement agreement date | July 13, 2022 | |||||
Settlement amount | $ 543,774 | |||||
Settlement gain under selling, general and administrative expenses | 583,430 | |||||
Liabilities directly associated with assets held for sale, provision | 209,740 | 0 | ||||
PMGSL | ||||||
Related Party Transaction [Line Items] | ||||||
Provision for litigation | $ 600,000 | $ 600,000 | $ 600,000 |
Liability Related to Warrants -
Liability Related to Warrants - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 24, 2022 | Jun. 23, 2022 | Mar. 30, 2022 | Mar. 14, 2022 | Feb. 19, 2021 | Oct. 22, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | |||||||||||
Number of warrants issued | 3,891,052 | 0 | 1,428,574 | 497,355 | |||||||
Number of shares exercisable for common share | 1 | ||||||||||
Proceeds from the issuance of shares and warrants through a Direct Offering | $ 5,000,000 | $ 8,000,000 | |||||||||
Exercise price of warrants | $ 11.04 | $ 28.64 | |||||||||
Residual amount allocated | $ 2,126,955 | ||||||||||
Change in fair value of warrant liability | $ 1,572,299 | ||||||||||
Warrants and rights outstanding | 3,167,947 | $ 8,789,339 | 5,570,530 | $ 10,462,000 | $ 10,462,137 | ||||||
Private Placement | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Number of shares exercisable for common share | 1 | ||||||||||
Proceeds from the issuance of shares and warrants through a Direct Offering | 0 | $ 35,300,844 | |||||||||
Exercise price of warrants | $ 78.75 | ||||||||||
Gross proceeds from offering | $ 35,000,000 | ||||||||||
Total issue costs | $ 636,847 | $ 465,211 | 2,081,879 | ||||||||
Warrants and rights outstanding | 11,831,000 | ||||||||||
Common Shares | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Shares issued during period, shares | 1,300,000 | 528,572 | |||||||||
Number of shares exercisable for common share | 1 | 1 | |||||||||
Residual amount allocated | 306,868 | ||||||||||
Prefunded Warrants | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Number of warrants issued | 645,526 | 185,715 | |||||||||
Exercise price of warrants | $ 0.0001 | $ 0.0035 | |||||||||
Residual amount allocated | $ 107,818 | ||||||||||
Gross proceeds from offering | $ 65 | $ 650 | |||||||||
Series A Warrants | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Class of warrant or right, number of securities called by warrants or rights | 714,286 | ||||||||||
Exercise price of warrants | $ 11.2 | $ 11.2 | $ 11.2 | ||||||||
Change in fair value of warrant liability | $ 2,862,450 | 0 | |||||||||
Warrants expiring date | Sep. 14, 2027 | Sep. 14, 2027 | |||||||||
Warrants and rights outstanding | $ 390,372 | 0 | $ 3,270,816 | 0 | |||||||
Series A Warrants | Common Shares | Maximum | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Stock issued during period, shares, conversion of units | 714,286 | ||||||||||
Series A Warrants | Black-Scholes Model | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Initial warrant liability | $ 4,757,559 | ||||||||||
Series B Warrants | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Class of warrant or right, number of securities called by warrants or rights | 714,286 | ||||||||||
Combined offering price | $ 11.2 | ||||||||||
Exercise price of warrants | $ 11.2 | $ 11.2 | |||||||||
Change in fair value of warrant liability | $ 1,608,960 | 0 | |||||||||
Warrants expiring date | Mar. 14, 2028 | Mar. 14, 2028 | |||||||||
Warrants and rights outstanding | $ 66,381 | 0 | $ 1,683,241 | 0 | |||||||
Series B Warrants | Common Shares | Maximum | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Stock issued during period, shares, conversion of units | 714,286 | ||||||||||
Series B Warrants | Black-Scholes Model | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Initial warrant liability | 2,857,755 | ||||||||||
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 | ||||||||||
Exercise price of warrants | $ 2.32 | ||||||||||
Warrant exercisable term | 5 years | ||||||||||
Change in fair value of warrant liability | $ 2,415,483 | 0 | |||||||||
Warrants expiring date | Jun. 23, 2027 | ||||||||||
Warrants and rights outstanding | $ 1,648,732 | 0 | 0 | 0 | |||||||
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 | ||||||||||
Change in fair value of warrant liability | $ 2,064,160 | 0 | |||||||||
Warrants expiring date | Jun. 24, 2024 | ||||||||||
Warrants and rights outstanding | $ 1,029,219 | 0 | $ 0 | 0 | |||||||
Series D warrants | Black-Scholes Model | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Initial warrant liability | $ 3,080,121 | ||||||||||
2020 Warrants | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Number of warrants issued | 300,926 | ||||||||||
Exercise price of warrants | $ 78.75 | $ 78.75 | $ 78.75 | ||||||||
Residual amount allocated | $ 23,169,000 | ||||||||||
Change in fair value of warrant liability | $ 288,585 | 1,100,996 | $ 5,877,802 | 5,893,160 | |||||||
Warrants expiring date | Oct. 22, 2025 | Oct. 22, 2025 | Oct. 22, 2025 | ||||||||
Warrants and rights outstanding | $ 11,831,000 | $ 19,586 | 5,166,056 | $ 309,769 | 6,174,000 | ||||||
2021 Warrants | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Number of warrants issued | 196,429 | ||||||||||
Exercise price of warrants | $ 78.75 | $ 78.75 | $ 78.75 | ||||||||
Residual amount allocated | $ 48,711,002 | ||||||||||
Change in fair value of warrant liability | $ 284,062 | 728,334 | $ 3,990,948 | 1,976,093 | |||||||
Warrants expiring date | Aug. 19, 2026 | Aug. 19, 2026 | Aug. 19, 2026 | ||||||||
Warrants and rights outstanding | $ 6,288,998 | $ 13,657 | $ 3,623,283 | $ 306,704 | $ 4,288,000 |
Liability Related to Warrants_2
Liability Related to Warrants - Summary of Changes in Value of Liability Related to Warrants (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | ||||
Number of warrants outstanding, beginning balance | 1,925,929 | 497,355 | 497,355 | |
Warrants issued during the period | 3,891,052 | 0 | 1,428,574 | 497,355 |
Number of warrants outstanding, ending balance | 5,816,981 | 497,355 | 1,925,929 | 497,355 |
Warrants outstanding, beginning balance | $ 5,570,530 | $ 10,462,000 | $ 10,462,000 | $ 10,462,137 |
Warrants issued during the period | 7,126,957 | 0 | 7,585,314 | 18,119,998 |
Revaluation | (9,523,700) | (1,829,330) | (12,633,316) | (7,869,253) |
Movements in exchange rates | (5,840) | 156,669 | 156,395 | 211,392 |
Warrants outstanding, ending balance | $ 3,167,947 | $ 8,789,339 | $ 5,570,530 | $ 10,462,000 |
Liability Related to Warrants_3
Liability Related to Warrants - Summary of Outstanding Warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Mar. 14, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 19, 2021 | Oct. 22, 2020 | |
Class Of Warrant Or Right [Line Items] | |||||||
Number of warrants outstanding | 5,816,981 | 1,925,929 | 497,355 | 497,355 | |||
Number of warrants exercisable | 5,816,981 | 497,355 | |||||
Exercise price | $ 11.04 | $ 28.64 | |||||
2020 Warrants | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Date of issuance | Oct. 22, 2020 | Oct. 22, 2020 | |||||
Number of warrants outstanding | 300,926 | 300,926 | |||||
Number of warrants exercisable | 300,926 | 300,926 | |||||
Exercise price | $ 78.75 | $ 78.75 | $ 78.75 | ||||
Expiry date | Oct. 22, 2025 | Oct. 22, 2025 | Oct. 22, 2025 | ||||
2021 Warrants | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Date of issuance | Feb. 19, 2021 | Feb. 19, 2021 | |||||
Number of warrants outstanding | 196,429 | 196,429 | |||||
Number of warrants exercisable | 196,429 | 196,429 | |||||
Exercise price | $ 78.75 | $ 78.75 | $ 78.75 | ||||
Expiry date | Aug. 19, 2026 | Aug. 19, 2026 | Aug. 19, 2026 | ||||
Series A Warrants | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Date of issuance | Mar. 14, 2022 | Mar. 14, 2022 | |||||
Number of warrants outstanding | 714,287 | 714,287 | |||||
Number of warrants exercisable | 714,287 | ||||||
Exercise price | $ 11.2 | $ 11.2 | $ 11.2 | ||||
Expiry date | Sep. 14, 2027 | Sep. 14, 2027 | |||||
Series B Warrants | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Date of issuance | Mar. 14, 2022 | Mar. 14, 2022 | |||||
Number of warrants outstanding | 714,287 | 714,287 | |||||
Number of warrants exercisable | 714,287 | ||||||
Exercise price | $ 11.2 | $ 11.2 | |||||
Expiry date | Mar. 14, 2028 | Mar. 14, 2028 | |||||
Series C Warrants | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Date of issuance | Jun. 23, 2022 | ||||||
Number of warrants outstanding | 1,945,526 | ||||||
Number of warrants exercisable | 1,945,526 | ||||||
Exercise price | $ 2.32 | ||||||
Expiry date | Jun. 23, 2027 | ||||||
Series D warrants | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Date of issuance | Jun. 23, 2022 | ||||||
Number of warrants outstanding | 1,945,526 | ||||||
Number of warrants exercisable | 1,945,526 | ||||||
Exercise price | $ 2.32 | ||||||
Expiry date | Jun. 24, 2024 |
Liability Related to Warrants_4
Liability Related to Warrants - Summary of Reconciliation of Changes in Fair Value of Warrants (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, beginning balance | $ 5,570,530 | $ 10,462,000 | $ 10,462,000 | $ 10,462,137 |
Warrants issued during the period | 7,126,957 | 0 | 7,585,314 | 18,119,998 |
Change in fair value | (1,572,299) | |||
Warrants outstanding, ending balance | 3,167,947 | 8,789,339 | 5,570,530 | 10,462,000 |
2020 Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, beginning balance | 309,769 | 6,174,000 | 6,174,000 | |
Change in fair value | (288,585) | (1,100,996) | (5,877,802) | (5,893,160) |
Translation effect | (1,598) | 93,052 | ||
Warrants outstanding, ending balance | 19,586 | 5,166,056 | 309,769 | 6,174,000 |
2020 Warrants | Previously Reported [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, beginning balance | 309,769 | 6,174,137 | 6,174,137 | |
Warrants issued during the period | 11,831,000 | |||
Change in fair value | (5,877,802) | (5,893,160) | ||
Translation effect | 13,434 | 236,297 | ||
Warrants outstanding, ending balance | 309,769 | 6,174,137 | ||
2021 Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, beginning balance | 306,704 | 4,288,000 | 4,288,000 | |
Change in fair value | (284,062) | (728,334) | (3,990,948) | (1,976,093) |
Translation effect | (8,985) | 63,617 | ||
Warrants outstanding, ending balance | 13,657 | 3,623,283 | 306,704 | 4,288,000 |
2021 Warrants | Previously Reported [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, beginning balance | 306,704 | 4,288,000 | 4,288,000 | |
Warrants issued during the period | 6,288,998 | |||
Change in fair value | (3,990,948) | (1,976,093) | ||
Translation effect | 9,652 | (24,905) | ||
Warrants outstanding, ending balance | 306,704 | 4,288,000 | ||
Series A Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, beginning balance | 3,270,816 | 0 | 0 | |
Warrants issued during the period | 0 | 0 | ||
Change in fair value | (2,862,450) | 0 | ||
Translation effect | (17,994) | 0 | ||
Warrants outstanding, ending balance | 390,372 | 0 | 3,270,816 | 0 |
Series A Warrants | Previously Reported [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, beginning balance | 3,270,816 | |||
Warrants issued during the period | 4,757,559 | |||
Change in fair value | (1,572,299) | |||
Translation effect | 85,556 | |||
Warrants outstanding, ending balance | 3,270,816 | |||
Series B Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, beginning balance | 1,683,241 | 0 | 0 | |
Warrants issued during the period | 0 | 0 | ||
Change in fair value | (1,608,960) | 0 | ||
Translation effect | (7,900) | 0 | ||
Warrants outstanding, ending balance | 66,381 | 0 | 1,683,241 | 0 |
Series B Warrants | Previously Reported [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, beginning balance | 1,683,241 | |||
Warrants issued during the period | 2,827,755 | |||
Change in fair value | (1,192,267) | |||
Translation effect | 47,753 | |||
Warrants outstanding, ending balance | 1,683,241 | |||
Series C Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, beginning balance | 0 | 0 | 0 | |
Warrants issued during the period | 4,046,836 | 0 | ||
Change in fair value | (2,415,483) | 0 | ||
Translation effect | 17,379 | 0 | ||
Warrants outstanding, ending balance | 1,648,732 | 0 | 0 | 0 |
Series D warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding, beginning balance | 0 | 0 | 0 | |
Warrants issued during the period | 3,080,121 | 0 | ||
Change in fair value | (2,064,160) | 0 | ||
Translation effect | 13,258 | 0 | ||
Warrants outstanding, ending balance | $ 1,029,219 | $ 0 | $ 0 | $ 0 |
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) | Jun. 30, 2022 yr $ / Pershare shares | Jun. 23, 2022 yr $ / Pershare | Mar. 31, 2022 $ / Pershare yr | Mar. 14, 2022 $ / Pershare yr | Jun. 30, 2021 yr $ / Pershare shares | Mar. 31, 2021 $ / Pershare yr |
2020 Warrants | Share Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 1.4 | 40.95 | ||||
2020 Warrants | Exercise Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 78.75 | 78.75 | ||||
2020 Warrants | Dividend Yield | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | shares | 0 | 0 | ||||
2020 Warrants | Risk Free Interest | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.0299 | 0.0073 | ||||
2020 Warrants | Remaining Contractual Life (Years) | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 3.32 | 4.32 | ||||
2020 Warrants | Expected Volatility | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.926 | 0.776 | ||||
2021 Warrants | Share Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 1.4 | 40.95 | ||||
2021 Warrants | Exercise Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 78.75 | 78.75 | ||||
2021 Warrants | Dividend Yield | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | shares | 0 | 0 | ||||
2021 Warrants | Risk Free Interest | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.03 | 0.0089 | ||||
2021 Warrants | Remaining Contractual Life (Years) | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 4.14 | 5.14 | ||||
2021 Warrants | Expected Volatility | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.892 | 0.736 | ||||
Series A Warrants | Share Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 1.4 | 0 | ||||
Series A Warrants | Exercise Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 11.2 | 0 | ||||
Series A Warrants | Dividend Yield | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | shares | 0 | 0 | ||||
Series A Warrants | Risk Free Interest | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 3.01 | 0 | ||||
Series A Warrants | Remaining Contractual Life (Years) | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 5.21 | 0 | ||||
Series A Warrants | Expected Volatility | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 85.4 | 0 | ||||
Series B Warrants | Share Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 1.4 | 0 | ||||
Series B Warrants | Exercise Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 11.2 | 0 | ||||
Series B Warrants | Dividend Yield | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | shares | 0 | 0 | ||||
Series B Warrants | Risk Free Interest | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 2.83 | 0 | ||||
Series B Warrants | Remaining Contractual Life (Years) | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 1.21 | 0 | ||||
Series B Warrants | Expected Volatility | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 96.4 | 0 | ||||
Series C Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 1.4 | 2.9 | ||||
Series C Warrants | Exercise Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 2.32 | 2.32 | ||||
Series C Warrants | Dividend Yield | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 0 | 0 | ||||
Series C Warrants | Risk Free Interest | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 3.01 | 3.38 | ||||
Series C Warrants | Remaining Contractual Life (Years) | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 4.98 | 5 | ||||
Series C Warrants | Expected Volatility | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 86.3 | 84 | ||||
Series D warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 1.4 | 2.9 | ||||
Series D warrants | Exercise Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 2.32 | 2.32 | ||||
Series D warrants | Dividend Yield | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 0 | 0 | ||||
Series D warrants | Risk Free Interest | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 2.92 | 3.21 | ||||
Series D warrants | Remaining Contractual Life (Years) | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 1.98 | 2 | ||||
Series D warrants | Expected Volatility | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 93.5 | 88.7 | ||||
Black-Scholes Option Pricing Model | 2020 Warrants | Share Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 7.7 | 45.85 | ||||
Black-Scholes Option Pricing Model | 2020 Warrants | Exercise Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 78.75 | 78.75 | ||||
Black-Scholes Option Pricing Model | 2020 Warrants | Dividend Yield | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0 | 0 | ||||
Black-Scholes Option Pricing Model | 2020 Warrants | Risk Free Interest | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.0244 | 0.008 | ||||
Black-Scholes Option Pricing Model | 2020 Warrants | Remaining Contractual Life (Years) | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 3.57 | 4.57 | ||||
Black-Scholes Option Pricing Model | 2020 Warrants | Expected Volatility | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.832 | 0.761 | ||||
Black-Scholes Option Pricing Model | 2021 Warrants | Share Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 7.7 | 45.85 | ||||
Black-Scholes Option Pricing Model | 2021 Warrants | Exercise Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 78.75 | 78.75 | ||||
Black-Scholes Option Pricing Model | 2021 Warrants | Dividend Yield | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0 | 0 | ||||
Black-Scholes Option Pricing Model | 2021 Warrants | Risk Free Interest | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.0249 | 0.0101 | ||||
Black-Scholes Option Pricing Model | 2021 Warrants | Remaining Contractual Life (Years) | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 4.39 | 5.39 | ||||
Black-Scholes Option Pricing Model | 2021 Warrants | Expected Volatility | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.835 | 0.72 | ||||
Black-Scholes Option Pricing Model | Series A Warrants | Share Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 7.7 | 45.85 | ||||
Black-Scholes Option Pricing Model | Series A Warrants | Exercise Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 11.2 | 11.2 | ||||
Black-Scholes Option Pricing Model | Series A Warrants | Dividend Yield | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0 | 0 | ||||
Black-Scholes Option Pricing Model | Series A Warrants | Risk Free Interest | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.0194 | 0.0212 | ||||
Black-Scholes Option Pricing Model | Series A Warrants | Remaining Contractual Life (Years) | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 5.46 | 5.5 | ||||
Black-Scholes Option Pricing Model | Series A Warrants | Expected Volatility | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.775 | 0.761 | ||||
Black-Scholes Option Pricing Model | Series B Warrants | Share Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 7.7 | 45.85 | ||||
Black-Scholes Option Pricing Model | Series B Warrants | Exercise Price | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 11.2 | 11.2 | ||||
Black-Scholes Option Pricing Model | Series B Warrants | Dividend Yield | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0 | 0 | ||||
Black-Scholes Option Pricing Model | Series B Warrants | Risk Free Interest | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.0146 | 0.0158 | ||||
Black-Scholes Option Pricing Model | Series B Warrants | Remaining Contractual Life (Years) | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | yr | 1.46 | 1.5 | ||||
Black-Scholes Option Pricing Model | Series B Warrants | Expected Volatility | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants, measurement input | 0.87 | 0.833 |
Loans and Borrowings - Summary
Loans and Borrowings - Summary of Loans and Borrowings (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Loans and borrowings: | |||
Total loans and borrowings | $ 11,881,589 | $ 11,648,320 | $ 11,312,959 |
Loans and borrowings | 11,881,589 | 11,648,320 | 11,312,959 |
Promissory Note | |||
Loans and borrowings: | |||
Total loans and borrowings | $ 11,881,589 | $ 11,648,320 | $ 11,312,959 |
Loans and Borrowings - Summar_2
Loans and Borrowings - Summary of Loans and Borrowings (Parenthetical) (Details) - Promissory Note - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||
Loans and borrowings | $ 10,000,000 | $ 10,000,000 |
Loans and borrowings, interest rate | 10% | 10% |
Loans and borrowings, interest payable description | The outstanding principal balance bears interest at the rate of 10.0% per annum. Interest is accrued and added to the principal amount of the loan. The principal is payable | The outstanding principal balance bears interest at the rate of 10.0% per annum, payable quarterly in arrears on the last day of each fiscal quarter during the term, commencing March 31, 2021 |
Loans and borrowings, payable date | Feb. 01, 2024 | Feb. 01, 2024 |
Loans and Borrowings - Summar_3
Loans and Borrowings - Summary of Loans and Borrowings - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) Customer | Mar. 31, 2021 USD ($) | Mar. 31, 2022 Covenant | |
Debt Disclosure [Abstract] | |||||
Interest expense | $ 250,000 | $ 252,778 | $ 1,000,000 | $ 293,250 | |
Number of covenants to be met for loans and borrowings outstanding | 0 | 0 |
Capital and Other Components _3
Capital and Other Components of Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 23, 2022 | Mar. 14, 2022 | Feb. 19, 2021 | Feb. 17, 2021 | Feb. 10, 2021 | Jul. 13, 2020 | Mar. 11, 2020 | Jul. 08, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 13, 2022 | Jun. 09, 2022 | Mar. 31, 2020 | |
Class Of Stock [Line Items] | |||||||||||||||
Percentage of dividend issued on paid up capital | 5% | 5% | |||||||||||||
Number of shares issued | 7,614,434 | 5,560,829 | 5,700,000 | 198,000,000 | |||||||||||
Exercise price of warrants | $ 11.04 | $ 28.64 | |||||||||||||
Number of warrants issued | 3,891,052 | 0 | 1,428,574 | 497,355 | |||||||||||
Proceeds from exercise of warrants | $ 5,000,000 | $ 8,000,000 | |||||||||||||
Residual amount allocated | $ 2,126,955 | ||||||||||||||
Number of shares exercisable for common share | 1 | ||||||||||||||
Warrant liability | 3,167,947 | $ 8,789,339 | $ 5,570,530 | $ 10,462,000 | $ 10,462,137 | ||||||||||
Sprout Foods, Inc Acquisition | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Business acquisition, date of acquisition | Feb. 10, 2021 | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 50.10% | ||||||||||||||
Business acquisition, issuance of shares, value | 192,617 | ||||||||||||||
Business acquisition, notes guaranteed | $ 17,595,505 | ||||||||||||||
Common Stock | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Number of shares issued | 136,389 | ||||||||||||||
Net proceeds from share issuance | $ 12,017,902 | ||||||||||||||
Residual amount allocated | $ 306,868 | ||||||||||||||
Common shares offering price | $ 92.75 | ||||||||||||||
Gross proceeds from share issuance | $ 12,649,998 | ||||||||||||||
Transaction costs | $ 801,462 | ||||||||||||||
At-The-Market Offering | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Share issued price per share | $ 88.55 | ||||||||||||||
Number of shares issued | 154,619 | ||||||||||||||
Net proceeds from share issuance | 0 | $ 13,736,868 | |||||||||||||
Net proceeds from issuing shares | $ 13,069,149 | ||||||||||||||
Percentage of commissions paid | 3% | ||||||||||||||
Other transaction costs related to shares issued | $ 667,719 | ||||||||||||||
Direct Offering | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Prefund warrant description | Pre-Funded Warrant exercisable for one Common Share | Pre-Funded Warrant exercisable for one Common Share. | |||||||||||||
Exercise price of warrants | $ 0.001 | $ 0.0035 | |||||||||||||
Proceeds from exercise of warrants | 5,000,002 | $ 0 | 8,000,000 | $ 12,833,713 | |||||||||||
Number of shares issued | 528,572 | ||||||||||||||
Direct Offering | Common Stock | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Number of shares issued | 1,428,572 | ||||||||||||||
Private Placement | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Exercise price of warrants | $ 78.75 | ||||||||||||||
Proceeds from exercise of warrants | 0 | $ 35,300,844 | |||||||||||||
Total issue costs | $ 636,847 | $ 465,211 | 2,081,879 | ||||||||||||
Total issue costs recorded against share capital and warrants | 33,012 | 1,560,552 | |||||||||||||
Total issue costs recorded under finance costs | $ 603,835 | $ 521,327 | |||||||||||||
Number of shares exercisable for common share | 1 | ||||||||||||||
Gross proceeds from offering | $ 35,000,000 | ||||||||||||||
Warrant liability | 11,831,000 | ||||||||||||||
Warrant liability reclassified to equity | $ 23,169,000 | ||||||||||||||
Private Placement | Common Stock | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Number of shares issued | 462,963 | ||||||||||||||
Registered Direct Offering Priced At-the-market and Concurrent Private Placement | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Exercise price of warrants | $ 78.75 | ||||||||||||||
Number of warrants issued | 196,429 | ||||||||||||||
Proceeds from exercise of warrants | $ 0 | $ 55,000,000 | |||||||||||||
Offering price | $ 70 | ||||||||||||||
Aggregate gross proceeds | $ 55,000,000 | ||||||||||||||
Total issue costs | 2,958,406 | ||||||||||||||
Total issue costs recorded against share capital and warrants | 2,609,043 | ||||||||||||||
Total issue costs recorded under finance costs | 349,363 | ||||||||||||||
Warrant liability | 6,288,998 | ||||||||||||||
Warrant liability reclassified to equity | $ 48,711,002 | $ 785,715 | |||||||||||||
Warrants expiration term | 5 years 6 months | ||||||||||||||
Maximum | At-The-Market Offering | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common stock aggregate offering price | $ 50,000,000 | ||||||||||||||
Market Performance Options | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Share options exercised, shares | 715 | ||||||||||||||
Weighted average exercise price, Exercised | $ 40.64 | ||||||||||||||
Market Performance Options | CEO | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Weighted average exercise price, Exercised | $ 155.05 | ||||||||||||||
DSUs | Board of Directors | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Number of shares issued | 0 | 0 | 0 | 1,381 | |||||||||||
Share issued price per share | $ 72.44 | ||||||||||||||
RSUs | CEO | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Number of shares issued | 108,079 | 41,660 | 108,079 | 16,414 | |||||||||||
Share issued price per share | $ 8.74 | $ 155.05 | $ 39.74 | $ 155.05 | |||||||||||
Withholding taxes paid to issuance of RSUs | $ 978,697 | $ 1,411,515 | $ 717,135 | ||||||||||||
Withheld as payment of withholding taxes | 68,697 | 21,011 | 64,105 | 10,254 | |||||||||||
Withholding taxes to paid | $ 469,139 | ||||||||||||||
Restricted Common Shares | Employees | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Number of shares issued | 0 | 0 | 0 | 850 | |||||||||||
Share issued price per share | $ 116.74 | ||||||||||||||
Prefunded Warrants | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Number of warrants issued | 645,526 | 185,715 | |||||||||||||
Residual amount allocated | $ 107,818 | ||||||||||||||
Prefunded Warrants | Direct Offering | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Exercise price of warrants | $ 0.0035 | ||||||||||||||
Proceeds from exercise of warrants | $ 65 | $ 650 | |||||||||||||
Offering price | $ 11.2 | ||||||||||||||
Aggregate gross proceeds | $ 8,000,000 | ||||||||||||||
Warrants issued | 185,715 | ||||||||||||||
Series A Warrants | Direct Offering | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Exercise price of warrants | $ 11.2 | ||||||||||||||
Number of shares issued | 714,287 | ||||||||||||||
Shares exercisable description | exercisable six months after the closing date, and will expire five and one half years from the date of issuance. | ||||||||||||||
Series B Warrants | Direct Offering | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Exercise price of warrants | $ 11.2 | ||||||||||||||
Number of shares issued | 714,287 | ||||||||||||||
Shares exercisable description | exercisable six months after the closing date, and expire 18 months from the date of issuance. | ||||||||||||||
Warrants | Private Placement | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Warrants issued | 300,926 | ||||||||||||||
Series A Preferred Shares | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Number of shares issued | 0 | ||||||||||||||
Number of shares outstanding | 0 | 0 | |||||||||||||
Stock Options Exercised | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Share options exercised, shares | 0 | 0 | 0 | 142,909 | |||||||||||
Weighted average exercise price, Exercised | $ 54.61 | ||||||||||||||
Proceeds From Stock Options Exercised | $ 7,478,960 | ||||||||||||||
Stock Options Exercised | Market Performance Options | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Share options exercised, shares | 714 | ||||||||||||||
Weighted average exercise price, Exercised | $ 43.19 |
Capital and Other Components _4
Capital and Other Components of Equity - Summary of Changes in Value of Equity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding, Weighted average exercise price | $ 28.64 | |||
Warrants outstanding, Weighted average exercise price | $ 11.04 | $ 28.64 | ||
Number of warrants outstanding, beginning balance | 1,925,929 | 497,355 | 497,355 | |
Number of warrants issued | 3,891,052 | 0 | 1,428,574 | 497,355 |
Number of warrants outstanding, ending balance | 5,816,981 | 497,355 | 1,925,929 | 497,355 |
Number of warrants exercisable | 119,286 | |||
Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding, Weighted average exercise price | $ 325.34 | $ 325.34 | $ 325.34 | $ 325.34 |
Issued, Weighted average exercise price | 0.0001 | 0.0035 | ||
Exercised, Weighted average exercise price | 0.0001 | 0.0035 | ||
Warrants outstanding, Weighted average exercise price | 325.34 | 325.34 | 325.34 | |
Warrants exercisable, Weighted average exercise price | $ 325.34 | $ 325.34 | $ 325.34 | |
Number of warrants outstanding, beginning balance | 176,429 | 176,429 | 176,429 | 176,429 |
Number of warrants issued | 645,526 | 185,715 | ||
Number of warrants exercised | (645,526) | (185,715) | ||
Number of warrants outstanding, ending balance | 176,429 | 176,429 | 176,429 | |
Number of warrants exercisable | 176,429 | 176,429 | 147,858 |
Capital and Other Components _5
Capital and Other Components of Equity - Summary of Warrants (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Class Of Warrant Or Right [Line Items] | |||||
Number of warrants outstanding | 5,816,981 | 1,925,929 | 497,355 | 497,355 | |
Number of warrants exercisable | 119,286 | ||||
Warrants amount | $ 3,167,947 | $ 5,570,530 | $ 8,789,339 | $ 10,462,000 | $ 10,462,137 |
Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of warrants outstanding | 176,429 | 176,429 | 176,429 | 176,429 | |
Number of warrants exercisable | 176,429 | 176,429 | 147,858 | ||
Warrants amount | $ 6,079,890 | $ 6,079,890 | $ 5,900,973 | ||
Warrants | Warrants IFF | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of warrants outstanding | 57,143 | 57,143 | 57,143 | ||
Number of warrants exercisable | 57,143 | 57,143 | 28,572 | ||
Warrants amount | $ 1,630,210 | $ 1,630,210 | $ 1,451,293 | ||
Warrants | Warrants AMI | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of warrants outstanding | 119,286 | 119,286 | 119,286 | ||
Number of warrants exercisable | 119,286 | 119,286 | |||
Warrants amount | $ 4,449,680 | $ 4,449,680 | $ 4,449,680 |
Capital and Other Components _6
Capital and Other Components of Equity - Summary of Warrants (Parenthetical) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | 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 | 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 | $ 92,685 | $ 178,917 | $ 822,316 | |
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 | 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 | $ 0 | $ 1,113,884 | ||
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 |
Non-controlling Interest - Summ
Non-controlling Interest - Summarized Statement of Loss and Comprehensive Loss (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Minority Interest [Line Items] | |||||
Revenue from contracts with customers | $ 15,968,098 | $ 9,821,640 | $ 47,695,828 | $ 34,261,647 | |
Selling, general and administrative expenses | (10,553,734) | (16,014,634) | (60,538,424) | (63,824,118) | |
Impairment loss on goodwill | (3,288,847) | (26,898,016) | |||
Finance costs | (916,522) | (358,116) | (2,143,978) | (1,786,781) | |
Loss before income tax | (6,504,495) | (18,843,612) | (84,424,529) | (127,741,941) | |
Income tax | 0 | (12,098) | 0 | 3,477,711 | |
Net loss | (4,284,350) | (16,907,628) | (74,971,745) | (123,170,020) | |
Total comprehensive loss | (9,295,974) | (16,879,148) | (83,674,281) | (117,526,283) | |
Loss attributable to the subsidiary's non-controlling interest | (2,220,145) | (1,948,082) | (9,452,784) | (1,094,210) | |
Comprehensive loss attributable to the subsidiary's non-controlling interest | (2,220,145) | (1,948,082) | (9,455,479) | $ (1,320,138) | |
Sprout Foods, Inc. | |||||
Minority Interest [Line Items] | |||||
Revenue from contracts with customers | $ 2,403,074 | 8,157,597 | 5,647,427 | 25,971,480 | |
Cost of sales | (3,192,259) | (8,312,289) | (5,569,279) | (28,200,621) | |
Selling, general and administrative expenses | (1,253,251) | (3,755,529) | (4,041,149) | (9,459,448) | |
Impairment loss on intangible assets | (1,527,000) | ||||
Impairment loss on goodwill | (3,288,847) | ||||
Finance income (costs) | (538,967) | 71,128 | |||
Finance costs | (140,218) | (2,427,165) | |||
Loss before income tax | (2,182,654) | (4,449,188) | (3,891,873) | (18,931,601) | |
Income tax | (1,398) | 0 | (12,098) | (11,854) | |
Net loss | (2,184,052) | (4,449,188) | (3,903,971) | (18,943,455) | |
Total comprehensive loss | (2,635,006) | (4,449,188) | (3,903,971) | (18,948,855) | |
Loss attributable to the subsidiary's non-controlling interest | (1,094,210) | (2,220,145) | (1,948,082) | (9,452,784) | |
Comprehensive loss attributable to the subsidiary's non-controlling interest | $ (1,320,138) | $ (2,220,145) | $ (1,948,082) | $ (9,455,479) |
Non-controlling Interest - Su_2
Non-controlling Interest - Summarized Statement of Balance Sheets (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Minority Interest [Line Items] | |||||
Current assets | $ 51,190,086 | $ 37,388,013 | $ 89,527,517 | ||
Current liabilities | 30,209,341 | 30,316,694 | 34,809,438 | ||
Total equity | 53,778,639 | 60,837,599 | $ 122,860,418 | 137,545,309 | $ 102,962,406 |
Equity holders of the Corporation | 43,276,707 | 48,115,522 | 115,367,753 | ||
Non-controlling interest | 10,501,932 | 12,722,077 | 22,177,556 | ||
Sprout Foods, Inc. | |||||
Minority Interest [Line Items] | |||||
Current assets | 11,430,620 | 12,260,375 | 11,338,209 | ||
Non-current assets | 38,751,184 | 39,000,367 | 51,263,341 | ||
Current liabilities | 7,963,838 | 5,991,483 | 6,125,690 | ||
Non-current liabilities | 26,760,154 | 25,362,259 | 12,031,860 | ||
Total equity | 15,457,812 | 19,907,000 | 44,444,000 | ||
Equity holders of the Corporation | 4,955,880 | 7,184,923 | 22,266,444 | ||
Non-controlling interest | $ 10,501,932 | $ 12,722,077 | $ 22,177,556 |
Non-controlling Interest - Su_3
Non-controlling Interest - Summarized Statement of Cash Flow (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Minority Interest [Line Items] | |||||
Cash flow used in operating activities | $ (7,197,791) | $ (19,269,995) | $ (54,346,127) | $ (56,645,458) | |
Cash flow used in investment activities | 0 | (544,087) | (2,327,224) | (10,121,502) | |
Cash flow from (used in) financing activities | 4,534,856 | (978,697) | 5,952,288 | 115,000,959 | |
Net decrease in cash and cash equivalents | (2,494,373) | (20,660,364) | (51,110,548) | $ 48,048,327 | |
Sprout Foods, Inc. | |||||
Minority Interest [Line Items] | |||||
Cash flow used in operating activities | $ (2,225,032) | (2,082,940) | (3,749,412) | (10,214,243) | |
Cash flow used in investment activities | 0 | 0 | (122,136) | ||
Cash flow from (used in) financing activities | (26,286) | 648,022 | 3,663,605 | 11,280,528 | |
Net decrease in cash and cash equivalents | $ (2,251,318) | $ (1,434,918) | $ (85,807) | $ 944,149 |
Share-based Payment - Additiona
Share-based Payment - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||
Nov. 14, 2021 USD ($) shares | Jul. 08, 2019 $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2020 Installment shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation recognized | $ 2,706,153 | $ 3,080,269 | $ 7,816,845 | $ 9,885,138 | |||
Recovery of stock-based compensation | $ 3,154,328 | ||||||
Equity based share awards liability | $ 0 | ||||||
Unrecognized compensation cost weighted average remaining life | 7 years 3 months 3 days | 8 years 3 months 3 days | |||||
Long Term Cash Bonus | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation recognized | $ 75,757 | $ 95,845 | 304,467 | $ 471,341 | |||
Long-term incentive payable | 15,000,000 | 15,000,000 | |||||
Minimum market capitalization | 1,000,000,000 | $ 1,000,000,000 | |||||
Market capitalization achieved period | 6 years 6 months 3 days | 5 years 6 months 21 days | |||||
Risk-free interest | 2.32% | 1.74% | |||||
Expected volatility | 67.35% | 66.46% | |||||
Liability related to long-term incentive | $ 12,931 | $ 88,688 | $ 393,155 | ||||
Employees | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of options granted | shares | 0 | ||||||
Estimated period | 4 years 3 months 14 days | 3 years 8 months 26 days | |||||
Stock Option Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation recognized | $ 480,411 | 400,544 | $ 2,101,474 | $ 1,363,318 | |||
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 Corporation’s stock-option plan allows the Corporation 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 Corporation’s total issued and outstanding common shares at the time of the grant, with the maximum of 2% for any one consultant. | 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 Corporation’s stock-option plan allows the Corporation 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 Corporation’s total issued and outstanding common shares at the time of the grant, with the maximum of 2% for any one consultant. | |||||
Percentage of maximum number of stock options can be issued | 15% | 15% | |||||
Percentage of maximum number of stock options issuable to single holder | 5% | 5% | |||||
Percentage of maximum number of stock options issuable to one consultant | 2% | 2% | |||||
Weighted average grant date fair value, granted | $ / shares | $ 13.68 | $ 54 | |||||
Vesting period | 18 months | ||||||
Unrecognized compensation cost | $ 918,873 | $ 1,357,686 | $ 1,408,530 | $ 1,662,751 | |||
Unrecognized compensation cost weighted average remaining life | 1 year 2 months 4 days | 1 year 5 months 19 days | 1 year 1 month 28 days | 1 year 6 months 18 days | |||
Estimated period | 4 years 3 months 14 days | 3 years 8 months 26 days | |||||
Risk-free interest | 0.94% | 0.46% | |||||
Expected volatility | 82.73% | 98.65% | |||||
Non-market Performance Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation recognized | $ 0 | $ 101,319 | $ 88,621 | ||||
Recovery of stock-based compensation | $ (689,464) | ||||||
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. | 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 | 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 | $ 155.05 | ||||||
Market Performance Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation recognized | $ 601,034 | $ 627,261 | $ 2,465,163 | $ 2,337,085 | |||
Weighted average exercise price | $ / shares | $ 40.64 | ||||||
Expiration date | Jul. 08, 2029 | ||||||
Vesting period | 10 years | ||||||
Options exercisable | shares | 21,429 | 21,429 | 21,429 | 21,429 | |||
Unrecognized compensation cost | $ 11,188,736 | $ 14,110,008 | $ 12,134,126 | $ 14,539,128 | |||
Unrecognized compensation cost weighted average remaining life | 1 year 1 month 28 days | 2 years 1 month 28 days | |||||
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 | $ 155.05 | ||||||
DSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation recognized | $ 9,194 | $ 4,204 | $ 49,826 | $ 63,407 | |||
Unrecognized compensation cost | $ 11,873 | $ 4,992 | |||||
Unrecognized compensation cost weighted average remaining life | 3 months 21 days | 1 month 9 days | |||||
Shares outstanding | shares | 6,468 | 3,362 | 6,468 | 3,362 | 3,544 | ||
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 | 1,944 | 1,108 | |||||
Weighted average share price, Granted | $ / shares | $ 19.26 | $ 63 | |||||
DSUs | Previously Reported [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
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 | 1,944 | 809 | |||||
RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation recognized | $ 1,615,514 | $ 1,946,941 | $ 3,889,846 | $ 5,931,983 | |||
Vesting period | 3 years | ||||||
Unrecognized compensation cost | $ 142,141 | $ 1,061,082 | $ 235,075 | $ 5,081,038 | |||
Unrecognized compensation cost weighted average remaining life | 1 year 6 months 18 days | 9 months 18 days | 1 year 3 months 18 days | 7 months 6 days | |||
Shares outstanding | shares | 22,841 | 33,174 | 25,038 | 95,845 | 59,999 | ||
Vesting instalments | Installment | 36 | ||||||
Weighted average share price, Granted | $ / shares | $ 6.83 | $ 0 | $ 16.19 | $ 58.5 | |||
Maximum insurance coverage | $ 15,000,000 | ||||||
Cash entitled | $ 6,900,000 | ||||||
Options to purchase common stock | shares | 8,500,000 | ||||||
Value of RSUs entitled to grant | $ 800,000 | ||||||
Accrued liability | $ 833,786 | $ 4,708,063 | |||||
Gain on revaluation of liability | 3,154,328 | ||||||
Share based compensation, settlement value | $ 1,187,221 | ||||||
RSUs | Previously Reported [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Value of RSUs entitled to grant | $ 4,700,000 | ||||||
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 | ||||||
Restricted Common Shares | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation recognized | $ 0 | $ 100,724 | |||||
Weighted average share price, Granted | $ / shares | $ 146.65 |
Share-based Payment - Summary o
Share-based Payment - Summary of Stock Option Plan (Details) - Stock Option Plan - $ / shares | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 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 | $ 65.91 | $ 65.76 |
Weighted average exercise price, Granted | 25.41 | 56.91 | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | 51.88 | |||
Weighted average exercise price, Forfeited/Cancelled | 10.6 | 4.88 | 37.41 | 127.32 |
Weighted average exercise price, Expired | 36.98 | 89.9 | ||
Weighted average exercise price, Options outstanding, Ending balance | 36.98 | 70.38 | 37.41 | 65.91 |
Weighted average exercise price, Options exercisable | $ 56.82 | $ 72.38 | $ 56.68 | $ 67.23 |
Options outstanding, Beginning balance | 306,321 | 121,208 | 121,208 | 229,784 |
Granted | 286,554 | 57,839 | ||
Exercised | (142,193) | |||
Forfeited/Cancelled | (14,286) | (166) | (94,298) | (24,222) |
Expired | (1,094) | (7,143) | ||
Options outstanding , Ending balance | 290,941 | 121,042 | 306,321 | 121,208 |
Options exercisable | 106,476 | 67,612 | 102,883 | 61,526 |
Share-based Payment - Schedule
Share-based Payment - Schedule of Number and Contractual Life of Options (Details) - Stock Option Plan - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Number of options outstanding | 290,941 | 306,321 |
Weighted number of options exercisable | 106,476 | 102,883 |
$43.40 - $66.85 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower range limit | $ 43.4 | |
Exercise price, upper range limit | $ 66.85 | |
Weighted remaining contractual life outstanding | 4 years 10 months 13 days | |
Number of options outstanding | 67,858 | |
$17.57 - $55.42 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower range limit | $ 17.57 | |
Exercise price, upper range limit | $ 55.42 | |
Weighted remaining contractual life outstanding | 4 years 5 months 23 days | |
Number of options outstanding | 187,549 | |
Weighted number of options exercisable | 28,571 | |
Weighted average exercise price | $ 42.35 | |
$66.86 - $71.75 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower range limit | $ 66.86 | |
Exercise price, upper range limit | $ 71.75 | |
Weighted remaining contractual life outstanding | 4 years 4 months 6 days | |
Number of options outstanding | 135,071 | |
Weighted number of options exercisable | 29,665 | |
Weighted average exercise price | $ 69.3 | |
$55.43 - $92.36 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower range limit | 55.43 | |
Exercise price, upper range limit | $ 92.36 | |
Weighted remaining contractual life outstanding | 4 years 11 months 4 days | |
Number of options outstanding | 84,150 | |
Weighted number of options exercisable | 61,912 | |
Weighted average exercise price | $ 90.42 | |
$71.76 - $82.60 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower range limit | 71.76 | |
Exercise price, upper range limit | $ 82.6 | |
Weighted remaining contractual life outstanding | 5 years 2 months 4 days | |
Number of options outstanding | 86,294 | |
Weighted number of options exercisable | 60,131 | |
Weighted average exercise price | $ 74.55 | |
$92.37 - $106.33 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower range limit | 92.37 | |
Exercise price, upper range limit | $ 106.33 | |
Weighted remaining contractual life outstanding | 5 months 12 days | |
Number of options outstanding | 2,143 | |
Weighted number of options exercisable | 2,143 | |
Weighted average exercise price | $ 95.97 | |
$82.61 - $181.65 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower range limit | 82.61 | |
Exercise price, upper range limit | $ 181.65 | |
Weighted remaining contractual life outstanding | 2 years 7 months 9 days | |
Number of options outstanding | 10,350 | |
Weighted number of options exercisable | 7,102 | |
Weighted average exercise price | $ 149.45 | |
$106.34 - $233.84 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower range limit | 106.34 | |
Exercise price, upper range limit | $ 233.84 | |
Weighted remaining contractual life outstanding | 2 years 4 months 9 days | |
Number of options outstanding | 10,350 | |
Weighted number of options exercisable | 7,101 | |
Weighted average exercise price | $ 178.11 | |
$181.66 - $232.75 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower range limit | 181.66 | |
Exercise price, upper range limit | $ 232.75 | |
Weighted remaining contractual life outstanding | 6 years 6 months | |
Number of options outstanding | 6,748 | |
Weighted number of options exercisable | 5,985 | |
Weighted average exercise price | $ 210 | |
$233.85 - $274.39 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower range limit | 233.85 | |
Exercise price, upper range limit | $ 274.39 | |
Weighted remaining contractual life outstanding | 6 years 3 months | |
Number of options outstanding | 6,749 | |
Weighted number of options exercisable | 6,749 | |
Weighted average exercise price | $ 259.65 |
Share-based Payment - Summary_2
Share-based Payment - Summary of Assumptions Used to Determine Fair Value of Options Granted (Details) - Stock Option Plan - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise price and share price | $ 25.41 | $ 56.91 |
Risk-free interest | 0.94% | 0.46% |
Estimated life (years) | 4 years 3 months 14 days | 3 years 8 months 26 days |
Expected volatility | 82.73% | 98.65% |
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 | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 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 | $ 155.05 | $ 154.12 |
Weighted average exercise price | 40.64 | |||
Weighted average exercise price, Options outstanding, Ending balance | 155.05 | 155.05 | 155.05 | 155.05 |
Weighted average exercise price, Options exercisable | $ 155.05 | $ 155.05 | $ 155.05 | $ 155.05 |
Options outstanding, Beginning balance | 157,142 | 157,142 | 157,142 | 157,857 |
Exercised | (715) | |||
Options outstanding , Ending balance | 157,142 | 157,142 | 157,142 | 157,142 |
Options exercisable | 21,429 | 21,429 | 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 | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average share price, Beginning balance | $ 66.45 | $ 63 | $ 63 | $ 68.39 |
Weighted average share price, Granted | 19.26 | 63 | ||
Weighted average share price, Released through the issuance of common shares | 68.82 | |||
Weighted average share price, Ending balance | 66.45 | 63 | 66.45 | 63 |
Weighted average share price, exercisable | $ 39.93 | $ 67.82 | $ 39.93 | $ 58.5 |
Shares outstanding, Beginning balance | 6,468 | 3,362 | 3,362 | 3,544 |
Shares outstanding, Granted | 3,106 | 1,199 | ||
Shares outstanding, Released through the issuance of common shares | (1,381) | |||
Shares outstanding, Ending balance | 6,468 | 3,362 | 6,468 | 3,362 |
Shares exercisable | 2,753 | 1,917 | 2,753 | 809 |
Share-based Payment - Summary_5
Share-based Payment - Summary of Number and Weighted Average Share Prices of RSUs (Details) - RSUs - $ / shares | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average share price, Beginning balance | $ 59.75 | $ 92.08 | $ 92.08 | $ 155.05 |
Weighted average share price, Granted | 6.83 | 0 | 16.19 | 58.5 |
Weighted average share price, Forfeited | 51.65 | |||
Weighted average share price, Released through the issuance of common shares | 8.74 | 155.05 | 50.53 | 155.05 |
Weighted average share price, Withheld as payment of withholding taxes | 5.31 | 155.05 | 10.61 | 155.05 |
Weighted average share price, Ending balance | $ 50.57 | $ 148.49 | $ 59.75 | $ 92.08 |
Shares outstanding, Beginning balance | 25,038 | 95,845 | 95,845 | 59,999 |
Shares outstanding, Granted | 174,579 | 111,915 | 62,514 | |
Shares outstanding, Forfeited | (10,538) | |||
Shares outstanding, Released through the issuance of common shares | (108,079) | (41,660) | (108,079) | (16,414) |
Shares outstanding, Withheld as payment of withholding taxes | (68,697) | (21,011) | (64,105) | (10,254) |
Shares outstanding, Ending balance | 22,841 | 33,174 | 25,038 | 95,845 |
Share-based Payment - Summary_6
Share-based Payment - Summary of Number and Weighted Average Share Prices of Restricted Shares (Details) - Restricted Common Shares | 12 Months Ended |
Mar. 31, 2021 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average share price, Granted | $ / shares | $ 146.65 |
Weighted average share price, Forfeited | $ / shares | 146.65 |
Weighted average share price, Released through the issuance of common shares | $ / shares | $ 146.65 |
Shares outstanding, Granted | shares | 1,004 |
Shares outstanding, Forfeited | shares | (154) |
Shares outstanding, Released through the issuance of common shares | shares | (850) |
Finance Income and Finance Co_3
Finance Income and Finance Costs - Summary of Finance Income (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Finance Income And Finance Costs [Abstract] | ||||
Interest income | $ 7,123 | $ 38,327 | ||
Other finance income | 787,418 | |||
Finance income | $ 1,424 | $ 7,339 | $ 7,123 | $ 825,745 |
Finance Income and Finance Co_4
Finance Income and Finance Costs - Summary of Finance Costs (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Finance Income And Finance Costs [Abstract] | ||||
Interest charges and other finance costs | $ 540,143 | $ 622,841 | ||
Interest expense on loans and borrowings | 1,000,000 | 293,250 | ||
Warrants issuance costs | 603,835 | 870,690 | ||
Finance costs | $ 916,522 | $ 358,116 | $ 2,143,978 | $ 1,786,781 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax (Recovery) Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Deferred taxes recovery | $ (3,477,711) | |||
Total tax recovery | $ 0 | $ 12,098 | $ 0 | $ (3,477,711) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Loss before income taxes | $ (6,504,495) | $ (18,843,612) | $ (84,424,529) | $ (127,741,941) |
Basic combined Canadian statutory income tax rate 1 | 26.50% | 26.50% | ||
Income tax | $ (22,372,500) | $ (33,851,614) | ||
Increase (decrease) resulting from: | ||||
Change in valuation allowance | 18,982,099 | 26,696,339 | ||
Permanent difference on impairment on goodwill | 788,642 | 999,782 | ||
Permanent difference related to derivative | (1,656,038) | (2,004,305) | ||
Non deductible and tax exempt items | 71,653 | (347,773) | ||
Non-deductible stock-based compensation | 2,050,909 | 2,660,390 | ||
Foreign exchange | 236,512 | (101,188) | ||
Difference in statutory tax rates of foreign subsidiaries | 1,121,068 | 2,778,258 | ||
Other permanent differences | 474,339 | (571,275) | ||
Adjustments in relation to prior years | 303,316 | 263,675 | ||
Total tax recovery | $ 0 | $ 12,098 | $ 0 | $ (3,477,711) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Net Deferred Tax Asset (Liability) (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating losses (NOL) and tax credit carryforwards | $ 76,346,005 | $ 61,321,242 |
Intangible assets and goodwill | 554,187 | 653,006 |
Reserves and accruals not currently deductible for tax purposes | 290,413 | 389,037 |
Financing fees not currently deductible for tax purposes | 1,446,462 | 22,651 |
Research and development costs | 3,098,560 | 533,372 |
Non-deductible interest | 3,349,307 | 3,985,157 |
Other | 1,693,301 | 1,723,027 |
Subtotal | 86,778,235 | 68,627,492 |
Less: valuation allowance | 83,934,321 | 64,418,752 |
Total net deferred tax assets | 2,843,914 | 4,208,740 |
Property, plant and equipment | (2,991,756) | |
Intangible assets and goodwill | (1,921,815) | |
Right-of-use assets | (767,164) | (748,475) |
Other | (154,935) | (468,509) |
Total deferred tax liabilities | $ (2,843,914) | $ (4,208,740) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Income Taxes [Line Items] | ||
Deferred tax assets, valuation allowance | $ 83,934,321 | $ 64,418,752 |
Realized and unrealized capital losses carry forwards | 2,060,000 | $ 2,709,000 |
Federal | ||
Income Taxes [Line Items] | ||
Tax losses carried forward | 101,174,000 | |
Provincial/State | ||
Income Taxes [Line Items] | ||
Tax losses carried forward | $ 96,884,000 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Losses Carried Forward (Details) | Mar. 31, 2022 USD ($) |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | $ 193,770,000 |
Federal | 2027 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 46,000 |
Federal | 2031 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 474,000 |
Federal | 2032 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 4,249,000 |
Federal | 2033 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 11,099,000 |
Federal | 2034 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 16,244,000 |
Federal | 2035 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 11,275,000 |
Federal | 2036 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 18,956,000 |
Federal | 2037 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 9,835,000 |
Federal | 2038 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 22,000 |
Federal | 2039 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 7,974,000 |
Federal | 2040 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 32,672,000 |
Federal | 2041 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 42,380,000 |
Federal | 2042 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 38,544,000 |
Provincial/State | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 193,465,000 |
Provincial/State | 2030 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 149,000 |
Provincial/State | 2031 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 1,523,000 |
Provincial/State | 2032 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 741,000 |
Provincial/State | 2033 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 11,210,000 |
Provincial/State | 2034 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 15,247,000 |
Provincial/State | 2035 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 10,429,000 |
Provincial/State | 2036 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 18,399,000 |
Provincial/State | 2037 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 9,178,000 |
Provincial/State | 2038 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 18,000 |
Provincial/State | 2039 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 8,473,000 |
Provincial/State | 2040 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 39,443,000 |
Provincial/State | 2041 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | 40,506,000 |
Provincial/State | 2042 | |
Operating Loss Carryforwards [Line Items] | |
Tax losses carried forward | $ 38,149,000 |
Income Taxes - Schedule of Unus
Income Taxes - Schedule of Unused Federal Investment Tax Credits (Details) | Mar. 31, 2022 USD ($) |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | $ 1,986,000 |
2023 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 174,000 |
2024 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 60,000 |
2025 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 43,000 |
2026 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 73,000 |
2027 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 116,000 |
2028 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 51,000 |
2029 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 113,000 |
2030 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 179,000 |
2031 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 216,000 |
2032 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 126,000 |
2033 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 104,000 |
2034 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 94,000 |
2035 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 234,000 |
2036 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 168,000 |
2037 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 127,000 |
2038 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | 50,000 |
2039 | |
Tax Credit Carryforward [Line Items] | |
Unused tax credits for which no deferred tax asset recognised | $ 58,000 |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosure - Summary of Changes in Operating Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Trade and other receivables | $ (163,066) | $ (8,518,941) |
Prepaid expenses | (279,770) | (994,471) |
Inventories | (2,674,208) | (17,631,474) |
Trade and other payables | 2,654,024 | 11,965,278 |
Deferred revenues | (1,563,113) | 634,393 |
Provisions | (1,137,281) | 733,755 |
Changes in operating assets and liabilities | $ (3,163,414) | $ (13,811,460) |
Supplemental Cash Flow Disclo_4
Supplemental Cash Flow Disclosure - Summary of Non-cash Transactions (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Acquired property, plant and equipment included in trade and other payables | $ 155,352 | $ 158,309 |
Intangible assets included in trade and other payables | $ 109,971 | $ 72,043 |
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 ($) | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Liabilities | |||
Liability related to warrants | $ 3,167,947 | $ 5,570,530 | |
Total | 3,167,947 | 5,570,530 | |
Sprout Call Option [Member] | |||
Liabilities | |||
Liability related to warrants | $ 10,462,137 | ||
Total | 10,462,137 | ||
Other financial assets | 5,615,167 | ||
Total | 5,765,167 | ||
Acasti Shares [Member] | |||
Liabilities | |||
Other financial assets | 150,000 | ||
Level 1 | Sprout Call Option [Member] | |||
Liabilities | |||
Other financial assets | 150,000 | ||
Total | 150,000 | ||
Level 3 | |||
Liabilities | |||
Liability related to warrants | 3,167,947 | 5,570,530 | |
Total | $ 3,167,947 | $ 5,570,530 | |
Level 3 | Sprout Call Option [Member] | |||
Liabilities | |||
Liability related to warrants | 10,462,137 | ||
Total | 10,462,137 | ||
Other financial assets | 5,615,167 | ||
Total | $ 5,615,167 |
Fair Value - Summary of Reconci
Fair Value - Summary of Reconciliation of Beginning and Ending Balance of Call Option (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 5,615,167 | |
Increase In Fair Value Of Call Option From Business Combination | $ 5,523,255 | |
Change In Fair Value Of Call Option | 83,428 | (5,606,683) |
Effect Of Movements In Exchange Rate | 8,484 | $ (8,484) |
Ending Balance | $ 5,615,167 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 13, 2022 | Jun. 09, 2022 | Feb. 10, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Gain (loss) on re-measurement of financial assets and liabilities measured at fair value | $ 0 | $ 104,000 | |||||
Measurement of call option. | $ 0 | ||||||
Common stock outstanding | 7,614,434 | 5,560,829 | 5,700,000 | 198,000,000 | |||
Common shares issued | 7,614,434 | 5,560,829 | 5,700,000 | 198,000,000 | |||
Discounted Rate Of Exercise Of Call Option | 8.90% | ||||||
Revaluation Of Call Option | $ 0 | ||||||
Call Option [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair value of asset related to call option | $ 5,523,255 | ||||||
Acasti Shares [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Reverse stock split | 8 to 1 | ||||||
Common stock outstanding | 0 | (31,250) | |||||
Fair value of investment | $ 150,000 | ||||||
Investment Owned At Fair Value Per Share | $ 4.8 | ||||||
Common shares issued | 31,250 | 750,000 | |||||
Net proceeds from share issuance | $ 55,610 | $ 420,219 | |||||
Gain or loss on sale of shares | $ 101,634 | $ 151,799 | |||||
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 | 3 Months Ended | 12 Months Ended | 60 Months Ended | ||||
Mar. 23, 2022 | May 28, 2021 | Apr. 14, 2020 | Jan. 31, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Nov. 02, 2022 | |
Product Liability Contingency [Line Items] | ||||||||
Term of minimum annual volume of sales to maintain exclusivity of specialty ingredient | 8 years | 11 years | ||||||
Remaining amount of minimum royalties | $ 3,767,576 | $ 3,878,449 | ||||||
Arbitrator's award with fees and cost including applicable interest | $ 1,127,024 | |||||||
Provision | $ 1,127,024 | |||||||
Legal proceeding provisions | $ 600,000 | $ 600,000 | $ 600,000 | |||||
CEO | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Percentage of royalties payable | 1% | 1% | ||||||
Provision | $ 477,982 | $ 362,809 | $ 1,489,854 | |||||
Jane Goodall Institute | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Percentage of net sales | 5% | |||||||
Term of agreement | two-year | |||||||
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% | 50.10% |
Operating Segments - Summary of
Operating Segments - Summary of Revenue Attributed to Geographical Locations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 16,272,228 | $ 10,078,509 | $ 48,797,124 | $ 35,400,319 |
Canada | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 5,056,502 | 2,283,224 | 12,447,125 | 13,433,549 |
United States | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 10,931,537 | 7,559,218 | 35,330,138 | 20,857,092 |
Other Countries | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 284,189 | $ 236,067 | $ 1,019,861 | $ 1,109,678 |
Operating Segments - Additional
Operating Segments - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) Segment | Jun. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) Segment Customer | Mar. 31, 2021 USD ($) Customer | |
Segment Reporting Information [Line Items] | ||||
Number of segment | Segment | 1 | 1 | ||
Number of Customers | Customer | 1 | 1 | ||
Realized revenues | $ 16,272,228 | $ 10,078,509 | $ 48,797,124 | $ 35,400,319 |
Customer One | ||||
Segment Reporting Information [Line Items] | ||||
Realized revenues | $ 5,005,000 | $ 5,261,979 | ||
Customer Concentration Risk | Sales Revenue Net | Customer One | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of consolidated revenue | 10.26% | 14.86% |
Operating Segments - Summary _2
Operating Segments - Summary of Long-Lived Assets by Geographical Location (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Segment Reporting Information [Line Items] | ||||
Total property, plant and equipment | $ 1,412,323 | $ 21,448,123 | $ 37,345,716 | |
Total intangible assets | 21,013,953 | 21,655,035 | 25,956,830 | |
Total goodwill | 22,093,222 | 22,168,288 | 25,453,372 | $ 30,104,661 |
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Total property, plant and equipment | 308,743 | 20,724,674 | 35,644,781 | |
Total intangible assets | 2,066,151 | 2,353,054 | 3,792,982 | |
Total goodwill | 2,550,785 | 2,625,851 | 2,613,935 | |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Total property, plant and equipment | 1,103,580 | 723,449 | 1,700,935 | |
Total intangible assets | 18,947,802 | 19,301,981 | 22,163,848 | |
Total goodwill | $ 19,542,437 | $ 19,542,437 | $ 22,839,437 |
Operating Segments - Summary _3
Operating Segments - Summary of Assets Held for Sale (Details) | Jun. 30, 2022 USD ($) |
Segment Reporting Information [Line Items] | |
Assets held for sale | $ 21,834,039 |
Canada | |
Segment Reporting Information [Line Items] | |
Assets held for sale | $ 21,834,039 |
Operating Segments - Summary _4
Operating Segments - Summary of Revenue Derived from Sale of Goods (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from sales and services, net of excise taxes | $ 15,968,098 | $ 9,821,640 | $ 47,695,828 | $ 34,261,647 |
Recognized at a Point in Time | Nutraceutical Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from sales and services, net of excise taxes | 5,126,114 | 3,200,668 | 13,622,744 | 12,183,362 |
Recognized at a Point in Time | Cannabis and Hemp Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from sales and services, net of excise taxes | 2,699,970 | 939,065 | 7,779,092 | 314,827 |
Recognized at a Point in Time | Food and Beverage Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from sales and services, net of excise taxes | $ 8,142,014 | 5,647,427 | 26,220,519 | 2,403,075 |
Recognized at a Point in Time | Innovation Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from sales and services, net of excise taxes | $ 34,480 | $ 73,473 | 10,960,359 | |
Recognized Over Time | Processing Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from sales and services, net of excise taxes | $ 8,400,024 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transactions [Abstract] | ||||
Royalty Expense | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Event (Additional In
Subsequent Event (Additional Information) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Oct. 21, 2022 USD ($) | Oct. 17, 2022 USD ($) | Oct. 17, 2022 CAD ($) | Oct. 11, 2022 USD ($) shares | Jun. 23, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) $ / shares shares | Jul. 13, 2022 USD ($) shares | Jun. 24, 2022 $ / shares | Jun. 13, 2022 shares | Jun. 09, 2022 shares | Jun. 30, 2021 shares | Mar. 31, 2021 USD ($) shares | |
Subsequent Event [Line Items] | |||||||||||||||
Common shares issued | shares | 7,614,434 | 5,560,829 | 5,700,000 | 198,000,000 | |||||||||||
Common stock outstanding | shares | 7,614,434 | 5,560,829 | 5,700,000 | 198,000,000 | |||||||||||
Common shares issued, value | $ | $ 318,921,917 | $ 317,051,125 | $ 306,618,482 | ||||||||||||
Pre-funded warrants | shares | 5,816,981 | 1,925,929 | 497,355 | 497,355 | |||||||||||
Exercise price of warrants | $ / shares | $ 11.04 | $ 28.64 | |||||||||||||
Gain loss on remeasurements of assets at fair value less than cost of sale | $ | $ 15,000,000 | $ 15,000,000 | |||||||||||||
Promissory Note | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Secured Promissory Notes | $ | $ 10,000,000 | $ 10,000,000 | |||||||||||||
Maturity date of note | Feb. 01, 2024 | Feb. 01, 2024 | |||||||||||||
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. Interest is accrued and added to the principal amount of the loan. The principal is payable | The outstanding principal balance bears interest at the rate of 10.0% per annum, payable quarterly in arrears on the last day of each fiscal quarter during the term, commencing March 31, 2021 | |||||||||||||
Amended Promissory Notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
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. | The $13.0 million of amended Promissory notes are secured, have a 10% interest rate per annum, increasing by 1% per annum every three months during the term of the Promissory notes. The interest will be compounded and added to the principal amount on a quarterly basis. | |||||||||||||
Sprout Foods, Inc. | Promissory Note | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Maturity date of note | Feb. 01, 2024 | Feb. 01, 2024 | |||||||||||||
Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common shares issued | shares | 5,700,000 | 198,000,000 | |||||||||||||
Common stock outstanding | shares | 5,700,000 | 198,000,000 | |||||||||||||
Number of shares issued | shares | 3,208,557 | 1,300,000 | |||||||||||||
Pre-funded warrants | shares | 645,526 | ||||||||||||||
Warrants to purchase common shares | shares | 2,591,052 | ||||||||||||||
Share issued price per share | $ / shares | $ 2.57 | ||||||||||||||
Exercise price of warrants | $ / shares | $ 2.32 | ||||||||||||||
Net proceeds from share issuance | $ | $ 6,000,000 | $ 5,000,000 | |||||||||||||
Pre-funded warrants fully exercised | $ / shares | $ 64.55 | ||||||||||||||
Number of days within which settlement contract can be terminated | 30 days | ||||||||||||||
Loss contingency, damages paid, value | $ | $ 4,000,000 | ||||||||||||||
Proceeds from sale of business | $ 3,800,000 | $ 5,150 | |||||||||||||
Class of warrant or right issued during the period | shares | 6,417,114 | ||||||||||||||
Net proceeds from issuance of common stock | $ | $ 5,150,000 | ||||||||||||||
Subsequent Event | Maximum | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Loss contingency, damages paid, value | $ | $ 4,250,000 | ||||||||||||||
Subsequent Event | Amended Promissory Notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Secured Promissory Notes | $ | $ 13,000,000 | ||||||||||||||
Secured Promissory Notes, Interest rate | 10% | ||||||||||||||
Subsequent Event | Sprout Foods, Inc. | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common shares issued | shares | 372,670 | ||||||||||||||
Common shares issued, value | $ | $ 570,000 | ||||||||||||||
Subsequent Event | Sprout Foods, Inc. | Amended Promissory Notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Additional amount committed | $ | $ 3,000,000 |