Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Nov. 30, 2017 | Mar. 31, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Stellar Biotechnologies, Inc. | ||
Entity Central Index Key | 1,540,159 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 16,119,024 | ||
Trading Symbol | SBOT | ||
Entity Common Stock, Shares Outstanding | 10,520,096 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4,570,951 | $ 7,416,904 |
Accounts receivable | 1,287 | 85,813 |
Short-term investments | 1,994,401 | 3,988,794 |
Inventory | 68,114 | 249,430 |
Prepaid expenses | 123,694 | 358,714 |
Total current assets | 6,758,447 | 12,099,655 |
Noncurrent assets: | ||
Equity investment in joint venture | 66,695 | 66,695 |
Property, plant and equipment, net | 879,523 | 756,114 |
Deposits | 15,340 | 15,340 |
Total noncurrent assets | 961,558 | 838,149 |
Total Assets | 7,720,005 | 12,937,804 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 320,947 | 623,644 |
Total Current Liabilities | 320,947 | 623,644 |
Commitments (Note 7) | ||
Shareholders' equity: | ||
Common shares, unlimited common shares authorized, no par value, 10,520,096 and 10,136,258 issued and outstanding at September 30, 2017 and 2016 | 48,351,701 | 47,280,792 |
Accumulated share-based compensation | 4,439,400 | 5,394,763 |
Accumulated deficit | (45,392,043) | (40,361,395) |
Total Shareholders' Equity | 7,399,058 | 12,314,160 |
Total Liabilities and Shareholders' Equity | $ 7,720,005 | $ 12,937,804 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Sep. 30, 2016 |
Common shares, par value | $ 0 | $ 0 |
Common shares, shares issued | 10,520,096 | 10,136,258 |
Common shares, shares outstanding | 10,520,096 | 10,136,258 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | |||
Product sales | $ 178,287 | $ 1,239,689 | $ 563,689 |
Contract services revenue | 50,000 | 32,000 | 195,000 |
Revenues | 228,287 | 1,271,689 | 758,689 |
Expenses: | |||
Costs of sales and contract services | 250,042 | 818,566 | 580,824 |
Costs of aquaculture | 284,411 | 309,262 | 259,423 |
Research and development | 1,973,400 | 1,729,445 | 1,029,489 |
General and administrative | 2,944,980 | 3,322,772 | 3,227,545 |
Total Expenses | 5,452,833 | 6,180,045 | 5,097,281 |
Loss from Operations | (5,224,546) | (4,908,356) | (4,338,592) |
Other Income (Loss) | |||
Foreign exchange gain (loss) | 162,028 | 76,800 | (653,333) |
Gain (loss) in fair value of warrant liability | 0 | (211,956) | 2,131,062 |
Investment income | 32,670 | 24,632 | 54,634 |
Other Income (Loss), Total | 194,698 | (110,524) | 1,532,363 |
Loss Before Income Tax | (5,029,848) | (5,018,880) | (2,806,229) |
Income tax expense | 800 | 7,200 | 36,800 |
Net Loss | $ (5,030,648) | $ (5,026,080) | $ (2,843,029) |
Loss per common share: | |||
Basic and diluted | $ (0.49) | $ (0.57) | $ (0.36) |
Weighted average number of common shares outstanding: | |||
Basic and diluted | 10,237,213 | 8,826,312 | 7,956,962 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows Used In Operating Activities: | |||
Net loss | $ (5,030,648) | $ (5,026,080) | $ (2,843,029) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 179,322 | 149,565 | 159,521 |
Share-based compensation | 115,546 | 259,379 | 267,222 |
Foreign exchange (gain) loss | (162,028) | (76,800) | 653,333 |
(Gain) loss in fair value of warrant liability | 0 | 211,956 | (2,131,062) |
Changes in working capital items: | |||
Accounts receivable | 84,573 | 71,827 | (113,917) |
Inventory | 181,316 | 307,850 | (522,389) |
Prepaid expenses | 235,001 | (197,150) | (45,758) |
Deposits | 0 | 560 | 0 |
Accounts payable and accrued liabilities | (302,731) | (33,403) | 77,018 |
Deferred revenue | (173,333) | 86,666 | |
Net cash used in operating activities | (4,699,649) | (4,505,629) | (4,412,395) |
Cash Flows From Investing Activities: | |||
Acquisition of property, plant and equipment | (302,733) | (402,271) | (274,589) |
Purchase of short-term investments | (5,005,607) | (11,995,450) | (13,677) |
Proceeds on sales and maturities of short-term investments | 7,000,000 | 13,021,827 | 410,736 |
Contribution to joint venture | 0 | (66,695) | 0 |
Net cash provided by investing activities | 1,691,660 | 557,411 | 122,470 |
Cash Flows From Financing Activities: | |||
Proceeds from issuance of common shares, net | 0 | 6,277,500 | 0 |
Payments for share issuance costs | 0 | (332,764) | 0 |
Proceeds from exercise of warrants and options | 0 | 1,368,260 | 106,777 |
Net cash provided by financing activities | 0 | 7,312,996 | 106,777 |
Effect of exchange rate changes on cash and cash equivalents | 162,036 | 96,623 | (629,808) |
Net change in cash and cash equivalents | (2,845,953) | 3,461,401 | (4,812,956) |
Cash and cash equivalents - beginning of year | 7,416,904 | 3,955,503 | 8,768,459 |
Cash and cash equivalents - end of year | 4,570,951 | 7,416,904 | 3,955,503 |
Cash (demand deposits) | 3,847,655 | 972,412 | 3,955,503 |
Cash equivalents | 723,296 | 6,444,492 | 0 |
Cash and cash equivalents | 4,570,951 | 7,416,904 | 3,955,503 |
Supplemental cash flow information: | |||
Cash paid during the year for taxes | 800 | 7,200 | 36,800 |
Supplemental disclosure of non-cash transactions: | |||
Share issuance costs withheld from escrow proceeds | $ 0 | $ 472,500 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Total | Common Shares [Member] | Accumulated Share-Based Compensation [Member] | Accumulated Deficit [Member] |
Balance at Sep. 30, 2014 | $ 10,464,735 | $ 37,883,877 | $ 5,073,144 | $ (32,492,286) |
Balance (in shares) at Sep. 30, 2014 | 7,941,985 | |||
Proceeds from exercise of warrants | 12,609 | $ 12,609 | 0 | 0 |
Proceeds from exercise of warrants (in shares) | 4,020 | |||
Transfer to common shares on exercise of warrants | 9,574 | $ 10,000 | (426) | 0 |
Proceeds from exercise of options | 94,168 | $ 94,168 | 0 | 0 |
Proceeds from exercise of options (in shares) | 38,753 | |||
Transfer to common shares on exercise of options | 0 | $ 113,561 | (113,561) | 0 |
Share-based compensation | 267,222 | 0 | 267,222 | 0 |
Net loss | (2,843,029) | 0 | 0 | (2,843,029) |
Balance at Sep. 30, 2015 | 8,005,279 | $ 38,114,215 | 5,226,379 | (35,335,315) |
Balance (in shares) at Sep. 30, 2015 | 7,984,758 | |||
Issuance of common shares | 6,750,000 | $ 6,750,000 | 0 | 0 |
Issuance of common shares (in shares) | 1,687,500 | |||
Share issuance costs | (805,264) | $ (805,264) | 0 | 0 |
Proceeds from exercise of warrants | 1,368,260 | $ 1,368,260 | 0 | 0 |
Proceeds from exercise of warrants (in shares) | 464,000 | |||
Transfer to common shares on exercise of warrants | 1,762,586 | $ 1,853,581 | (90,995) | 0 |
Share-based compensation | 259,379 | 0 | 259,379 | 0 |
Net loss | (5,026,080) | 0 | 0 | (5,026,080) |
Balance at Sep. 30, 2016 | 12,314,160 | $ 47,280,792 | 5,394,763 | (40,361,395) |
Balance (in shares) at Sep. 30, 2016 | 10,136,258 | |||
Issuance of performance shares | 0 | $ 1,070,909 | (1,070,909) | 0 |
Issuance of performance shares (in shares) | 383,838 | |||
Share-based compensation | 115,546 | $ 0 | 115,546 | 0 |
Net loss | (5,030,648) | 0 | 0 | (5,030,648) |
Balance at Sep. 30, 2017 | $ 7,399,058 | $ 48,351,701 | $ 4,439,400 | $ (45,392,043) |
Balance (in shares) at Sep. 30, 2017 | 10,520,096 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Sep. 30, 2017 | |
Nature of Operations [Abstract] | |
Nature of Operations [Text Block] | 1. Nature of Operations Stellar Biotechnologies, Inc. (the Company) is organized under the laws of British Columbia, Canada. The Company’s business is the aquaculture, research and development, manufacture and commercialization of Keyhole Limpet Hemocyanin (KLH). The Company markets and distributes its KLH products to biotechnology and pharmaceutical companies, academic institutions, and clinical research organizations primarily in Europe, North American and Asia. The Company’s common shares have been listed for trading on The Nasdaq Capital Market in the United States under the symbol SBOT since November 5, 2015. From January 15, 2013 through November 4, 2015, the Company’s common shares were quoted in the United States on the U.S. OTCQB Marketplace Exchange under the symbol SBOTF. From April 19, 2010 to April 8, 2016 the Company’s common shares were listed in Canada on the TSX Venture Exchange as a Tier 2 issue under the trading symbol KLH. In April 2010, the Company changed its name from CAG Capital, Inc. to Stellar Biotechnologies, Inc. and completed a reverse merger transaction with Stellar Biotechnologies, Inc., a California corporation, which was founded in September 1999, and remains the Company’s wholly-owned subsidiary and principal operating entity. In January 2017, the California subsidiary and the Company established a wholly-owned Mexican subsidiary under the name BioEstelar, S.A. de C.V. in Ensenada, Baja California to perform aquaculture research and development activities in Mexico. The Company’s executive offices are located at 332 E. Scott Street, Port Hueneme, California, 93041, USA, and its registered and records office is Royal Centre, 1055 West Georgia Street, Suite 1500, Vancouver, BC, V6E 4N7, Canada. Functional Currency The consolidated financial statements of the Company are presented in U.S. dollars, which is the Company’s functional currency, unless otherwise stated. Management Plans Company operations have historically been funded by the issuance of common shares, exercise of warrants, grant revenues, contract services revenue and product sales. For the fiscal years 2017, 2016, and 2015, the Company reported net losses of approximately $ 5.0 5.0 2.8 45.4 6.4 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Sep. 30, 2017 | |
Basis of Presentation [Abstract] | |
Basis of Accounting [Text Block] | 2. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and include the accounts of the Company, its wholly-owned subsidiaries, Stellar Biotechnologies, Inc., a California corporation in the U.S. and BioEstelar, S.A. de C.V. a Baja California corporation in Mexico. All significant intercompany balances and transactions have been eliminated in consolidation. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. Significant Accounting Policies a) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. These estimates include warrant liabilities, share-based compensation, intangible assets, valuation of accounts receivable, valuation of inventory, and income taxes. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates, which by their nature are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. b) Cash and Cash Equivalents Cash and cash equivalents consist of demand deposits with financial institutions and highly liquid investments which are readily convertible into cash with maturities of three months or less when purchased. c) Investments Investments at September 30, 2017 and 2016 consisted of U.S. Treasury bills with original maturities between 13 and 52 weeks. They are classified as held-to-maturity and are reported at amortized cost, which approximates fair value. The Company regularly reviews these investments to determine whether any decline in fair value below the amortized cost basis has occurred that is other than temporary. If a decline in fair value has occurred that is determined to be other than temporary, the cost basis of the investment is written down to fair value. d) Allowance for Doubtful Accounts Receivable The Company assesses the collectability of its accounts receivable through a review of its current aging, as well as an analysis of its historical collection rate, general economic conditions and credit status of its customers. As of September 30, 2017 and 2016, all outstanding accounts receivable were deemed to be fully collectible, and therefore, no allowance for doubtful accounts was recorded. e) Inventory The Company records inventory at the lower of cost or market, with market not in excess of net realizable value. Raw materials are measured using FIFO (first-in first-out) cost. Work in process and finished goods are measured using average cost. f) Property, Plant and Equipment Property, plant and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is recorded on the straight-line method over useful lives ranging from 1.5 15 g) Impairment of Long-Lived Assets If indicators of impairment exist, the Company assesses the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If impairment is indicated, the amount of such impairment is measured by comparing the carrying value of the asset to the fair value of the asset and the Company records the impairment as a reduction in the carrying value of the related asset and a charge to operating results. Estimating the undiscounted future cash flows associated with long-lived assets requires judgment, and assumptions could differ materially from actual results. h) Fair Value of Financial Instruments The Company uses the fair value measurement framework for valuing financial assets and liabilities measured on a recurring basis in situations where other accounting pronouncements either permit or require fair value measurements. See Note 10 for fair value measurements. Revenue Recognition Product Sales The Company recognizes product sales when KLH product is shipped (for which the risk is typically transferred upon delivery to the shipping carrier) and there is persuasive evidence of an arrangement, the fee is fixed or determinable, and collectability is reasonably assured. The Company documents arrangements with customers with purchase orders and sales agreements. Product sales include sales made under supply agreements with customers for a fixed price per gram of KLH products based on quantities ordered. Supply agreements are typically on a non-exclusive basis except within that customer’s field of use. Contract services revenue The Company recognizes contract services revenue when contract services have been performed and reasonable assurance exists regarding measurement and collectability. An appropriate amount will be recognized as revenue in the period that the Company is assured of fulfilling the contract requirements. Amounts received in advance of performance of contract services are recorded as deferred revenue. Contract services include services performed under collaboration agreements and technology transfer and purchase agreement. Research and Development Research and development expenses principally consist of personnel costs related to the Company’s research and development staff as well as depreciation of research and development assets. Research and development expenses also include costs incurred for laboratory supplies , KLH designated for internal research use only Research and development costs are expensed as incurred. Share-Based Compensation The Company grants options to buy common shares of the Company to its directors, officers, employees and consultants, and grants other equity-based instruments to non-employees. The fair value of share-based compensation is measured on the date of grant, using the Black-Scholes option valuation model and is recognized over the vesting period net of estimated forfeitures for employees or the service period for non-employees. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. l) Foreign Exchange Items included in the financial statements of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The functional currency of the parent and its subsidiaries is the U.S. dollar. Transactions in currencies other than the U.S. dollar are recorded at exchange rates prevailing on the dates of the transactions. m) Income Taxes Income tax expense comprises current and deferred tax. Income tax is recognized in income or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at year-end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is recorded using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is more likely than not that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it more likely than not that a deferred tax asset will be recovered, it provides a valuation allowance against that excess. The Company periodically evaluates its tax positions to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities. The Company has not incurred any interest or penalties as of September 30, 2017 with respect to uncertain income tax matters. The Company does not expect that there will be unrecognized tax benefits of a significant nature that will increase or decrease within 12 months of the reporting date. The Company files income tax returns in the U.S. federal and state jurisdictions and in Canada. Mexico tax returns are on a calendar year basis. Management believes that there are no material uncertain tax positions that would impact the accompanying consolidated financial statements. The Company's policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. The Company may be subject to examination by the Internal Revenue Service for tax years 2013 through 2016 and by the Canada Revenue Agency for tax years 2013 through 2017. The Company may also be subject to examination on certain state, local and other foreign jurisdictions for the tax years 2012 through 2017. n) Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted earnings (loss) per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings (loss) per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the “if converted” method. The dilutive effect of outstanding options and warrants and their equivalents is reflected in diluted earnings per share by application of the treasury stock method. Conversion of outstanding warrants, broker units and options would have an antidilutive effect on loss per share for the years ended September 30, 2017, 2016 and 2015 and are therefore excluded from the computation of diluted loss per share. o) Segments The Company operates in one reportable segment and, accordingly, no segment disclosures have been presented. All equipment, leasehold improvements and other fixed assets owned by the Company are physically located within the United States (except for insignificant leasehold improvements under evaluation in Baja California, Mexico), and all supply, collaboration and licensing agreements are denominated in U.S. dollars. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued guidance codified in Accounting Standards Codification (ASC) 606 Revenue Recognition Revenue from Contracts with Customers Revenue Recognition Other Assets and Deferred Costs: Contracts with Customers The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract; obligation. ASC 606 permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). In August 2015, the FASB issued an accounting update to defer the effective date by one year for public entities such that it is now within those years We anticipate adoption of ASC 606 using the modified retrospective method with a cumulative catch-up adjustment to the opening balance sheet of retained earnings at the effective date, during the first quarter of fiscal 2019. The Company will continue to review separate performance obligations, potential disclosures, and the method of adoption in order to complete the evaluation of the impact on the consolidated financial statements. In July 2015, FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory within those years In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, ASU 2016-01 The guidance is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods within those years, with early adoption permitted. These standards are effective for the Company during the fiscal year ending September 30, 2019. . In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Management is in the process of assessing the impact of ASU 2016-02 on the Company’s consolidated financial statements. We anticipate adoption of ASU 2016-02, will result in lease liabilities and right-of-use assets financial statements for several long-term operating leases. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows . The amended guidance is effective for public entities for fiscal years beginning after December 15, 2016, including interim periods within those years, with early adoption permitted. ASU 2016-09 on financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Management is in the process of assessing the impact of ASU 2016-13 on the Company’s consolidated financial statements . In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting Compensation-Stock Compensation |
Investments
Investments | 12 Months Ended |
Sep. 30, 2017 | |
Investments [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | 4. Investments Short-term investments consisted of the following: September 30, September 30, 2017 2016 U.S. Treasury Bills $ 1,994,401 $ 3,988,794 U.S. Treasury Bills are carried at amortized cost which approximates fair value and classified as held-to-maturity investments. |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2017 | |
Inventory [Abstract] | |
Inventory Disclosure [Text Block] | 5. Inventory Raw materials include inventory of manufacturing supplies. Work in process includes manufacturing supplies, direct and indirect labor, contracted manufacturing and testing, and allocated manufacturing overhead for inventory in process at the end of the year. Finished goods include products that are complete and available for sale. At September 30, 2017 and 2016, the Company recorded work in process and finished goods inventory only for those products with recent sales levels to evaluate net realizable value. Inventory consisted of the following: September 30, September 30, 2017 2016 Raw materials $ 21,761 $ 38,764 Work in process - 43,498 Finished goods 46,353 167,168 $ 68,114 $ 249,430 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment, net [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property, Plant and Equipment, net September 30, September 30, 2017 2016 Aquaculture system $ 126,257 $ 126,257 Laboratory facilities 62,033 62,033 Computer and office equipment 117,840 102,030 Tools and equipment 982,439 894,319 Vehicles 77,994 49,347 Leasehold improvements 337,060 282,305 1,703,623 1,516,291 Less: accumulated depreciation (969,418) (793,057) Depreciable assets, net 734,205 723,234 Construction in progress 145,318 32,880 $ 879,523 $ 756,114 Depreciation expense amounted to $ 179,322 149,565 159,521 |
Commitments
Commitments | 12 Months Ended |
Sep. 30, 2017 | |
Commitments [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 7. Commitments Operating leases The Company leases buildings and facilities used in its operations under two sublease agreements. In June 2015, the Company exercised its option to extend these sublease agreements for an additional five-year term beginning in October and November 2015. The Company negotiated an option to extend the leases for two additional five-year terms. The Company leases facilities used for executive offices and laboratories. The Company must pay a portion of the common area maintenance. In July 2016, the Company extended this lease for a two-year term, with options to renew for three successive two-year terms. The Company leases undeveloped land in Baja California, Mexico to assess the potential development of an additional aquaculture locale and expansion of production. The lease term is three years from June 2015 with options to extend the lease for 30 years. The Company may terminate early with 30 days’ notice. The rent has been prepaid, and is not included in the future minimum lease payments below. The Company has a related agreement with the lessor to collaborate on the design, expansion and development of marine aquaculture resources and KLH production facilities on the leased property. Under that agreement, the Company is responsible for certain leasehold improvements including construction of structures and a power-generating facility, which will be owned by the Company. The Company will reimburse the lessor for local operational support. The collaboration agreement expires in June 2018, unless terminated earlier. Aggregate future minimum lease payments at September 30, 2017 are as follows: For The Year Ending September 30, 2018 160,000 2019 106,000 2020 106,000 2021 6,000 $ 378,000 Rent expense on these lease agreements amounted to approximately $238,000, $235,000 and $192,000 for the years ended September 30, 2017, 2016 and 2015, respectively. Purchase obligations The Company has commitments totaling approximately $252,000 at September 30, 2017, for signed agreements with contract research organizations, consultants and construction contractors. All purchase obligations are expected to be fulfilled within the next 12 months, except for approximately $65,100, which is expected to be fulfilled in the following fiscal year. Supply agreements The Company has commitments under supply agreements with customers for fixed prices per gram of KLH in connection with clinical trials on a non-exclusive basis except within that customer’s field of use. The expiration dates of these supply agreements range from October 2019 to February 2022, and are generally renewable upon written request of the customer. Joint venture agreement In May 2016, the Company entered into a joint venture agreement with another party for the formation of a joint venture company to manufacture and sell conjugated therapeutic vaccines. The joint venture is organized as a French simplified corporation. The Company holds a 30% equity interest in the joint venture in exchange for an initial capital contribution of €120,000. One-half of the initial contribution, approximately $67,000, was paid during the year ended September 30, 2016 with the balance due upon the occurrence of certain defined future events. The Company will also provide the joint venture additional financing as may be required, on a pro rata basis in line with our equity interest. If the joint venture does not achieve certain milestones by December 31, 2017, the joint venture will be dissolved, unless (i) the parties mutually agree to pursue the joint venture arrangement, or (ii) either party decides to purchase the equity interests of the other party. These milestones have not been achieved, and the parties have discussed their mutual desire to extend the deadline. Each of the parties is entitled, upon the occurrence of certain defined events, to acquire the interest of the other party. Except as described herein, the joint venture has an initial ten-year term, renewable for successive five-year terms. If either party provides notice at least six months prior to the expiration date of an applicable term that it does not wish to continue its participation in the joint venture, the other party will have a right to acquire all of such terminating party’s equity interests in the joint venture. In connection with the formation of the joint venture and the execution of its strategy, the parties intend over time to enter into an exclusive supply agreement within a limited field of use for Stellar to supply KLH to the joint venture, a supply agreement designating the joint venture as the exclusive manufacturer and supplier of the other party’s vaccines, and services agreements for the provision of various knowledge and expertise by each of the parties. Licensing agreement and technology transfer agreement In July 2013, the Company acquired the exclusive, worldwide license to certain patented technology for the development of human immunotherapies against Clostridium difficile In March 2017, (i) the Company entered into an agreement to terminate the License Agreement, (ii) the Company concurrently entered into a technology transfer and purchase agreement (the Transfer Agreement) with a vaccine biotechnology company (the Transferee), and (iii) the Licensor and Transferee entered into a direct licensing arrangement relating to the patented C. diff technology. Under the Transfer Agreement, the Company transferred to the Transferee its proprietary rights and know-how of immunogens and vaccine technology for C. diff, in exchange for an upfront payment and a percentage of future fees, milestone payments, sublicensing income and royalties, if any, paid by the Transferee or its assigns to the Licensor. As a result of the termination of the License Agreement, there are no early termination penalties and no further annual licensing fees, contingent milestone payments, royalties, sub-licensing fees or other financial obligations payable by the Company to the Licensor. Retirement savings plan 401(k) contributions The Company sponsors a 401(k) retirement savings plan that requires an annual non-elective safe harbor employer contribution of 3% of eligible employee wages. All employees over 21 years of age are eligible beginning the first payroll after 3 consecutive months of employment. Employees are 100% vested in employer contributions and in any voluntary employee contributions. Contributions to the 401(k) plan were approximately $62,000, $64,000 and $58,000 for the years ended September 30, 2017, 2016 and 2015, respectively. Related party commitments: Patent oyalty agreement On August 14, 2002, through its California subsidiary, the Company entered into an agreement with a director and officer of the Company, where he would receive royalty payments in exchange for assignment of his patent rights to the Company. The royalty is 5% of gross receipts from products using this invention in excess of $500,000 annually. The Company’s current operations utilize this invention. Royalty expense incurred during the years ended September 30, 2016 and 2015 was approximately $35,500 and $1,500. There was no royalty expense incurred during the year ended September 30, 2017. Collaboration agreement In December 2013, the Company entered into a collaboration agreement with a privately-held Taiwanese biopharmaceuticals manufacturer which expired in accordance with its terms in December 2015. Under the terms of the agreement, the Company was responsible for the production and delivery of GMP grade KLH for evaluation as a carrier molecule in the collaboration partner’s potential manufacture of OBI-822 (Adagloxad Simolenin) active immunotherapy. The Company was also responsible for method development, product formulation, and process qualification for certain KLH reference standards. The collaboration partner was responsible for development objectives and product specifications. The agreement provided for the collaboration partner to pay fees for certain expenses and costs associated with the collaboration. Subject to certain conditions and timing, the collaboration also provided for the parties to negotiate a commercial supply agreement for Stellar KLH which was executed in February 2017. A member of the Company’s Board of Directors currently serves as the manufacturer’s general manager and chair of its board of directors. |
Share Capital
Share Capital | 12 Months Ended |
Sep. 30, 2017 | |
Share Capital [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 8. Share Capital Years Ended September 30, September 30, September 30, 2017 2016 2015 Number of common shares issued 383,838 2,151,500 42,773 Issuance of common shares $ - $ 6,750,000 $ - Share issuance costs - (805,264) - Proceeds from exercise of warrants - 1,368,260 12,609 Transfer to common shares on issuance of performance shares 1,070,909 - - Transfer to common shares on exercise of warrants - 1,853,581 10,000 Proceeds from exercise of options - - 94,168 Transfer to common shares on exercise of options - - 113,561 Share-based compensation 115,546 259,379 267,222 Reverse Share Split On September 2, 2015, the Company effected a share consolidation (reverse split) of the Company's common shares at a ratio of 1-for-10. As a result of the reverse split, every ten shares of the issued and outstanding common shares, without par value, consolidated into one newly-issued outstanding common share, without par value. Each fractional share remaining after the reverse split that was less than one-half of a share was cancelled and each fractional share that was at least one-half of a share was changed to one whole share. Performance Shares Pursuant to a performance share plan approved by shareholders in 2010, 1,000,000 At September 30, 2017, all vested performance shares under the plan have been issued, and the performance share plan was terminated. Black-Scholes option valuation model The Company uses the Black-Scholes option valuation model to determine the fair value of warrants, broker units and share options. Option valuation models require the input of highly subjective assumptions including the expected price volatility. The Company has used historical volatility to estimate the volatility of the share price. Changes in the subjective input assumptions can materially affect the fair value estimates, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s warrants, broker units and share options. Warrants Weighted Number of Average Warrants Exercise Price Balance - September 30, 2015 1,022,761 $ 9.04 Granted 1,265,626 4.50 Granted 40,000 4.00 CDN $ Exercised (424,000) 4.00 CDN $ Expired (598,761) 13.33 Expired (40,000) 4.00 CDN $ Balance - September 30, 2016 and 2017 1,265,626 $ 4.50 There are no outstanding warrants with exercise prices denominated in Canadian dollar at September 30, 2017. The weighted average contractual life remaining on the outstanding warrants at September 30, 2017 is 51 Number of Exercise Price Warrants Expiry Date $ 4.50 1,265,626 January 6, 2022 1,265,626 Warrant Liability All warrants with exercise prices denominated in Canadian dollars were exercised or expired. Therefore, there is no outstanding warrant liability at September 30, 2017. Equity offerings conducted by the Company in prior years included the issuance of warrants with exercise prices denominated in Canadian dollars. The Company’s functional currency is the U.S. dollar. As a result of having exercise prices denominated in other than the Company’s functional currency, those warrants met the definition of derivatives and were therefore classified as derivative liabilities measured at fair value with adjustments to fair value recognized through the consolidated statements of operations. The fair value of those warrants was determined using the Black-Scholes option valuation model at the end of each reporting period. On the date those warrants were exercised, the fair value of warrant liability was reclassified to common shares along with the proceeds from the exercise. If those warrants expired, the related decrease in warrant liability was recognized in profit or loss, as part of the change in fair value of warrant liability. There was no cash flow impact as a result of this accounting treatment. Years Ended September 30, September 30, 2016 2015 Risk free interest rate 0.48 % 0.44 % Expected life (years) 0.04 0.40 Expected share price volatility 92 % 92 % There were no warrants exercised during the year ended September 30, 2017. Year Ended September 30, 2016 Risk free interest rate 0.52 % Expected life (years) 0.01 Expected share price volatility 91 % Expected dividend yield 0 % There were no warrants granted during the years ended September 30, 2017 or 2015. Broker units The Company granted broker units as finders’ fees in conjunction with equity offerings in prior years. Broker units were fully vested when granted and allowed the holders to purchase equity units. A unit consisted of one common share and either one whole warrant or one half warrant. Weighted Number of Average Units Exercise Price Balance - September 30, 2015 46,600 $ 1.87 Exercised (40,000) 2.50 CDN $ Expired (6,600) 2.50 CDN $ Balance - September 30, 2016 and 2017 - $ - There were no broker units granted during the years ended September 30, 2017, 2016 and 2015. Options The Company has an incentive compensation plan adopted in 2017 (the Plan) administered by the Board of Directors, which amended and restated the 2013 fixed share option plan (the 2013 Plan). Options, restricted shares and restricted share units are eligible for grants under the Plan. The number of shares available for issuance under the Plan is 1,597,000 The exercise price of an option is set at the closing price of the Company’s common shares on the date of grant. Share options granted to directors, officers, employees and certain individual consultants for past service are subject to the following vesting schedule: (a) one-third shall vest immediately, (b) one-third shall vest at 12 months from the date of grant and (c) one-third shall vest at 18 months from the date of grant. Share options granted to directors, officers, employees and certain individual consultants for future service are subject to the following vesting schedule: (x) one-third shall vest at 12 months from the date of grant, (y) one-third shall vest at 24 months from the date of grant and (z) one-third shall vest at 36 months from the date of grant. Share options granted to certain individual investor relations consultants are subject to the following vesting schedule: (aa) 25% shall vest at 3 months from the date of grant, (bb) 25% shall vest at 6 months from the date of grant, (cc) 25% shall vest at 12 months from the date of grant and (dd) 25% shall vest at 15 months from the date of grant. Weighted Number of Average Options Exercise Price Balance - September 30, 2015 557,638 $ 5.17 Granted 56,300 6.47 Expired (21,334) 10.70 Expired (53,501) 5.22 CDN $ Balance - September 30, 2016 539,103 $ 5.29 Granted 71,600 1.89 Expired (28,233) 11.14 Expired (171,500) 2.90 CDN $ Balance - September 30, 2017 410,970 $ 5.74 The weighted average contractual life remaining on the outstanding options is 35 Number of Exercisable at Options September 30, 2017 Range of exercise prices Expiry Dates 115,110 115,110 CDN$0.01 - 5.00 Apr 2017-Dec 2019 79,900 17,733 $0.01 - 5.00 Sep 2023-Mar 2024 139,860 139,860 CDN$5.01 - 10.00 Oct 2017-Jun 2022 15,100 15,100 $5.01 - 10.00 Dec 2022 21,500 21,500 CDN$15.01 - 20.00 Nov 2018-Nov 2021 39,500 39,500 $15.01 - 20.00 Nov 2020 410,970 348,803 Years Ended September 30, September 30, September 30, 2017 2016 2015 Risk free interest rate 1.44 % 1.01 % 1.65 % Expected life (years) 7.00 7.00 7.00 Expected share price volatility 166 % 117 % 115 % Expected dividend yield 0 % 0 % 0 % The weighted average fair value of share options granted during the years ended September 30, 2017, 2016 and 2015 was $ 1.84 5.56 9.48 As of September 30, 2017, the Company had approximately $ 62,000 30 The intrinsic value of the options exercised during the year ended September 30, 2015 was $ 8.28 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Income Tax Disclosure [Text Block] | 9. Income Taxes The breakdown of loss before income tax by jurisdiction is as follows: Years Ended September 30, September 30, September 30, 2017 2016 2015 U.S. $ (4,540,094 ) $ (4,001,206 ) $ (3,258,355 ) Canadian (464,990 ) (1,026,520 ) 405,203 Other foreign (24,764 ) 8,846 46,923 Total Loss Before Income Tax $ (5,029,848 ) $ (5,018,880 ) $ (2,806,229 ) Deferred income tax assets and liabilities of the Company are as follows: September 30, September 30, September 30, Deferred income tax assets: Non-capital loss carry-forwards $ 12,164,100 $ 10,000,000 $ 8,028,900 Research and development tax credits 947,300 808,000 716,400 Deferred expenses 34,300 70,000 82,900 Property, plant and equipment 2,200 400 1,700 Share issuance costs 142,600 207,200 67,800 Deferred income tax liabilities: U.S. federal benefit net of state taxes (923,700 ) (764,500 ) (628,800 ) Valuation allowance (12,366,800 ) (10,321,100 ) (8,268,900 ) Net deferred income tax asset (liability) $ - $ - $ - Realization of the deferred tax assets is dependent upon the generation of future taxable income, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. As of September 30, 2017, the Company had federal net operating loss (NOL) carryforwards of approximately $25.3 million expiring 2030 through 2037, California NOL carryforwards of approximately $25.0 million expiring 2018 through 2037, and Canadian federal and provincial NOL carryforwards of approximately CDN$6.8 million expiring 2028 through 2037. Portions of these NOL carryforwards may be used to offset future taxable income, if any. As of September 30, 2017, the Company also has federal and California research and development tax credit carryforwards of approximately $.45 million and $.50 million, respectively, available to offset future taxes. The federal credits begin expiring in 2030 and continue expiring through 2037. The state tax credits do not expire. Under the provisions of Section 382 of the Internal Revenue Code, substantial changes in the Company's ownership limit the amount of net operating loss carryforwards and tax credit carryforwards that can be utilized annually in the future to offset taxable income. A valuation allowance has been established to reserve the potential benefits of these carryforwards in the Company's consolidated financial statements to reflect the uncertainty of future taxable income required to utilize available tax loss carryforwards and other deferred tax assets. The recovery of income taxes shown in the consolidated statements of operations differs from the amounts obtained by applying statutory rates to the loss before provision for income taxes due to the following: September 30, September 30, September 30, Combined Canadian federal and provincial tax rates 26.0 % 26.0 % 26.0 % Expected income tax (recovery)/expense $ (1,307,800 ) $ (1,304,900 ) $ (729,600 ) Nondeductible share-based payments 30,000 (67,400 ) 69,500 Nondeductible change in fair value of warrant liability - (55,100 ) (554,100 ) Effect of higher income tax rate in U.S. (624,400 ) (550,600 ) (445,800 ) Foreign currency differences (42,200 ) 20,000 169,900 Other (174,500 ) (2,800 ) (43,300 ) Change in valuation allowance on deferred tax assets 2,119,700 1,968,000 1,570,200 Income tax expense $ 800 $ 7,200 $ 36,800 The components of income tax provision (benefits) are as follows: September 30, September 30, September 30, Current tax provision U.S. federal $ - $ - $ - Canadian - - - Other foreign - 6,400 36,000 State 800 800 800 Deferred tax provision U.S. federal (1,447,100 ) (1,265,700 ) (1,032,200 ) Canadian (199,100 ) (303,300 ) (209,300 ) Other foreign (5,200 ) - - State (468,300 ) (399,000 ) (328,700 ) Change in valuation allowance on deferred tax assets 2,119,700 1,968,000 1,570,200 Total $ 800 $ 7,200 $ 36,800 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 10. Fair Value of Financial Instruments The Company uses the fair value measurement framework for valuing financial assets and liabilities measured on a recurring basis in situations where other accounting pronouncements either permit or require fair value measurements. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying value of certain financial instruments such as accounts receivable, accounts payable, accrued liabilities, and deferred revenue approximates fair value due to the short-term nature of such instruments. Short-term investments in U.S. Treasury Bills are recorded at amortized cost, which approximates fair value. The Company follows the fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1: Quoted prices in active markets for identical or similar assets and liabilities. Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company reports its short-term investments in U.S. Treasury Bills at fair value using Level 1 inputs in the fair value hierarchy. Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Instruments Inputs Inputs (Level 1) (Level 2) (Level 3) Total Fair Value September 30, 2017 Assets Short-term investments in U.S. Treasury Bills $ 1,994,401 $ - $ - $ 1,994,401 September 30, 2016 Assets Short-term investments in U.S. Treasury Bills $ 3,988,794 $ - $ - $ 3,988,794 |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Sep. 30, 2017 | |
Concentrations of Credit Risk [Abstract] | |
Concentration Risk Disclosure [Text Block] | 11. Concentrations of Credit Risk Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, U.S Treasury Bills, and accounts receivable. The Company estimates its maximum credit risk at the amount recorded on the balance sheet. Management’s assessment of the Company’s credit risk for cash and cash equivalents is low as they are held in major financial institutions believed to be credit worthy or U.S. Treasury Bills with maturities of 90 days or less. The Company limits its exposure to credit loss for short-term investments by holding U.S. Treasury Bills with maturities of 1 year or less. Based on credit monitoring and history, the Company considers the risk of credit losses due to customer non-performance on accounts receivable to be low. Years Ended September 30, September 30, September 30, 2017 2016 2015 Product sales and contract services revenue 79% from 76% from 86% from The Company had the following concentrations of revenues by geographic areas: Years Ended September 30, September 30, September 30, 2017 2016 2015 Europe 64 % 43 % 53 % North America 33 % 12 % 9 % Asia 3 % 45 % 38 % The Company had the following concentrations of accounts receivable from its customers, each of which accounted for more than 10% in the applicable period: September 30, 2016 Accounts receivable 100% from There were no customer accounts receivable at September 30, 2017. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | a) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. These estimates include warrant liabilities, share-based compensation, intangible assets, valuation of accounts receivable, valuation of inventory, and income taxes. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates, which by their nature are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Cash and Cash Equivalents, Policy [Policy Text Block] | b) Cash and Cash Equivalents Cash and cash equivalents consist of demand deposits with financial institutions and highly liquid investments which are readily convertible into cash with maturities of three months or less when purchased. |
Investment, Policy [Policy Text Block] | c) Investments Investments at September 30, 2017 and 2016 consisted of U.S. Treasury bills with original maturities between 13 and 52 weeks. They are classified as held-to-maturity and are reported at amortized cost, which approximates fair value. The Company regularly reviews these investments to determine whether any decline in fair value below the amortized cost basis has occurred that is other than temporary. If a decline in fair value has occurred that is determined to be other than temporary, the cost basis of the investment is written down to fair value. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | d) Allowance for Doubtful Accounts Receivable The Company assesses the collectability of its accounts receivable through a review of its current aging, as well as an analysis of its historical collection rate, general economic conditions and credit status of its customers. As of September 30, 2017 and 2016, all outstanding accounts receivable were deemed to be fully collectible, and therefore, no allowance for doubtful accounts was recorded. |
Inventory, Policy [Policy Text Block] | e) Inventory The Company records inventory at the lower of cost or market, with market not in excess of net realizable value. Raw materials are measured using FIFO (first-in first-out) cost. Work in process and finished goods are measured using average cost. |
Property, Plant and Equipment, Policy [Policy Text Block] | f) Property, Plant and Equipment Property, plant and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is recorded on the straight-line method over useful lives ranging from 1.5 15 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | g) Impairment of Long-Lived Assets If indicators of impairment exist, the Company assesses the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If impairment is indicated, the amount of such impairment is measured by comparing the carrying value of the asset to the fair value of the asset and the Company records the impairment as a reduction in the carrying value of the related asset and a charge to operating results. Estimating the undiscounted future cash flows associated with long-lived assets requires judgment, and assumptions could differ materially from actual results. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | h) Fair Value of Financial Instruments The Company uses the fair value measurement framework for valuing financial assets and liabilities measured on a recurring basis in situations where other accounting pronouncements either permit or require fair value measurements. See Note 10 for fair value measurements. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Product Sales The Company recognizes product sales when KLH product is shipped (for which the risk is typically transferred upon delivery to the shipping carrier) and there is persuasive evidence of an arrangement, the fee is fixed or determinable, and collectability is reasonably assured. The Company documents arrangements with customers with purchase orders and sales agreements. Product sales include sales made under supply agreements with customers for a fixed price per gram of KLH products based on quantities ordered. Supply agreements are typically on a non-exclusive basis except within that customer’s field of use. Contract services revenue The Company recognizes contract services revenue when contract services have been performed and reasonable assurance exists regarding measurement and collectability. An appropriate amount will be recognized as revenue in the period that the Company is assured of fulfilling the contract requirements. Amounts received in advance of performance of contract services are recorded as deferred revenue. Contract services include services performed under collaboration agreements and technology transfer and purchase agreement. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development expenses principally consist of personnel costs related to the Company’s research and development staff as well as depreciation of research and development assets. Research and development expenses also include costs incurred for laboratory supplies , KLH designated for internal research use only Research and development costs are expensed as incurred. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation The Company grants options to buy common shares of the Company to its directors, officers, employees and consultants, and grants other equity-based instruments to non-employees. The fair value of share-based compensation is measured on the date of grant, using the Black-Scholes option valuation model and is recognized over the vesting period net of estimated forfeitures for employees or the service period for non-employees. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | l) Foreign Exchange Items included in the financial statements of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The functional currency of the parent and its subsidiaries is the U.S. dollar. Transactions in currencies other than the U.S. dollar are recorded at exchange rates prevailing on the dates of the transactions. |
Income Tax, Policy [Policy Text Block] | m) Income Taxes Income tax expense comprises current and deferred tax. Income tax is recognized in income or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at year-end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is recorded using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is more likely than not that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it more likely than not that a deferred tax asset will be recovered, it provides a valuation allowance against that excess. The Company periodically evaluates its tax positions to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities. The Company has not incurred any interest or penalties as of September 30, 2017 with respect to uncertain income tax matters. The Company does not expect that there will be unrecognized tax benefits of a significant nature that will increase or decrease within 12 months of the reporting date. The Company files income tax returns in the U.S. federal and state jurisdictions and in Canada. Mexico tax returns are on a calendar year basis. Management believes that there are no material uncertain tax positions that would impact the accompanying consolidated financial statements. The Company's policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. The Company may be subject to examination by the Internal Revenue Service for tax years 2013 through 2016 and by the Canada Revenue Agency for tax years 2013 through 2017. The Company may also be subject to examination on certain state, local and other foreign jurisdictions for the tax years 2012 through 2017. |
Earnings Per Share, Policy [Policy Text Block] | n) Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted earnings (loss) per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings (loss) per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the “if converted” method. The dilutive effect of outstanding options and warrants and their equivalents is reflected in diluted earnings per share by application of the treasury stock method. Conversion of outstanding warrants, broker units and options would have an antidilutive effect on loss per share for the years ended September 30, 2017, 2016 and 2015 and are therefore excluded from the computation of diluted loss per share. |
Segment Reporting, Policy [Policy Text Block] | o) Segments The Company operates in one reportable segment and, accordingly, no segment disclosures have been presented. All equipment, leasehold improvements and other fixed assets owned by the Company are physically located within the United States (except for insignificant leasehold improvements under evaluation in Baja California, Mexico), and all supply, collaboration and licensing agreements are denominated in U.S. dollars. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued guidance codified in Accounting Standards Codification (ASC) 606 Revenue Recognition Revenue from Contracts with Customers Revenue Recognition Other Assets and Deferred Costs: Contracts with Customers The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract; obligation. ASC 606 permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). In August 2015, the FASB issued an accounting update to defer the effective date by one year for public entities such that it is now within those years We anticipate adoption of ASC 606 using the modified retrospective method with a cumulative catch-up adjustment to the opening balance sheet of retained earnings at the effective date, during the first quarter of fiscal 2019. The Company will continue to review separate performance obligations, potential disclosures, and the method of adoption in order to complete the evaluation of the impact on the consolidated financial statements. In July 2015, FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory within those years In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, ASU 2016-01 The guidance is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods within those years, with early adoption permitted. These standards are effective for the Company during the fiscal year ending September 30, 2019. . In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Management is in the process of assessing the impact of ASU 2016-02 on the Company’s consolidated financial statements. We anticipate adoption of ASU 2016-02, will result in lease liabilities and right-of-use assets financial statements for several long-term operating leases. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows . The amended guidance is effective for public entities for fiscal years beginning after December 15, 2016, including interim periods within those years, with early adoption permitted. ASU 2016-09 on financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Management is in the process of assessing the impact of ASU 2016-13 on the Company’s consolidated financial statements . In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting Compensation-Stock Compensation |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Investments [Abstract] | |
Schedule Of Short Term Investments [Table Text Block] | Short-term investments consisted of the following: September 30, September 30, 2017 2016 U.S. Treasury Bills $ 1,994,401 $ 3,988,794 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Inventory [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | September 30, September 30, 2017 2016 Raw materials $ 21,761 $ 38,764 Work in process - 43,498 Finished goods 46,353 167,168 $ 68,114 $ 249,430 |
Property, Plant and Equipment21
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment, net [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment, net consisted of the following: September 30, September 30, 2017 2016 Aquaculture system $ 126,257 $ 126,257 Laboratory facilities 62,033 62,033 Computer and office equipment 117,840 102,030 Tools and equipment 982,439 894,319 Vehicles 77,994 49,347 Leasehold improvements 337,060 282,305 1,703,623 1,516,291 Less: accumulated depreciation (969,418) (793,057) Depreciable assets, net 734,205 723,234 Construction in progress 145,318 32,880 $ 879,523 $ 756,114 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Commitments [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Aggregate future minimum lease payments at September 30, 2017 are as follows: For The Year Ending September 30, 2018 160,000 2019 106,000 2020 106,000 2021 6,000 $ 378,000 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Class of Warrant or Right [Line Items] | |
Schedule of Stockholders Equity [Table Text Block] | The Company had the following transactions in share capital: Years Ended September 30, September 30, September 30, 2017 2016 2015 Number of common shares issued 383,838 2,151,500 42,773 Issuance of common shares $ - $ 6,750,000 $ - Share issuance costs - (805,264) - Proceeds from exercise of warrants - 1,368,260 12,609 Transfer to common shares on issuance of performance shares 1,070,909 - - Transfer to common shares on exercise of warrants - 1,853,581 10,000 Proceeds from exercise of options - - 94,168 Transfer to common shares on exercise of options - - 113,561 Share-based compensation 115,546 259,379 267,222 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the Company’s warrants activity is as follows: Weighted Number of Average Warrants Exercise Price Balance - September 30, 2015 1,022,761 $ 9.04 Granted 1,265,626 4.50 Granted 40,000 4.00 CDN $ Exercised (424,000) 4.00 CDN $ Expired (598,761) 13.33 Expired (40,000) 4.00 CDN $ Balance - September 30, 2016 and 2017 1,265,626 $ 4.50 |
Schedule Of Warrants Outstanding [Table Text Block] | The following table summarizes information about the warrants outstanding at September 30, 2017: Number of Exercise Price Warrants Expiry Date $ 4.50 1,265,626 January 6, 2022 1,265,626 |
Schedule of Broker Units, Activity [Table Text Block] | A summary of broker units activity is as follows: Weighted Number of Average Units Exercise Price Balance - September 30, 2015 46,600 $ 1.87 Exercised (40,000) 2.50 CDN $ Expired (6,600) 2.50 CDN $ Balance - September 30, 2016 and 2017 - $ - |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options have been granted under the Plan allowing the holders to purchase common shares of the Company as follows: Weighted Number of Average Options Exercise Price Balance - September 30, 2015 557,638 $ 5.17 Granted 56,300 6.47 Expired (21,334) 10.70 Expired (53,501) 5.22 CDN $ Balance - September 30, 2016 539,103 $ 5.29 Granted 71,600 1.89 Expired (28,233) 11.14 Expired (171,500) 2.90 CDN $ Balance - September 30, 2017 410,970 $ 5.74 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | The following table summarizes information about the options under the Plan outstanding and exercisable at September 30, 2017: Number of Exercisable at Options September 30, 2017 Range of exercise prices Expiry Dates 115,110 115,110 CDN$0.01 - 5.00 Apr 2017-Dec 2019 79,900 17,733 $0.01 - 5.00 Sep 2023-Mar 2024 139,860 139,860 CDN$5.01 - 10.00 Oct 2017-Jun 2022 15,100 15,100 $5.01 - 10.00 Dec 2022 21,500 21,500 CDN$15.01 - 20.00 Nov 2018-Nov 2021 39,500 39,500 $15.01 - 20.00 Nov 2020 410,970 348,803 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The estimated fair value of the share options granted was determined using a Black-Scholes option valuation model with the following weighted average assumptions: Years Ended September 30, September 30, September 30, 2017 2016 2015 Risk free interest rate 1.44 % 1.01 % 1.65 % Expected life (years) 7.00 7.00 7.00 Expected share price volatility 166 % 117 % 115 % Expected dividend yield 0 % 0 % 0 % |
Warrants Exercised [Member] | |
Class of Warrant or Right [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The fair value of warrants exercised was determined using the Black-Scholes option valuation model, using the following weighted average assumptions: Years Ended September 30, September 30, 2016 2015 Risk free interest rate 0.48 % 0.44 % Expected life (years) 0.04 0.40 Expected share price volatility 92 % 92 % |
Warrants Granted [Member] | |
Class of Warrant or Right [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The fair value of warrants granted was determined using the Black-Scholes option valuation model, using the following weighted average assumptions at the date of the grant: Year Ended September 30, 2016 Risk free interest rate 0.52 % Expected life (years) 0.01 Expected share price volatility 91 % Expected dividend yield 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The breakdown of loss before income tax by jurisdiction is as follows: Years Ended September 30, September 30, September 30, 2017 2016 2015 U.S. $ (4,540,094) $ (4,001,206) $ (3,258,355) Canadian (464,990) (1,026,520) 405,203 Other foreign (24,764) 8,846 46,923 Total Loss Before Income Tax $ (5,029,848) $ (5,018,880) $ (2,806,229) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred income tax assets and liabilities of the Company are as follows: September 30, September 30, September 30, 2017 2016 2015 Deferred income tax assets: Non-capital loss carry-forwards $ 12,164,100 $ 10,000,000 $ 8,028,900 Research and development tax credits 947,300 808,000 716,400 Deferred expenses 34,300 70,000 82,900 Property, plant and equipment 2,200 400 1,700 Share issuance costs 142,600 207,200 67,800 Deferred income tax liabilities: U.S. federal benefit net of state taxes (923,700) (764,500) (628,800) Valuation allowance (12,366,800) (10,321,100) (8,268,900) Net deferred income tax asset (liability) $ - $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The recovery of income taxes shown in the consolidated statements of operations differs from the amounts obtained by applying statutory rates to the loss before provision for income taxes due to the following: September 30, September 30, September 30, 2017 2016 2015 Combined Canadian federal and provincial tax rates 26.0 % 26.0 % 26.0 % Expected income tax (recovery)/expense $ (1,307,800) $ (1,304,900) $ (729,600) Nondeductible share-based payments 30,000 (67,400) 69,500 Nondeductible change in fair value of warrant liability - (55,100) (554,100) Effect of higher income tax rate in U.S. (624,400) (550,600) (445,800) Foreign currency differences (42,200) 20,000 169,900 Other (174,500) (2,800) (43,300) Change in valuation allowance on deferred tax assets 2,119,700 1,968,000 1,570,200 Income tax expense $ 800 $ 7,200 $ 36,800 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of income tax provision (benefits) are as follows: September 30, September 30, September 30, 2017 2016 2015 Current tax provision U.S. federal $ - $ - $ - Canadian - - - Other foreign - 6,400 36,000 State 800 800 800 Deferred tax provision U.S. federal (1,447,100) (1,265,700) (1,032,200) Canadian (199,100) (303,300) (209,300) Other foreign (5,200) - - State (468,300) (399,000) (328,700) Change in valuation allowance on deferred tax assets 2,119,700 1,968,000 1,570,200 Total $ 800 $ 7,200 $ 36,800 |
Fair Value of Financial Instr25
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table summarizes fair values for those assets and liabilities with fair value measured on a recurring basis. Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Instruments Inputs Inputs (Level 1) (Level 2) (Level 3) Total Fair Value September 30, 2017 Assets Short-term investments in U.S. Treasury Bills $ 1,994,401 $ - $ - $ 1,994,401 September 30, 2016 Assets Short-term investments in U.S. Treasury Bills $ 3,988,794 $ - $ - $ 3,988,794 |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Concentrations of Credit Risk [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Years Ended September 30, September 30, September 30, 2017 2016 2015 Product sales and contract services revenue 79% from 76% from 86% from The Company had the following concentrations of revenues by geographic areas: Years Ended September 30, September 30, September 30, 2017 2016 2015 Europe 64 % 43 % 53 % North America 33 % 12 % 9 % Asia 3 % 45 % 38 % The Company had the following concentrations of accounts receivable from its customers, each of which accounted for more than 10% in the applicable period: September 30, 2016 Accounts receivable 100% from |
Nature of Operations (Details T
Nature of Operations (Details Textual) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Nature of Operations [Line Items] | |||
Net Income (Loss) | $ (5,030,648) | $ (5,026,080) | $ (2,843,029) |
Accumulated deficit | (45,392,043) | $ (40,361,395) | |
Working capital | $ 6,400,000 |
Significant Accounting Polici28
Significant Accounting Policies (Details Textual) | 12 Months Ended |
Sep. 30, 2017 | |
Minimum [Member] | |
Significant Accounting Policies Disclosure [Line Items] | |
Property, plant and equipment, useful lives | 1 year 6 months |
Maximum [Member] | |
Significant Accounting Policies Disclosure [Line Items] | |
Property, plant and equipment, useful lives | 15 years |
Investments (Details)
Investments (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
U.S. Treasury Bills | $ 1,994,401 | $ 3,988,794 |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Raw materials | $ 21,761 | $ 38,764 |
Work in process | 0 | 43,498 |
Finished goods | 46,353 | 167,168 |
Inventory | $ 68,114 | $ 249,430 |
Property, Plant and Equipment31
Property, Plant and Equipment, net (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Depreciable assets, gross | $ 1,703,623 | $ 1,516,291 |
Less: accumulated depreciation | (969,418) | (793,057) |
Depreciable assets, net | 734,205 | 723,234 |
Construction in progress | 145,318 | 32,880 |
Property, plant and equipment, net | 879,523 | 756,114 |
Aquaculture system [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable assets, gross | 126,257 | 126,257 |
Laboratory facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable assets, gross | 62,033 | 62,033 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable assets, gross | 117,840 | 102,030 |
Tools and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable assets, gross | 982,439 | 894,319 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable assets, gross | 77,994 | 49,347 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable assets, gross | $ 337,060 | $ 282,305 |
Property, Plant and Equipment32
Property, Plant and Equipment, net (Details Textual) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 179,322 | $ 149,565 | $ 159,521 |
Commitments (Details)
Commitments (Details) | Sep. 30, 2017USD ($) |
For The Year Ending September 30, | |
2,018 | $ 160,000 |
2,019 | 106,000 |
2,020 | 106,000 |
2,021 | 6,000 |
Future minimum lease payments, total | $ 378,000 |
Commitments (Details Textual)
Commitments (Details Textual) | 12 Months Ended | ||||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016EUR (€) | Aug. 14, 2002USD ($) | |
Other Commitments [Line Items] | |||||
Rent expense on lease agreements | $ 238,000 | $ 235,000 | $ 192,000 | ||
Equity Method Investments | 66,695 | $ 66,695 | |||
Long-term Purchase Commitment, Amount | 65,100 | ||||
Joint venture agreement [Member] | |||||
Other Commitments [Line Items] | |||||
Equity Method Investments Committed Capital | € | € 120,000 | ||||
Equity Method Investment, Ownership Percentage | 30.00% | 30.00% | |||
Equity Method Investments | $ 67,000 | ||||
Director and Officer [Member] | Royalty Agreements [Member] | |||||
Other Commitments [Line Items] | |||||
Royalty percentage of gross receipts over base amount | 5.00% | ||||
Gross receipt base amount for royalty calculation | $ 500,000 | ||||
Royalty expense | 0 | 35,500 | 1,500 | ||
Licensing Agreements [Member] | |||||
Other Commitments [Line Items] | |||||
Annual license fee | 20,000 | 20,000 | |||
Patent cost reimbursement | 12,000 | 11,000 | 52,000 | ||
401(k) Retirement Savings Plan [Member] | |||||
Other Commitments [Line Items] | |||||
Employer contributions | $ 62,000 | $ 64,000 | $ 58,000 | ||
Employee vesting percentage | 100.00% | ||||
Annual non-elective safe harbor employer contribution | 3.00% | ||||
Agreements With Contract Manufacturing Organizations And Consultants [Member] | |||||
Other Commitments [Line Items] | |||||
Purchase obligations | $ 252,000 | ||||
Three buildings and facilities used in its operations [Member] | |||||
Other Commitments [Line Items] | |||||
Lease agreement, contract term | 5 years | ||||
Lease agreement, renewal term | 5 years | ||||
Facilities used for executive offices and laboratories [Member] | |||||
Other Commitments [Line Items] | |||||
Lease agreement, renewal term | 2 years | ||||
Undeveloped land in Baja, Mexico | |||||
Other Commitments [Line Items] | |||||
Lease agreement, renewal term | 3 years |
Share Capital (Details)
Share Capital (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Class of Warrant or Right [Line Items] | |||
Issuance of common shares | $ 6,750,000 | ||
Share issuance costs | (805,264) | ||
Proceeds from exercise of warrants | 1,368,260 | $ 12,609 | |
Transfer to common shares on exercise of warrants | 1,762,586 | 9,574 | |
Proceeds from exercise of options | 94,168 | ||
Share-based compensation | $ 115,546 | $ 259,379 | $ 267,222 |
Share Capital [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of common shares issued | 383,838 | 2,151,500 | 42,773 |
Issuance of common shares | $ 0 | $ 6,750,000 | $ 0 |
Share issuance costs | 0 | (805,264) | 0 |
Proceeds from exercise of warrants | 0 | 1,368,260 | 12,609 |
Transfer to common shares on issuance of performance shares | 1,070,909 | 0 | 0 |
Transfer to common shares on exercise of warrants | 0 | 1,853,581 | 10,000 |
Proceeds from exercise of options | 0 | 0 | 94,168 |
Transfer to common shares on exercise of options | 0 | 0 | 113,561 |
Share-based compensation | $ 115,546 | $ 259,379 | $ 267,222 |
Share Capital (Details 1)
Share Capital (Details 1) | 12 Months Ended | ||
Sep. 30, 2017$ / sharesshares | Sep. 30, 2016$ / sharesshares | Sep. 30, 2016CAD / sharesshares | |
Class of Warrant or Right [Line Items] | |||
Number of Warrants, Beginning Balance | 1,265,626 | 1,022,761 | 1,022,761 |
Number of Warrants, Granted | 1,265,626 | 1,265,626 | |
Number of Warrants, Granted | 40,000 | 40,000 | |
Number of Warrants, Exercised | (424,000) | (424,000) | |
Number of Warrants, Expired | (598,761) | (598,761) | |
Number of Warrants, Expired | (40,000) | (40,000) | |
Number of Warrants, Ending Balance | 1,265,626 | 1,265,626 | 1,265,626 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.5 | $ 9.04 | |
Weighted Average Exercise Price, Granted | (per share) | 4.5 | CAD 4 | |
Weighted Average Exercise Price, Exercised | CAD / shares | 4 | ||
Weighted Average Exercise Price, Expired | (per share) | 13.33 | CAD 4 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 4.5 | $ 4.5 |
Share Capital (Details 2)
Share Capital (Details 2) - $ / shares | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Class of Warrant or Right [Line Items] | |||
Exercise Price | $ 4.5 | $ 4.5 | $ 9.04 |
Number of Warrants | 1,265,626 | 1,265,626 | 1,022,761 |
Warrant One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price | $ 4.50 | ||
Number of Warrants | 1,265,626 | ||
Expiry Date | Jan. 6, 2022 |
Share Capital (Details 3)
Share Capital (Details 3) - Warrants Exercised [Member] | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Class of Warrant or Right [Line Items] | ||
Risk free interest rate | 0.48% | 0.44% |
Expected life (years) | 14 days | 4 months 24 days |
Expected share price volatility | 92.00% | 92.00% |
Share Capital (Details 4)
Share Capital (Details 4) - Warrants Granted [Member] | 12 Months Ended |
Sep. 30, 2016 | |
Class of Warrant or Right [Line Items] | |
Risk free interest rate | 0.52% |
Expected life (years) | 4 days |
Expected share price volatility | 91.00% |
Expected dividend yield | 0.00% |
Share Capital (Details 5)
Share Capital (Details 5) | 12 Months Ended | ||
Sep. 30, 2017$ / sharesshares | Sep. 30, 2016$ / sharesshares | Sep. 30, 2016CAD / sharesshares | |
Class of Stock [Line Items] | |||
Number of units, Beginning Balance | 0 | 46,600 | 46,600 |
Number of units, Granted | |||
Number of units, Exercised | (40,000) | (40,000) | |
Number of units, Expired | (6,600) | (6,600) | |
Number of units, Ending Balance | 0 | 0 | 0 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0 | $ 1.87 | |
Weighted Average Exercise Price, Granted | $ / shares | |||
Weighted Average Exercise Price, Exercised | CAD / shares | CAD 2.5 | ||
Weighted Average Exercise Price, Expired | CAD / shares | CAD 2.5 | ||
Weighted average exercise price, Ending Balance | $ / shares | $ 0 | $ 0 |
Share Capital (Details 6)
Share Capital (Details 6) | 12 Months Ended | |||
Sep. 30, 2017$ / sharesshares | Sep. 30, 2017CAD / sharesshares | Sep. 30, 2016$ / sharesshares | Sep. 30, 2016CAD / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options, Ending Balance | 410,970 | 410,970 | ||
2013 Fixed Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options, Beginning Balance | 539,103 | 539,103 | 557,638 | 557,638 |
Number of Options, Granted | 71,600 | 71,600 | 56,300 | 56,300 |
Number of Options, Expired | (28,233) | (28,233) | (21,334) | (21,334) |
Number of Options, Expired | (171,500) | (171,500) | (53,501) | (53,501) |
Number of Options, Ending Balance | 410,970 | 410,970 | 539,103 | 539,103 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 5.29 | $ 5.17 | ||
Weighted Average Exercise Price, Granted | $ / shares | 1.89 | 6.47 | ||
Weighted Average Exercise Price, Expired | $ / shares | 11.14 | 10.7 | ||
Weighted Average Exercise Price, Expired | CAD / shares | CAD 2.9 | CAD 5.22 | ||
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 5.74 | $ 5.29 |
Share Capital (Details 7)
Share Capital (Details 7) - 12 months ended Sep. 30, 2017 | $ / sharesshares | CAD / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options | 410,970 | 410,970 |
Exercisable at September 30, 2017 | 348,803 | 348,803 |
Stock Option One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options | 115,110 | 115,110 |
Exercisable at September 30, 2017 | 115,110 | 115,110 |
Exercise Price Range, Lower Range Limit | CAD / shares | CAD 0.01 | |
Exercise Price Range, Upper Range Limit | CAD / shares | CAD 5 | |
Expiry Date, Start | 2017-04 | 2017-04 |
Expiry Date, End | 2019-12 | 2019-12 |
Stock Option Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options | 79,900 | 79,900 |
Exercisable at September 30, 2017 | 17,733 | 17,733 |
Exercise Price Range, Lower Range Limit | $ / shares | $ 0.01 | |
Exercise Price Range, Upper Range Limit | $ / shares | $ 5 | |
Expiry Date, Start | 2023-09 | 2023-09 |
Expiry Date, End | 2024-03 | 2024-03 |
Stock Option Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options | 139,860 | 139,860 |
Exercisable at September 30, 2017 | 139,860 | 139,860 |
Exercise Price Range, Lower Range Limit | CAD / shares | CAD 5.01 | |
Exercise Price Range, Upper Range Limit | CAD / shares | CAD 10 | |
Expiry Date, Start | 2017-10 | 2017-10 |
Expiry Date, End | 2022-06 | 2022-06 |
Stock Option Four [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options | 15,100 | 15,100 |
Exercisable at September 30, 2017 | 15,100 | 15,100 |
Exercise Price Range, Lower Range Limit | $ / shares | $ 5.01 | |
Exercise Price Range, Upper Range Limit | $ / shares | $ 10 | |
Expiry Date, End | 2022-12 | 2022-12 |
Stock Option Five [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options | 21,500 | 21,500 |
Exercisable at September 30, 2017 | 21,500 | 21,500 |
Exercise Price Range, Lower Range Limit | $ / shares | $ 15.01 | |
Exercise Price Range, Upper Range Limit | $ / shares | $ 20 | |
Expiry Date, Start | 2018-11 | 2018-11 |
Expiry Date, End | 2021-11 | 2021-11 |
Stock Option Six [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options | 39,500 | 39,500 |
Exercisable at September 30, 2017 | 39,500 | 39,500 |
Exercise Price Range, Lower Range Limit | $ / shares | $ 15.01 | |
Exercise Price Range, Upper Range Limit | $ / shares | $ 20 | |
Expiry Date, End | 2020-11 | 2020-11 |
Share Capital (Details 8)
Share Capital (Details 8) - Employee Stock Option [Member] | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 1.44% | 1.01% | 1.65% |
Expected life (years) | 7 years | 7 years | 7 years |
Expected share price volatility | 166.00% | 117.00% | 115.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Share Capital (Details Textual)
Share Capital (Details Textual) - USD ($) | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2010 | |
Share Capital [Line Items] | ||||
Stock split, description | As a result of the reverse split, every ten shares of the issued and outstanding common shares, without par value, consolidated into one newly-issued outstanding common share, without par value. Each fractional share remaining after the reverse split that was less than one-half of a share was cancelled and each fractional share that was at least one-half of a share was changed to one whole share. | |||
Weighted average contractual life remaining on the outstanding warrants | 51 months | |||
Weighted average contractual life remaining on the outstanding options | 35 months | |||
Weighted average fair value of share options awarded | $ 1.84 | $ 5.56 | $ 9.48 | |
Unrecognized share-based compensation expense | $ 62,000 | |||
Unrecognized share-based compensation expense, recognition period | 30 months | |||
Intrinsic value of the options exercised | $ 8.28 | |||
Performance Shares [Member] | ||||
Share Capital [Line Items] | ||||
Share based compensation, shares reserved for issuance | 1,000,000 | |||
Employee Share Option [Member] | ||||
Share Capital [Line Items] | ||||
Share based compensation, shares reserved for issuance | 1,597,000 | |||
Share based compensation, share option vesting schedule | Share options granted to directors, officers, employees and certain individual consultants for past service are subject to the following vesting schedule: (a) one-third shall vest immediately, (b) one-third shall vest at 12 months from the date of grant and (c) one-third shall vest at 18 months from the date of grant. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Contingency [Line Items] | |||
U.S. | $ (4,540,094) | $ (4,001,206) | $ (3,258,355) |
Canadian | (464,990) | (1,026,520) | 405,203 |
Other foreign | (24,764) | 8,846 | 46,923 |
Loss Before Income Tax | $ (5,029,848) | $ (5,018,880) | $ (2,806,229) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Deferred income tax assets: | |||
Non-capital loss carry-forwards | $ 12,164,100 | $ 10,000,000 | $ 8,028,900 |
Research and development tax credits | 947,300 | 808,000 | 716,400 |
Deferred expenses | 34,300 | 70,000 | 82,900 |
Property, plant and equipment | 2,200 | 400 | 1,700 |
Share issuance costs | 142,600 | 207,200 | 67,800 |
Deferred income tax liabilities: | |||
U.S. federal benefit net of state taxes | (923,700) | (764,500) | (628,800) |
Valuation allowance | (12,366,800) | (10,321,100) | (8,268,900) |
Net deferred income tax asset (liability) | $ 0 | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Contingency [Line Items] | |||
Combined Canadian federal and provincial tax rates | 26.00% | 26.00% | 26.00% |
Expected income tax (recovery)/expense | $ (1,307,800) | $ (1,304,900) | $ (729,600) |
Nondeductible share-based payments | 30,000 | (67,400) | 69,500 |
Nondeductible change in fair value of warrant liability | 0 | (55,100) | (554,100) |
Effect of higher income tax rate in U.S. | (624,400) | (550,600) | (445,800) |
Foreign currency differences | (42,200) | 20,000 | 169,900 |
Other | (174,500) | (2,800) | (43,300) |
Change in valuation allowance on deferred tax assets | 2,119,700 | 1,968,000 | 1,570,200 |
Income tax expense | $ 800 | $ 7,200 | $ 36,800 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Current tax provision | |||
U.S. federal | $ 0 | $ 0 | $ 0 |
Canadian | 0 | 0 | 0 |
Other foreign | 0 | 6,400 | 36,000 |
State | 800 | 800 | 800 |
Deferred tax provision | |||
U.S. federal | (1,447,100) | (1,265,700) | (1,032,200) |
Canadian | (199,100) | (303,300) | (209,300) |
Other foreign | (5,200) | 0 | 0 |
State | (468,300) | (399,000) | (328,700) |
Change in valuation allowance on deferred tax assets | 2,119,700 | 1,968,000 | 1,570,200 |
Income tax expense | $ 800 | $ 7,200 | $ 36,800 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - 12 months ended Sep. 30, 2017 $ in Thousands, CAD in Millions | USD ($) | CAD |
Federal [Member] | ||
Income Tax [Line Items] | ||
Operating Loss Carryforwards | $ 25,300 | |
Federal [Member] | Earliest Tax Year [Member] | ||
Income Tax [Line Items] | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2030 | |
Federal [Member] | Latest Tax Year [Member] | ||
Income Tax [Line Items] | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2037 | |
Federal [Member] | Research Tax Credit Carryforward [Member] | ||
Income Tax [Line Items] | ||
Tax Credit Carryforward, Amount | $ 450 | |
Federal [Member] | Research Tax Credit Carryforward [Member] | Earliest Tax Year [Member] | ||
Income Tax [Line Items] | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2030 | |
Federal [Member] | Research Tax Credit Carryforward [Member] | Latest Tax Year [Member] | ||
Income Tax [Line Items] | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2037 | |
California [Member] | ||
Income Tax [Line Items] | ||
Operating Loss Carryforwards | $ 25,000 | |
California [Member] | Earliest Tax Year [Member] | ||
Income Tax [Line Items] | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2018 | |
California [Member] | Latest Tax Year [Member] | ||
Income Tax [Line Items] | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2037 | |
California [Member] | Research Tax Credit Carryforward [Member] | ||
Income Tax [Line Items] | ||
Tax Credit Carryforward, Amount | $ 500 | |
Canadian [Member] | ||
Income Tax [Line Items] | ||
Operating Loss Carryforwards | CAD | CAD 6.8 | |
Canadian [Member] | Earliest Tax Year [Member] | ||
Income Tax [Line Items] | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2028 | |
Canadian [Member] | Latest Tax Year [Member] | ||
Income Tax [Line Items] | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2037 |
Fair Value of Financial Instr50
Fair Value of Financial Instruments (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments in U.S. Treasury Bills | $ 1,994,401 | $ 3,988,794 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments in U.S. Treasury Bills | 1,994,401 | 3,988,794 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments in U.S. Treasury Bills | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments in U.S. Treasury Bills | $ 0 | $ 0 |
Concentrations of Credit Risk51
Concentrations of Credit Risk (Details) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Customer Concentration Risk [Member] | Product sales and contract services revenue [Member] | Five Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 86.00% | ||
Customer Concentration Risk [Member] | Product sales and contract services revenue [Member] | Three Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 76.00% | ||
Customer Concentration Risk [Member] | Product sales and contract services revenue [Member] | Two Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 79.00% | ||
Customer Concentration Risk [Member] | Accounts receivable [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 100.00% | ||
Geographic Concentration Risk [Member] | Revenue [Member] | Europe [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 64.00% | 43.00% | 53.00% |
Geographic Concentration Risk [Member] | Revenue [Member] | Asia [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 3.00% | 45.00% | 38.00% |
Geographic Concentration Risk [Member] | Revenue [Member] | North America [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 33.00% | 12.00% | 9.00% |