Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Nov. 28, 2018 | Mar. 29, 2018 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
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 | $ 8,149,918 | ||
Trading Symbol | SBOT | ||
Entity Common Stock, Shares Outstanding | 5,330,715 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Small Business | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 4,225,521 | $ 4,570,951 |
Accounts receivable | 41,246 | 1,287 |
Short-term investments | 6,078,031 | 1,994,401 |
Inventory | 224,267 | 68,114 |
Prepaid and other assets | 86,919 | 123,694 |
Total current assets | 10,655,984 | 6,758,447 |
Noncurrent assets: | ||
Equity investment in joint venture | 46,456 | 66,695 |
Property, plant and equipment, net | 1,062,195 | 879,523 |
Deposits | 15,340 | 15,340 |
Total noncurrent assets | 1,123,991 | 961,558 |
Total Assets | 11,779,975 | 7,720,005 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 493,385 | 320,947 |
Total Current Liabilities | 493,385 | 320,947 |
Commitments (Note 7) | ||
Shareholders' equity: | ||
Common shares, unlimited common shares authorized, no par value, 5,330,715 and 1,502,870 issued and outstanding at September 30, 2018 and 2017, respectively | 56,652,957 | 48,351,701 |
Accumulated share-based compensation | 5,064,625 | 4,439,400 |
Accumulated deficit | (50,430,992) | (45,392,043) |
Total Shareholders' Equity | 11,286,590 | 7,399,058 |
Total Liabilities and Shareholders' Equity | $ 11,779,975 | $ 7,720,005 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Sep. 30, 2017 |
Common shares, par value | $ 0 | $ 0 |
Common shares, shares issued | 5,330,715 | 1,502,870 |
Common shares, shares outstanding | 5,330,715 | 1,502,870 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||
Revenue from Contract with Customer | $ 0 | $ 50,000 |
Total Revenues | 211,849 | 228,287 |
Expenses: | ||
Cost of sales and contract services | 133,316 | 250,042 |
Costs of aquaculture | 312,004 | 284,411 |
Research and development | 2,087,402 | 1,973,400 |
General and administrative | 2,757,377 | 2,944,980 |
Total Expenses | 5,290,099 | 5,452,833 |
Loss from Operations | (5,078,250) | (5,224,546) |
Other Income (Loss) | ||
Foreign exchange gain (loss) | (35,059) | 162,028 |
Investment income | 75,160 | 32,670 |
Other Income (Loss), Total | 40,101 | 194,698 |
Loss Before Income Tax | (5,038,149) | (5,029,848) |
Income tax expense | 800 | 800 |
Net Loss | $ (5,038,949) | $ (5,030,648) |
Loss per common share: | ||
Basic and diluted | $ (1.76) | $ (3.44) |
Weighted average number of common shares outstanding: | ||
Basic and diluted | 2,869,374 | 1,462,459 |
Product [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | $ 211,849 | $ 178,287 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows Used In Operating Activities: | ||
Net loss | $ (5,038,949) | $ (5,030,648) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 188,372 | 179,322 |
Share-based compensation | 154,313 | 115,546 |
Foreign exchange (gain) loss | 35,059 | (162,028) |
Transfer equipment to research and development | 12,419 | 0 |
Change in equity investment in joint venture | 20,239 | 0 |
Changes in working capital items: | ||
Accounts receivable | (40,004) | 84,573 |
Inventory | (156,153) | 181,316 |
Prepaid and other assets | 36,748 | 235,001 |
Accounts payable and accrued liabilities | 172,451 | (302,731) |
Net cash used in operating activities | (4,615,505) | (4,699,649) |
Cash Flows From Investing Activities: | ||
Purchase of property, plant and equipment | (382,810) | (302,733) |
Purchase of short-term investments | (9,083,630) | (5,005,607) |
Proceeds on sales and maturities of short-term investments | 5,000,000 | 7,000,000 |
Net cash provided by (used in) investing activities | (4,466,440) | 1,691,660 |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common shares, net | 4,520,319 | 0 |
Payments for issuance costs | (398,811) | 0 |
Proceeds from exercise of warrants | 4,650,659 | 0 |
Net cash provided by financing activities | 8,772,167 | 0 |
Effect of exchange rate changes on cash and cash equivalents | (35,652) | 162,036 |
Net change in cash and cash equivalents | (345,430) | (2,845,953) |
Cash and cash equivalents - beginning of year | 4,570,951 | 7,416,904 |
Cash and cash equivalents - end of year | 4,225,521 | 4,570,951 |
Cash (demand deposits) | 3,719,041 | 3,847,655 |
Cash equivalents | 506,480 | 723,296 |
Cash and cash equivalents | 4,225,521 | 4,570,951 |
Supplemental cash flow information: | ||
Cash paid during the period for taxes | 800 | 800 |
Supplemental disclosure of non-cash transactions: | ||
Issuance costs withheld from escrow proceeds | 972,811 | 0 |
Fair value of placement agent warrants | $ 470,912 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Total | Common Shares [Member] | Accumulated Share-Based Compensation [Member] | Accumulated Deficit [Member] |
Beginning Balance at Sep. 30, 2016 | $ 12,314,160 | $ 47,280,792 | $ 5,394,763 | $ (40,361,395) |
Beginning Balance (in shares) at Sep. 30, 2016 | 1,448,036 | |||
Issuance of performance shares | 0 | $ 1,070,909 | (1,070,909) | 0 |
Issuance of performance shares (in shares) | 54,834 | |||
Share-based compensation | 115,546 | $ 0 | 115,546 | 0 |
Net loss | (5,030,648) | 0 | 0 | (5,030,648) |
Ending balance at Sep. 30, 2017 | 7,399,058 | $ 48,351,701 | 4,439,400 | (45,392,043) |
Ending balance (in shares) at Sep. 30, 2017 | 1,502,870 | |||
Issuance of common shares in equity offering | 5,493,130 | $ 5,493,130 | 0 | 0 |
Issuance of common shares in equity offering (in shares) | 1,388,396 | |||
Issuance costs including fair value of placement agent warrants | (1,371,621) | $ (1,842,533) | 470,912 | 0 |
Issuance of common shares upon exercise of warrants | 4,650,659 | $ 4,650,659 | 0 | 0 |
Issuance of common shares upon exercise of warrants (in shares) | 2,439,449 | |||
Share-based compensation | 154,313 | $ 0 | 154,313 | 0 |
Net loss | (5,038,949) | 0 | 0 | (5,038,949) |
Ending balance at Sep. 30, 2018 | $ 11,286,590 | $ 56,652,957 | $ 5,064,625 | $ (50,430,992) |
Ending balance (in shares) at Sep. 30, 2018 | 5,330,715 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Sep. 30, 2018 | |
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, clinical research organizations and research centers 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. 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 1500 Royal Centre, 1055 West Georgia Street, 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 2018 and 2017, the Company reported net losses of approximately $5.0 million and $5.0 million, respectively. As of September 30, 2018, the Company had an accumulated deficit of approximately $50.4 million and working capital of approximately $10.2 million. The Company expects to incur additional losses as it continues to invest in its research and development programs, manufacturing platform and market development activities. The Company plans to finance company operations over the course of at least the next twelve months with cash and investments on hand and product sales. Management has flexibility to adjust planned expenditures based on a number of factors including the size and timing of capital expenditures, staffing levels, inventory levels, and the status of customer clinical trials. Management also seeks to expand the customer base for existing marketed products, and may seek additional financing through debt and/or equity financings, including transactions with strategic customers and partners that may include debt and/or equity arrangements. The Company has historically relied upon the sale of common shares to help fund its operations and meet its obligations and presently expects to continue to do so in the future as and when it considers appropriate, subject to market conditions and the availability of favorable terms. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Sep. 30, 2018 | |
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, 2018 | |
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, 2018 and 2017 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, 2018 and 2017, 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 to 15 years. Leasehold improvements are depreciated over the shorter of the useful life of the improvement or remaining term of lease. Maintenance and repairs are charged to operations as incurred. 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. i) 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 a technology transfer and purchase agreement. j) 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, reimbursable costs associated with collaborative agreements, third-party contract payments, consultants, facility and related overhead costs. Research and development costs are expensed as incurred. k) 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, 2018 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 on a fiscal year basis. 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. 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, 2018 and 2017 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. p) 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 Management has completed a review of existing revenue arrangements following the five-step approach. No material differences have been identified that impact the amount or timing of product sales or contract services revenue between the new revenue recognition guidance as compared to the current guidance. The Company continues to assess disclosures required by the new guidance to determine what additional information will be disclosed. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting Compensation-Stock Compensation |
Investments
Investments | 12 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [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, 2018 2017 U.S. Treasury Bills $ 6,078,031 $ 1,994,401 U.S. Treasury Bills are carried at amortized cost which approximates fair value and are classified as held-to-maturity investments. |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2018 | |
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, 2018 and 2017, 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, 2018 2017 Raw materials $ 46,670 $ 21,761 Work in process 83,297 - Finished goods 94,300 46,353 $ 224,267 $ 68,114 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment, net [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property, Plant and Equipment, net Property, plant and equipment, net consisted of the following: September 30, September 30, 2018 2017 Aquaculture system $ 126,257 $ 126,257 Laboratory facilities 62,033 62,033 Computer and office equipment 125,859 117,840 Manufacturing and laboratory equipment 1,042,993 982,439 Vehicles 77,994 77,994 Leasehold improvements 347,360 337,060 1,782,496 1,703,623 Less: accumulated depreciation (1,146,566 ) (969,418 ) Depreciable assets, net 635,930 734,205 Construction in progress 426,265 145,318 $ 1,062,195 $ 879,523 Depreciation expense amounted to approximately $188,000 and $179,000 for the years ended September 30, 2018 and 2017, respectively. |
Commitments
Commitments | 12 Months Ended |
Sep. 30, 2018 | |
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 and pays a portion of the common area maintenance. In July 2018, 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 was three years from June 2015 with options to extend the lease for 30 years. In February 2018, the lease term was extended for two years without further rent payments. The Company may terminate early with 30 days’ notice. The Company had a related collaboration agreement with the lessor, which expired in June 2018, pursuant to which the Company and the lessor would collaborate on the design, expansion and development of marine aquaculture resources and KLH production facilities on the leased property. Under that agreement, the Company was responsible for certain leasehold improvements including construction of structures and a power-generating facility, which are owned by the Company. The Company was also responsible for reimbursing the lessor for local operational support. Aggregate future minimum lease payments at September 30, 2018 are approximately as follows: For The Year Ending September 30, 2019 $ 185,000 2020 167,000 2021 6,000 $ 358,000 Rent expense on these lease agreements amounted to approximately $237,000 and $238,000 for the years ended September 30, 2018 and 2017, respectively. Purchase obligations The Company has commitments totaling approximately $201,000 at September 30, 2018, for signed agreements with contract research organizations, consultants and construction contractors. 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. According to the joint venture agreement, as amended February 2018, if certain milestones are not achieved by December 31, 2018, 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. 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. 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 infection (C. diff) under a written agreement (the License Agreement) with a University (the Licensor) which required payments of license fees, patent cost reimbursements and other contingent fees. 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 $75,000 and $62,000 for the years ended September 30, 2018 and 2017, respectively. Related party commitments: Patent r 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. There was no royalty expense incurred during the years ended September 30, 2018 and 2017. |
Share Capital
Share Capital | 12 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 8. Share Capital The Company had the following transactions in share capital: Years Ended September 30, September 30, 2018 2017 Number of common shares issued 3,827,845 54,834 Issuance of common shares $ 5,493,130 $ - Issuance of common shares upon exercise of warrants 4,650,659 - Issuance of performance shares - 1,070,909 Share issuance costs (1,371,621 ) Fair value of placement agent warrants (470,912 ) Equity Offerings On May 15, 2018, the Company completed a registered public offering of 1,388,396 units, with each unit consisting of (i) one common share, no par value, or common share equivalent, and (ii) one warrant to purchase one common share at a price of $2.65 per were $4.6 million, after deducting underwriting discounts and commissions and estimated offering expenses. The warrants were immediately exercisable at an aggregate price of $2.65 and expire five years from the date of issuance. In connection with the offering, the Company also issued warrants to purchase an aggregate of 145,283 common shares, at an exercise price of $3.3125, to certain affiliated designees of the placement agent as part of the placement agent’s compensation. On May 24, 2018, the Company entered into a warrant exercise agreement with certain holders of our warrants, pursuant to which the holders agreed to exercise their warrants to purchase 1,122,076 common shares, in the aggregate, resulting in net proceeds of $2.5 million. In consideration, the Company agreed to issue to the holders new Series A Common Share Purchase Warrants to purchase up to 1,122,076 common shares at an exercise price of $2.65 per share, with an exercise period of five years, and new Series B Common Share Purchase Warrants to purchase up to 2,244,152 common shares at an exercise price of $2.65 per share, with an exercise period of seven months. In connection with the agreement, the Company also issued warrants to purchase an aggregate of 78,545 common shares to certain affiliated designees of the placement agent as part of the placement agent’s compensation, at an exercise price of $3.3125. Reverse Share Split On May 4, 2018, the Company effected a share consolidation (reverse split) of the Company's common shares at a ratio of 1-for-7. As a result of the reverse split, every seven 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. The reverse split reduced the number of common shares outstanding from 10,520,096 to 1,502,870 after fractional share rounding. The number of warrants and options were proportionately adjusted by the split ratio and the exercise prices correspondingly increased by the same split ratio. All shares and exercise prices are presented on a post-split basis in these consolidated financial statements. Performance Shares Pursuant to a performance share plan approved by shareholders in 2010, 142,857 common shares were reserved for issuance to certain officers, directors and employees of the Company upon achievement of certain milestones related to completion of method development for commercial-scale manufacture of KLH, compilation and regulatory submittal of all required chemistry, manufacturing and control data and completion of preclinical toxicity and immunogenicity testing of products. Share-based compensation was recorded over the estimated vesting period ending in August 2012. At September 30, 2017, all vested performance shares under the plan had 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 A summary of the Company’s warrants activity is as follows: Number of Warrants Weighted Average Exercise Price Balance - September 30, 2017 180,805 $ 31.50 Granted 5,665,528 2.68 Granted pre-funded warrants 687,076 .01 Exercised (1,752,373 ) 2.65 Exercised pre-funded warrants (687,076 ) .01 Balance - September 30, 2018 4,093,960 $ 3.96 The weighted average contractual life remaining on the outstanding warrants at September 30, 2018 is 28 months. The following table summarizes information about the warrants outstanding at September 30, 2018: Exercise Price Number of Warrants Expiry Date $ 2.65 2,044,152 December 2018 31.50 180,805 January 2022 2.65 1,645,175 May 2023 3.31 223,828 May 2023 4,093,960 The fair value of placement agent 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, 2018 Risk free interest rate 2.21 % Expected life (years) 5.0 Expected share price volatility 173 % Expected dividend yield 0 % The weighted average fair value of placement agent warrants granted during the year ended September 30, 2018 was $1.98. Share Options The Company adopted an incentive compensation plan in 2017 (the Incentive Plan), which amended and restated the 2013 fixed share option plan and is administered by the Board of Directors. Options, restricted shares and restricted share units are eligible for grants under the Incentive Plan. The number of shares available for issuance under the Incentive Plan is 228,143, including shares available for the exercise of outstanding options under the 2013 fixed share option plan. No restricted shares or restricted share units have been granted as of September 30, 2018. 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. Options have been granted under the Incentive Plan allowing the holders to purchase common shares of the Company as follows: Number of Options Weighted Average Exercise Price Balance - September 30, 2017 58,711 $ 40.18 Granted 29,426 5.88 Expired (2,266 ) 84.87 Expired (15,373 ) 42.07 CDN $ Balance - September 30, 2018 70,498 $ 25.42 The weighted average contractual life remaining on the outstanding options is 49 months. The following table summarizes information about the options under the Incentive Plan outstanding and exercisable at September 30, 2018: Number of Options Exercisable at September 30, 2018 Range of exercise prices Expiry Dates 13,479 13,479 CDN$15.00 - 35.00 Apr 2019 Dec 2019 40,046 17,326 $5.00 - 20.00 Sep 2023 Mar 2025 7,571 7,571 CDN$40.00 - 70.00 May 2020 Jun 2022 2,114 2,114 $50.00 - 60.00 Dec 2022 3,073 3,073 CDN$105.00 - 140.00 Nov 2018 Nov 2021 4,215 4,215 $120.00 - 130.00 Nov 2020 70,498 47,778 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, 2018 2017 Risk free interest rate 2.13 % 1.44 % Expected life (years) 7.00 7.00 Expected share price volatility 155 % 166 % Expected dividend yield 0 % 0 % The weighted average fair value of share options granted during the years ended September 30, 2018 and 2017 was $5.67, and $12.88, respectively. As of September 30, 2018, the Company had approximately $72,000 of unrecognized share-based compensation expense, which is expected to be recognized over a period of 28 months. There were no options exercised during the years ended September 30, 2018 and 2017. There was no intrinsic value of the vested options at September 30, 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [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, 2018 2017 U.S. $ (4,306,650 ) $ (4,540,094 ) Canadian (623,835 ) (464,990 ) Other foreign (107,664 ) (24,764 ) Total Loss Before Income Tax $ (5,038,149 ) $ (5,029,848 ) Deferred income tax assets and liabilities of the Company are as follows: September 30, 2018 September 30, 2017 Deferred income tax assets: Non-capital loss carry-forwards $ 10,646,900 $ 12,164,100 Research and development tax credits 1,117,100 947,300 Deferred expenses 36,400 34,300 Property, plant and equipment - 2,200 Share issuance costs 981,800 142,600 Deferred income tax liabilities: U.S. federal benefit (liability) of state deferred taxes (666,700 ) (923,700 ) Property, plant and equipment (1,800 ) - Valuation allowance (12,113,700 ) (12,366,800 ) 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, 2018, the Company had federal net operating loss (NOL) carryforwards of approximately $29.6 million expiring 2030 through 2038, California NOL carryforwards of approximately $29.2 million expiring 2030 through 2038, and Canadian federal and provincial NOL carryforwards of approximately CDN$8.7 million expiring 2028 through 2038. Portions of these NOL carryforwards may be used to offset future taxable income, if any. As of September 30, 2018, the Company also has federal and California research and development tax credit carryforwards of approximately $0.53 million and $0.58 million, respectively, available to offset future taxes. The federal credits begin expiring in 2028 and continue expiring through 2038. 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 income tax expense 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: Years Ende d September 30, 2018 September 30, 2017 Combined Canadian federal and provincial tax rates 27.0 % 26.0 % Expected income tax (recovery)/expense $ (1,360,300 ) $ (1,307,800 ) Nondeductible share-based payments 41,700 30,000 Deductible share issuance costs (287,300 ) (66,300 ) Effect of income tax rate differences in the U.S. and Mexico (33,500 ) (624,400 ) Impact of tax rate changes 2,906,100 - Foreign currency differences 9,500 (42,200 ) Other (143,100 ) (108,200 ) Change in valuation allowance on deferred tax assets (1,132,300 ) 2,119,700 Income tax expense $ 800 $ 800 On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted into law in the U.S. The Tax Act contains a broad range of tax reform measures, including a reduction in the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018. The Company remeasured certain tax assets and liabilities at September 30, 2018 based on expected lower future U.S. federal tax rates expected to apply when temporary differences reverse in the future. SEC Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (SAB 118), allows provisional amounts to be recorded for the tax effects of the Tax Act when the necessary information is not available, prepared, or analyzed in reasonable detail to finalize its accounting for the changes in the tax law during a measurement period not to extend beyond one year of the enactment date. The Company has provisionally recorded a $2.95 million reduction of deferred tax assets with a corresponding reduction in the valuation allowance for our U.S. subsidiary. Certain aspects of the Tax Act are still being analyzed which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. Potential adjustments are not expected to have a material impact since any adjustments would be fully offset by a valuation allowance. The Company expects to finalize its analysis within the measurement period in accordance with SAB 118 after completing reviews of additional guidance issued by the Internal Revenue Service. On November 2, 2017, Bill 2-2017, Budget Measures Implementation Act (the Budget Act) came into force in British Columbia, increasing the provincial corporate tax rate from 11% to 12% effective January 1, 2018. The Company remeasured certain tax assets and liabilities at September 30, 2018 based on the provincial tax rates expected to apply when temporary differences reverse in the future. The Company has recorded a $0.04 million increase in deferred tax assets with a corresponding increase in the valuation allowance. The components of income tax provision (benefits) are as follows: Years Ended September 30, 2018 September 30, 2017 Current tax provision U.S. federal $ - $ - Canadian - - Other foreign - - State 800 800 Deferred tax provision U.S. federal 2,059,300 (1,447,100 ) Canadian (446,700 ) (199,100 ) Other foreign (22,600 ) (5,200 ) State (457,700 ) (468,300 ) Change in valuation allowance on deferred tax assets (1,132,300 ) 2,119,700 Total $ 800 $ 800 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2018 | |
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. 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 Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value September 30, 2018 Assets Short-term investments in U.S. Treasury Bills $ 6,078,031 $ - $ - $ 6,078,031 September 30, 2017 Assets Short-term investments in U.S. Treasury Bills $ 1,994,401 $ - $ - $ 1,994,401 |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Sep. 30, 2018 | |
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. The Company had the following concentrations of revenues by customers, each of which accounted for more than 10% of revenues in the applicable period: The Company had the following concentrations of revenues by customers, each of which accounted for more than 10% of revenues in the applicable period: Years Ended September 30, September 30, 2018 2017 Product sales and contract services revenue 59% from 2 customers 79% from 2 customers The Company had the following concentrations of revenues by geographic areas: Years Ended September 30, September 30, 2018 2017 Europe 51 % 64 % North America 45 % 33 % Asia 4 % 3 % 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, 2018 Accounts receivable 87% from 2 customers There were no customer accounts receivable at September 30, 2017. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2018 | |
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, 2018 and 2017 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, 2018 and 2017, 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 to 15 years. Leasehold improvements are depreciated over the shorter of the useful life of the improvement or remaining term of lease. Maintenance and repairs are charged to operations as incurred. |
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] | i) 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 a technology transfer and purchase agreement. |
Research and Development Expense, Policy [Policy Text Block] | j) 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, reimbursable costs associated with collaborative agreements, third-party contract payments, consultants, facility and related overhead costs. Research and development costs are expensed as incurred. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | k) 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, 2018 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 on a fiscal year basis. 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. |
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, 2018 and 2017 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] | p) 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 Management has completed a review of existing revenue arrangements following the five-step approach. No material differences have been identified that impact the amount or timing of product sales or contract services revenue between the new revenue recognition guidance as compared to the current guidance. The Company continues to assess disclosures required by the new guidance to determine what additional information will be disclosed. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 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, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule Of Short Term Investments [Table Text Block] | Short-term investments consisted of the following: September 30, September 30, 2018 2017 U.S. Treasury Bills $ 6,078,031 $ 1,994,401 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Inventory [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consisted of the following: September 30, September 30, 2018 2017 Raw materials $ 46,670 $ 21,761 Work in process 83,297 - Finished goods 94,300 46,353 $ 224,267 $ 68,114 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
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, 2018 2017 Aquaculture system $ 126,257 $ 126,257 Laboratory facilities 62,033 62,033 Computer and office equipment 125,859 117,840 Manufacturing and laboratory equipment 1,042,993 982,439 Vehicles 77,994 77,994 Leasehold improvements 347,360 337,060 1,782,496 1,703,623 Less: accumulated depreciation (1,146,566 ) (969,418 ) Depreciable assets, net 635,930 734,205 Construction in progress 426,265 145,318 $ 1,062,195 $ 879,523 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Commitments [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Aggregate future minimum lease payments at September 30, 2018 are approximately as follows: For The Year Ending September 30, 2019 $ 185,000 2020 167,000 2021 6,000 $ 358,000 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
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, 2018 2017 Number of common shares issued 3,827,845 54,834 Issuance of common shares $ 5,493,130 $ - Issuance of common shares upon exercise of warrants 4,650,659 - Issuance of performance shares - 1,070,909 Share issuance costs (1,371,621 ) Fair value of placement agent warrants (470,912 ) |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the Company’s warrants activity is as follows: Number of Warrants Weighted Average Exercise Price Balance - September 30, 2017 180,805 $ 31.50 Granted 5,665,528 2.68 Granted pre-funded warrants 687,076 .01 Exercised (1,752,373 ) 2.65 Exercised pre-funded warrants (687,076 ) .01 Balance - September 30, 2018 4,093,960 $ 3.96 |
Schedule Of Warrants Outstanding [Table Text Block] | The following table summarizes information about the warrants outstanding at September 30, 2018: Exercise Price Number of Warrants Expiry Date $ 2.65 2,044,152 December 2018 31.50 180,805 January 2022 2.65 1,645,175 May 2023 3.31 223,828 May 2023 4,093,960 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options have been granted under the Incentive Plan allowing the holders to purchase common shares of the Company as follows: Number of Options Weighted Average Exercise Price Balance - September 30, 2017 58,711 $ 40.18 Granted 29,426 5.88 Expired (2,266 ) 84.87 Expired (15,373 ) 42.07 CDN $ Balance - September 30, 2018 70,498 $ 25.42 |
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 Incentive Plan outstanding and exercisable at September 30, 2018: Number of Options Exercisable at September 30, 2018 Range of exercise prices Expiry Dates 13,479 13,479 CDN$15.00 - 35.00 Apr 2019 Dec 2019 40,046 17,326 $5.00 - 20.00 Sep 2023 Mar 2025 7,571 7,571 CDN$40.00 - 70.00 May 2020 Jun 2022 2,114 2,114 $50.00 - 60.00 Dec 2022 3,073 3,073 CDN$105.00 - 140.00 Nov 2018 Nov 2021 4,215 4,215 $120.00 - 130.00 Nov 2020 70,498 47,778 |
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, 2018 2017 Risk free interest rate 2.13 % 1.44 % Expected life (years) 7.00 7.00 Expected share price volatility 155 % 166 % Expected dividend yield 0 % 0 % |
Warrants Granted [Member] | |
Class of Warrant or Right [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The fair value of placement agent 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, 2018 Risk free interest rate 2.21 % Expected life (years) 5.0 Expected share price volatility 173 % Expected dividend yield 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [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, 2018 2017 U.S. $ (4,306,650 ) $ (4,540,094 ) Canadian (623,835 ) (464,990 ) Other foreign (107,664 ) (24,764 ) Total Loss Before Income Tax $ (5,038,149 ) $ (5,029,848 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred income tax assets and liabilities of the Company are as follows: September 30, 2018 September 30, 2017 Deferred income tax assets: Non-capital loss carry-forwards $ 10,646,900 $ 12,164,100 Research and development tax credits 1,117,100 947,300 Deferred expenses 36,400 34,300 Property, plant and equipment - 2,200 Share issuance costs 981,800 142,600 Deferred income tax liabilities: U.S. federal benefit (liability) of state deferred taxes (666,700 ) (923,700 ) Property, plant and equipment (1,800 ) - Valuation allowance (12,113,700 ) (12,366,800 ) Net deferred income tax asset (liability) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The income tax expense 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: Years Ende d September 30, 2018 September 30, 2017 Combined Canadian federal and provincial tax rates 27.0 % 26.0 % Expected income tax (recovery)/expense $ (1,360,300 ) $ (1,307,800 ) Nondeductible share-based payments 41,700 30,000 Deductible share issuance costs (287,300 ) (66,300 ) Effect of income tax rate differences in the U.S. and Mexico (33,500 ) (624,400 ) Impact of tax rate changes 2,906,100 - Foreign currency differences 9,500 (42,200 ) Other (143,100 ) (108,200 ) Change in valuation allowance on deferred tax assets (1,132,300 ) 2,119,700 Income tax expense $ 800 $ 800 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of income tax provision (benefits) are as follows: Years Ended September 30, 2018 September 30, 2017 Current tax provision U.S. federal $ - $ - Canadian - - Other foreign - - State 800 800 Deferred tax provision U.S. federal 2,059,300 (1,447,100 ) Canadian (446,700 ) (199,100 ) Other foreign (22,600 ) (5,200 ) State (457,700 ) (468,300 ) Change in valuation allowance on deferred tax assets (1,132,300 ) 2,119,700 Total $ 800 $ 800 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
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 Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value September 30, 2018 Assets Short-term investments in U.S. Treasury Bills $ 6,078,031 $ - $ - $ 6,078,031 September 30, 2017 Assets Short-term investments in U.S. Treasury Bills $ 1,994,401 $ - $ - $ 1,994,401 |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Concentrations of Credit Risk [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | The Company had the following concentrations of revenues by customers, each of which accounted for more than 10% of revenues in the applicable period: Years Ended September 30, September 30, 2018 2017 Product sales and contract services revenue 59% from 2 customers 79% from 2 customers The Company had the following concentrations of revenues by geographic areas: Years Ended September 30, September 30, 2018 2017 Europe 51 % 64 % North America 45 % 33 % Asia 4 % 3 % 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, 2018 Accounts receivable 87% from 2 customers |
Nature of Operations (Details T
Nature of Operations (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Nature of Operations [Line Items] | ||
Net loss | $ (5,038,949) | $ (5,030,648) |
Accumulated deficit | (50,430,992) | $ (45,392,043) |
Working capital | $ 10,200,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Textual) | 12 Months Ended |
Sep. 30, 2018 | |
Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 1 year 6 months |
Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 15 years |
Investments (Details)
Investments (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
U.S. Treasury Bills | $ 6,078,031 | $ 1,994,401 |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Raw materials | $ 46,670 | $ 21,761 |
Work in process | 83,297 | 0 |
Finished goods | 94,300 | 46,353 |
Inventory | $ 224,267 | $ 68,114 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Depreciable assets, gross | $ 1,782,496 | $ 1,703,623 |
Less: accumulated depreciation | (1,146,566) | (969,418) |
Depreciable assets, net | 635,930 | 734,205 |
Construction in progress | 426,265 | 145,318 |
Property, plant and equipment, net | 1,062,195 | 879,523 |
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 | 125,859 | 117,840 |
Manufacturing And Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable assets, gross | 1,042,993 | 982,439 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable assets, gross | 77,994 | 77,994 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable assets, gross | $ 347,360 | $ 337,060 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 188,000 | $ 179,000 |
Commitments (Details)
Commitments (Details) | Sep. 30, 2018USD ($) |
For The Year Ending September 30, | |
2,019 | $ 185,000 |
2,020 | 167,000 |
2,021 | 6,000 |
Future minimum lease payments, Total | $ 358,000 |
Commitments (Details Textual)
Commitments (Details Textual) | 12 Months Ended | ||||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Aug. 14, 2002USD ($) | |
Other Commitments [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 5 years | ||||
Rent expense on lease agreements | $ 237,000 | $ 238,000 | |||
Equity Method Investments | 46,456 | 66,695 | |||
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 | 0 | |||
401(k) Retirement Savings Plan [Member] | |||||
Other Commitments [Line Items] | |||||
Employer contributions | $ 75,000 | $ 62,000 | |||
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 | $ 201,000 | ||||
Three buildings and facilities used in its operations [Member] | |||||
Other Commitments [Line Items] | |||||
Lessee, Operating Lease, Renewal Term | 5 years | ||||
Facilities used for executive offices and laboratories [Member] | |||||
Other Commitments [Line Items] | |||||
Lessee, Operating Lease, Renewal Term | 2 years | ||||
Undeveloped land in Baja, Mexico | |||||
Other Commitments [Line Items] | |||||
Lessee, Operating Lease, Renewal Term | 3 years |
Share Capital (Details)
Share Capital (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Issuance of common shares | $ 5,493,130 | |
Issuance of common shares upon exercise of warrants | 4,650,659 | $ 0 |
Share issuance costs | (1,371,621) | |
Fair value of placement agent warrants | $ (470,912) | $ 0 |
Share Capital [Member] | ||
Number of common shares issued | 3,827,845 | 54,834 |
Issuance of common shares | $ 5,493,130 | $ 0 |
Issuance of common shares upon exercise of warrants | 4,650,659 | 0 |
Issuance of performance shares | 0 | $ 1,070,909 |
Share issuance costs | (1,371,621) | |
Fair value of placement agent warrants | $ (470,912) |
Share Capital (Details 1)
Share Capital (Details 1) | 12 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Number of Warrants, Ending Balance | 4,093,960 |
Warrant [Member] | |
Number of Warrants, Beginning Balance | 180,805 |
Number of Warrants, Granted | 5,665,528 |
Number of Warrants, Granted pre-funded warrants | 687,076 |
Number of Warrants, Exercised | (1,752,373) |
Number of Warrants, Exercised pre-funded warrants | (687,076) |
Number of Warrants, Ending Balance | 4,093,960 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 31.50 |
Weighted Average Exercise Price, Granted | $ / shares | 2.68 |
Weighted Average Exercise Price, Granted pre-funded warrants | $ / shares | 0.01 |
Weighted Average Exercise Price, Exercised | $ / shares | 2.65 |
Weighted Average Exercise Price, Exercised pre-funded warrants | $ / shares | 0.01 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 3.96 |
Share Capital (Details 2)
Share Capital (Details 2) | 12 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Number of Warrants | 4,093,960 |
Warrant One [Member] | |
Exercise Price | $ / shares | $ 2.65 |
Number of Warrants | 2,044,152 |
Expiry Date | Dec. 31, 2018 |
Warrant Two [Member] | |
Exercise Price | $ / shares | $ 31.50 |
Number of Warrants | 180,805 |
Expiry Date | Jan. 31, 2022 |
Warrant Three [Member] | |
Exercise Price | $ / shares | $ 2.65 |
Number of Warrants | 1,645,175 |
Expiry Date | May 31, 2023 |
Warrant Four [Member] | |
Exercise Price | $ / shares | $ 3.31 |
Number of Warrants | 223,828 |
Expiry Date | May 31, 2023 |
Share Capital (Details 3)
Share Capital (Details 3) - Warrants Granted [Member] | 12 Months Ended |
Sep. 30, 2018 | |
Risk free interest rate [Member] | |
Fair Value assumptions rate | 2.21% |
Expected life (years) [Member] | |
Expected life (years) | 5 years |
Expected share price volatility [Member] | |
Fair Value assumptions rate | 173.00% |
Expected dividend yield [Member] | |
Fair Value assumptions rate | 0.00% |
Share Capital (Details 4)
Share Capital (Details 4) | 12 Months Ended | |
Sep. 30, 2018$ / sharesshares | Sep. 30, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Beginning Balance | shares | 58,711 | 58,711 |
Number of Options, Granted | shares | 29,426 | 29,426 |
Number of Options, Expired | shares | (2,266) | (2,266) |
Number of Options, Expired | shares | (15,373) | (15,373) |
Number of Options, Ending Balance | shares | 70,498 | 70,498 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 40.18 | |
Weighted Average Exercise Price, Granted | $ / shares | 5.88 | |
Weighted Average Exercise Price, Expired | $ / shares | 84.87 | |
Weighted Average Exercise Price, Expired | $ / shares | $ 42.07 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 25.42 |
Share Capital (Details 5)
Share Capital (Details 5) | 12 Months Ended | ||
Sep. 30, 2018$ / sharesshares | Sep. 30, 2018$ / sharesshares | Sep. 30, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 70,498 | 70,498 | 58,711 |
Exercisable at September 30, 2018 | 47,778 | 47,778 | |
Stock Option One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 13,479 | 13,479 | |
Exercisable at September 30, 2018 | 13,479 | 13,479 | |
Range of exercise prices, Lower Range Limit | $ / shares | $ 15 | ||
Range of exercise prices, Upper Range Limit | $ / shares | $ 35 | ||
Expiry Dates, Start | 2019-04 | 2019-04 | |
Expiry Dates, End | 2019-12 | 2019-12 | |
Stock Option Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 40,046 | 40,046 | |
Exercisable at September 30, 2018 | 17,326 | 17,326 | |
Range of exercise prices, Lower Range Limit | $ / shares | $ 5 | ||
Range of exercise prices, Upper Range Limit | $ / shares | $ 20 | ||
Expiry Dates, Start | 2023-09 | 2023-09 | |
Expiry Dates, End | 2025-03 | 2025-03 | |
Stock Option Three [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 7,571 | 7,571 | |
Exercisable at September 30, 2018 | 7,571 | 7,571 | |
Range of exercise prices, Lower Range Limit | $ / shares | $ 40 | ||
Range of exercise prices, Upper Range Limit | $ / shares | $ 70 | ||
Expiry Dates, Start | 2020-05 | 2020-05 | |
Expiry Dates, End | 2022-06 | 2022-06 | |
Stock Option Four [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 2,114 | 2,114 | |
Exercisable at September 30, 2018 | 2,114 | 2,114 | |
Range of exercise prices, Lower Range Limit | $ / shares | $ 50 | ||
Range of exercise prices, Upper Range Limit | $ / shares | $ 60 | ||
Expiry Dates | 2022-12 | 2022-12 | |
Stock Option Five [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 3,073 | 3,073 | |
Exercisable at September 30, 2018 | 3,073 | 3,073 | |
Range of exercise prices, Lower Range Limit | $ / shares | $ 105 | ||
Range of exercise prices, Upper Range Limit | $ / shares | $ 140 | ||
Expiry Dates, Start | 2018-11 | 2018-11 | |
Expiry Dates, End | 2021-11 | 2021-11 | |
Stock Option Six [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 4,215 | 4,215 | |
Exercisable at September 30, 2018 | 4,215 | 4,215 | |
Range of exercise prices, Lower Range Limit | $ / shares | $ 120 | ||
Range of exercise prices, Upper Range Limit | $ / shares | $ 130 | ||
Expiry Dates | 2020-11 | 2020-11 |
Share Capital (Details 6)
Share Capital (Details 6) - Employee Stock Option [Member] | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Risk free interest rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value assumptions rate | 2.13% | 1.44% |
Expected life (years) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 7 years | 7 years |
Expected share price volatility [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value assumptions rate | 155.00% | 166.00% |
Expected dividend yield [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value assumptions rate | 0.00% | 0.00% |
Share Capital (Details Textual)
Share Capital (Details Textual) - USD ($) | May 15, 2018 | May 24, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Share Capital [Line Items] | ||||
Weighted average contractual life remaining on the outstanding warrants | 28 months | |||
Weighted average fair value of share options awarded | $ 5.67 | $ 12.88 | ||
Unrecognized share-based compensation expense | $ 72,000 | |||
Unrecognized share-based compensation expense, recognition period | 28 months | |||
Share Price | $ 2.65 | |||
Proceeds from Issuance Initial Public Offering | $ 4,600,000 | |||
Stock Issued During Period, Shares, Conversion of Units | 145,283 | |||
Number Of Units Issued Through Public Offering | 1,388,396 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,122,076 | |||
Proceeds from Issuance of Warrants | $ 2,500,000 | |||
Investment Warrants, Exercise Price | $ 3.3125 | |||
Stockholders' Equity Note, Stock Split | <tr><td></td></tr></table>" id="sjs-D14">As a result of the reverse split, every seven 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. The reverse split reduced the number of common shares outstanding from 10,520,096 to 1,502,870 after fractional share rounding.<table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> | |||
Common Stock, Capital Shares Reserved for Future Issuance | 142,857 | |||
Number Of Pre funded Units Issued Through Public Offering | 687,076 | |||
Public Offering Description | The registered public offering also included 687,076 pre-funded units, offered to certain purchasers in lieu of units that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or at the election of a purchaser, 9.99%) of outstanding common shares. | |||
Weighted Average Exercise Price Of Each Pre Funded Warrants | $ 0.01 | |||
Weighted Average Exercise Price Of Pre Funded Unit Common Share | $ 0.01 | |||
Warrants Granted [Member] | ||||
Share Capital [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.98 | |||
Warrant Three [Member] | ||||
Share Capital [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.65 | |||
Private Placement [Member] | ||||
Share Capital [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Units | 78,545 | |||
Investment Warrants, Exercise Price | $ 3.3125 | |||
Series A Common Stock [Member] | ||||
Share Capital [Line Items] | ||||
Share Price | $ 2.65 | |||
Stock Issued During Period, Shares, Conversion of Units | 1,122,076 | |||
Series B Common Stock [Member] | ||||
Share Capital [Line Items] | ||||
Share Price | $ 2.65 | |||
Stock Issued During Period, Shares, Conversion of Units | 2,244,152 | |||
Employee Share Option [Member] | ||||
Share Capital [Line Items] | ||||
Share based compensation, shares reserved for issuance | 228,143 | |||
Share based compensation, share option vesting schedule | <div style="font-family: "times new roman", serif; font-size: 10pt; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">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.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>" id="sjs-D41"><div style="font-family: 'times new roman', 'serif';font-size: 10pt;margin-bottom: 0;margin-left: 0.25in;margin-top: 0;text-align: justify;"><div style="font-family: "times new roman", serif; font-size: 10pt; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">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.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> | |||
Employee Stock Option One [Member] | ||||
Share Capital [Line Items] | ||||
Share based compensation, share option vesting schedule | <div style="font-family: "times new roman", serif; font-size: 10pt; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">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.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>" id="sjs-D44"><div style="font-family: 'times new roman', 'serif';font-size: 10pt;margin-bottom: 0;margin-left: 0.25in;margin-top: 0;text-align: justify;"><div style="font-family: "times new roman", serif; font-size: 10pt; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">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.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Contingency [Line Items] | ||
U.S. | $ (4,306,650) | $ (4,540,094) |
Canadian | (623,835) | (464,990) |
Other foreign | (107,664) | (24,764) |
Loss Before Income Tax | $ (5,038,149) | $ (5,029,848) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Deferred income tax assets: | ||
Non-capital loss carry-forwards | $ 10,646,900 | $ 12,164,100 |
Research and development tax credits | 1,117,100 | 947,300 |
Deferred expenses | 36,400 | 34,300 |
Property, plant and equipment | 0 | 2,200 |
Share issuance costs | 981,800 | 142,600 |
Deferred income tax liabilities: | ||
U.S. federal benefit (liability) of state deferred taxes | (666,700) | (923,700) |
Property, plant and equipment | (1,800) | 0 |
Valuation allowance | (12,113,700) | (12,366,800) |
Net deferred income tax asset (liability) | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Contingency [Line Items] | ||
Combined Canadian federal and provincial tax rates | 27.00% | 26.00% |
Expected income tax (recovery)/expense | $ (1,360,300) | $ (1,307,800) |
Nondeductible share-based payments | 41,700 | 30,000 |
Deductible share issuance costs | (287,300) | (66,300) |
Effect of income tax rate differences in the U.S. and Mexico | (33,500) | (624,400) |
Impact of tax rate changes | 2,906,100 | |
Foreign currency differences | 9,500 | (42,200) |
Other | (143,100) | (108,200) |
Change in valuation allowance on deferred tax assets | (1,132,300) | 2,119,700 |
Income tax expense | $ 800 | $ 800 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Current tax provision | ||
U.S. federal | $ 0 | $ 0 |
Canadian | 0 | 0 |
Other foreign | 0 | 0 |
State | 800 | 800 |
Deferred tax provision | ||
U.S. federal | 2,059,300 | (1,447,100) |
Canadian | (446,700) | (199,100) |
Other foreign | (22,600) | (5,200) |
State | (457,700) | (468,300) |
Change in valuation allowance on deferred tax assets | (1,132,300) | 2,119,700 |
Total | $ 800 | $ 800 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017 | Sep. 30, 2017USD ($) | Sep. 30, 2018CAD ($) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 27.00% | 26.00% | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 1,132,300 | $ (2,119,700) | |||
Domestic Tax Authority [Member] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 2,950,000 | ||||
Foreign Tax Authority [Member] | |||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 40,000 | ||||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 12.00% | 11.00% | |||
Federal [Member] | |||||
Operating Loss Carryforwards | $ 29,600,000 | $ 29,600,000 | |||
Federal [Member] | Earliest Tax Year [Member] | |||||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2030 | ||||
Federal [Member] | Latest Tax Year [Member] | |||||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2038 | ||||
Federal [Member] | Research Tax Credit Carryforward [Member] | |||||
Tax Credit Carryforward, Amount | 530,000 | $ 530,000 | |||
Federal [Member] | Research Tax Credit Carryforward [Member] | Earliest Tax Year [Member] | |||||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2030 | ||||
Federal [Member] | Research Tax Credit Carryforward [Member] | Latest Tax Year [Member] | |||||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2038 | ||||
California [Member] | |||||
Operating Loss Carryforwards | 29,200,000 | $ 29,200,000 | |||
California [Member] | Research Tax Credit Carryforward [Member] | |||||
Tax Credit Carryforward, Amount | $ 580,000 | $ 580,000 | |||
Canadian [Member] | |||||
Operating Loss Carryforwards | $ 8.7 | ||||
Canadian [Member] | Latest Tax Year [Member] | |||||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2038 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments in U.S. Treasury Bills | $ 6,078,031 | $ 1,994,401 |
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 | 6,078,031 | 1,994,401 |
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 Risk_2
Concentrations of Credit Risk (Details) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Customer Concentration Risk [Member] | Product sales and contract services revenue [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 59.00% | 79.00% |
Customer Concentration Risk [Member] | Accounts receivable [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 87.00% | |
Geographic Concentration Risk [Member] | Revenue [Member] | Europe [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 51.00% | 64.00% |
Geographic Concentration Risk [Member] | Revenue [Member] | North America [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 45.00% | 33.00% |
Geographic Concentration Risk [Member] | Revenue [Member] | Asia [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 4.00% | 3.00% |