Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Edesa Biotech, Inc. | |
Entity Central Index Key | 0001540159 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | A1 | |
Entity File Number | 001-37619 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,255,559 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 10,966,194 | $ 7,213,695 |
Accounts and other receivable | 7,810,139 | 87,446 |
Prepaid expenses and deposits | 2,642,026 | 802,877 |
Total current assets | 21,418,359 | 8,104,018 |
Non-current assets: | ||
Property and equipment, net | 16,129 | 14,815 |
Intangible asset, net | 2,432,950 | 2,483,536 |
Operating lease right-of-use assets | 134,252 | 160,006 |
Total assets | 24,001,690 | 10,762,375 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 4,543,123 | 1,460,127 |
Short-term operating lease liabilities | 77,012 | 69,730 |
Total current liabilities | 4,620,135 | 1,529,857 |
Non-current liabilities: | ||
Long-term payables | 47,646 | 29,928 |
Long-term operating lease liabilities | 61,125 | 94,460 |
Total liabilities | 4,728,906 | 1,654,245 |
Commitments (Note 6) | ||
Temporary equity: | ||
Convertible preferred shares | 0 | 2,476,955 |
Shareholders' equity: | ||
Authorized unlimited common and preferred shares without par value issued and outstanding: 13,246,559 common shares (September 30, 2020 - 9,615,119) | 34,602,637 | 18,500,853 |
Additional paid-in capital | 2,914,482 | 1,550,480 |
Accumulated other comprehensive loss | (194,257) | (287,204) |
Accumulated deficit | (18,050,078) | (13,132,954) |
Total shareholders' equity | 19,272,784 | 6,631,175 |
Total liabilities, shareholders' equity and temporary equity | $ 24,001,690 | $ 10,762,375 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Statement of Financial Position [Abstract] | ||
Capital shares, par value | $ 0 | $ 0 |
Capital shares, authorized | Unlimited | Unlimited |
Capital shares, issued | 13,246,559 | 9,615,119 |
Capital shares, outstanding | 13,246,559 | 9,615,119 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||||
Product sales | $ 0 | $ 110,516 | $ 0 | $ 218,316 |
Expenses: | ||||
Cost of sales | 0 | 10,037 | 0 | 13,815 |
Research and development | 7,975,304 | 502,814 | 9,354,958 | 1,030,812 |
General and administrative | 1,535,127 | 1,113,917 | 2,769,275 | 1,795,623 |
Total expenses | 9,510,431 | 1,626,768 | 12,124,233 | 2,840,250 |
Loss from operations | (9,510,431) | (1,516,252) | (12,124,233) | (2,621,934) |
Other income (loss): | ||||
Reimbursment grant income | 7,170,465 | 0 | 7,170,465 | 0 |
Interest income | 747 | 18,771 | 1,669 | 32,963 |
Foreign exchange loss | 80,032 | 7,845 | 55,300 | 5,802 |
Total other income (loss) | 7,251,244 | 26,616 | 7,227,434 | 38,765 |
Loss before income taxes | (2,259,187) | (1,489,636) | (4,896,799) | (2,583,169) |
Income tax expense | 800 | 0 | 800 | 800 |
Net loss | (2,259,987) | (1,489,636) | (4,897,599) | (2,583,969) |
Exchange differences on translation | (10,480) | (39,908) | 92,947 | (21,794) |
Net comprehensive loss | $ (2,270,467) | $ (1,529,544) | $ (4,804,652) | $ (2,605,763) |
Weighted average number of common shares | 11,641,201 | 8,740,065 | 10,894,441 | 8,118,891 |
Loss per share - basic and diluted | $ (0.19) | $ (0.17) | $ (0.45) | $ (0.32) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (4,897,599) | $ (2,583,969) |
Adjustments for: | ||
Depreciation and amortization | 58,647 | 5,054 |
Share-based compensation | 1,190,347 | 388,775 |
Change in working capital items: | ||
Accounts and other receivable | (7,564,714) | 127,146 |
Prepaid expenses and other assets | (1,928,522) | 27,030 |
Accounts payable and accrued liabilities | 2,951,784 | 75,805 |
Net cash used in operating activities | (10,190,057) | (1,960,159) |
Cash flows from investing activities: | ||
Proceeds on sales of property and equipment | 0 | 43,184 |
Purchase of property and equipment | (4,098) | (825) |
Purchase of short-term investments | 0 | (500,000) |
Proceeds from maturities of short-term investments | 0 | 500,000 |
Net cash provided by investing activities | (4,098) | 42,359 |
Cash flows from financing activities: | ||
Proceeds from issuance of common shares | 12,793,591 | 4,360,500 |
Proceeds from exercise of warrants | 1,467,536 | 0 |
Proceeds from exercise of share options | 26,079 | 0 |
Payments for issuance costs | (349,408) | (468,699) |
Net cash provided by financing activities | 13,937,798 | 3,891,801 |
Effect of exchange rate changes on cash and cash equivalents | 8,856 | (14,654) |
Net change in cash and cash equivalents | 3,752,499 | 1,959,347 |
Cash and cash equivalents, beginning of period | 7,213,695 | 5,030,583 |
Cash and cash equivalents, end of period | 10,966,194 | 6,989,930 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Preferred shares converted from temporary equity to common shares | 2,496,480 | 0 |
Issuance costs withheld from gross proceeds from issuance of common shares | 955,950 | 0 |
Fair value of compensation warrants to underwriter | 407,023 | 0 |
Fair value of placement agent warrants | $ 0 | $ 18,051 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Common Shares | Common Shares Subscribed | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Beginning balance, shares at Sep. 30, 2019 | 7,504,468 | |||||
Beginning balance, amount at Sep. 30, 2019 | $ 12,005,051 | $ 0 | $ 327,768 | $ (342,074) | $ (6,734,615) | $ 5,256,130 |
Issuance of common shares in equity offering, shares | 1,354,691 | |||||
Issuance of common shares in equity offering, amount | $ 3,070,358 | 1,290,142 | 4,360,500 | |||
Issuance costs | $ (342,735) | (125,964) | (468,699) | |||
Share-based compensation | 388,775 | 388,775 | ||||
Net loss and comprehensive loss | (21,794) | (2,583,969) | (2,605,763) | |||
Ending balance, shares at Mar. 31, 2020 | 8,859,159 | |||||
Ending balance, amount at Mar. 31, 2020 | $ 14,732,674 | 0 | 1,880,721 | (363,868) | (9,318,584) | 6,930,943 |
Beginning balance, shares at Sep. 30, 2019 | 7,504,468 | |||||
Beginning balance, amount at Sep. 30, 2019 | $ 12,005,051 | 0 | 327,768 | (342,074) | (6,734,615) | 5,256,130 |
Issuance of common shares upon exercise of warrants, shares | 751,510 | |||||
Issuance of common shares upon exercise of warrants, amount | $ 3,754,265 | |||||
Issuance of common shares in equity offering, shares | 1,354,691 | |||||
Issuance of common shares in equity offering, amount | $ 3,070,358 | |||||
Issuance costs | $ (349,756) | |||||
Ending balance, shares at Sep. 30, 2020 | 9,615,119 | |||||
Ending balance, amount at Sep. 30, 2020 | $ 18,500,853 | 0 | 1,550,480 | (287,204) | (13,132,954) | 6,631,175 |
Beginning balance, shares at Dec. 31, 2019 | 7,504,468 | |||||
Beginning balance, amount at Dec. 31, 2019 | $ 12,005,051 | 45,000 | 336,543 | (323,960) | (7,828,948) | 4,233,686 |
Issuance of common shares in equity offering, shares | 1,354,691 | |||||
Issuance of common shares in equity offering, amount | $ 3,070,358 | (45,000) | 1,290,142 | 4,315,500 | ||
Issuance costs | $ (342,735) | (125,964) | (468,699) | |||
Net loss and comprehensive loss | (39,908) | (1,489,636) | (1,529,544) | |||
Ending balance, shares at Mar. 31, 2020 | 8,859,159 | |||||
Ending balance, amount at Mar. 31, 2020 | $ 14,732,674 | 0 | 1,880,721 | (363,868) | (9,318,584) | 6,930,943 |
Beginning balance, shares at Sep. 30, 2020 | 9,615,119 | |||||
Beginning balance, amount at Sep. 30, 2020 | $ 18,500,853 | 0 | 1,550,480 | (287,204) | (13,132,954) | 6,631,175 |
Issuance of common shares upon exercise of warrants, shares | 341,806 | |||||
Issuance of common shares upon exercise of warrants, amount | $ 1,681,936 | (214,400) | 1,467,536 | |||
Issuance of common shares in equity offering, shares | 2,148,963 | |||||
Issuance of common shares in equity offering, amount | $ 13,749,541 | 13,749,541 | ||||
Issuance costs including fair value of underwriter warrants | (1,871,220) | 407,023 | (1,464,197) | |||
Issuance of common shares upon exercise of share options, shares | 10,746 | |||||
Issuance of common shares upon exercise of share options, amount | $ 45,047 | (18,968) | 26,079 | |||
Issuance of common shares upon conversion of preferred shares, shares | 1,129,925 | |||||
Issuance of common shares upon conversion of preferred shares, amount | $ 2,496,480 | 2,496,480 | ||||
Issuance costs | $ (1,871,220) | |||||
Preferred return on convertible preferred shares | (19,525) | (19,525) | ||||
Share-based compensation | 1,190,347 | 1,190,347 | ||||
Net loss and comprehensive loss | 92,947 | (4,897,599) | (4,804,652) | |||
Ending balance, shares at Mar. 31, 2021 | 13,246,559 | |||||
Ending balance, amount at Mar. 31, 2021 | $ 34,602,637 | 0 | 2,914,482 | (194,257) | (18,050,078) | 19,272,784 |
Beginning balance, shares at Dec. 31, 2020 | 10,523,087 | |||||
Beginning balance, amount at Dec. 31, 2020 | $ 21,696,459 | 0 | 2,156,719 | (183,777) | (15,784,177) | 7,885,224 |
Issuance of common shares upon exercise of warrants, shares | 98,437 | |||||
Issuance of common shares upon exercise of warrants, amount | $ 570,228 | (97,731) | 472,497 | |||
Issuance of common shares in equity offering, shares | 1,979,210 | |||||
Issuance of common shares in equity offering, amount | $ 12,723,013 | 12,723,013 | ||||
Issuance costs including fair value of underwriter warrants | $ (1,810,237) | 407,023 | (1,403,214) | |||
Issuance of common shares upon exercise of share options, shares | 10,746 | |||||
Issuance of common shares upon exercise of share options, amount | $ 45,047 | (18,968) | 26,079 | |||
Preferred return on convertible preferred shares | (5,914) | (5,914) | ||||
Share-based compensation | 467,439 | 467,439 | ||||
Net loss and comprehensive loss | (10,480) | (2,259,987) | (2,270,467) | |||
Ending balance, shares at Mar. 31, 2021 | 13,246,559 | |||||
Ending balance, amount at Mar. 31, 2021 | $ 34,602,637 | $ 0 | $ 2,914,482 | $ (194,257) | $ (18,050,078) | $ 19,272,784 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Edesa Biotech, Inc. (the “Company” or “Edesa”) is a biopharmaceutical company focused on acquiring, developing and commercializing clinical- stage drugs for inflammatory and immune-related diseases with clear unmet medical needs. The Company is organized under the laws of British Columbia, Canada and is headquartered in Markham, Ontario, Canada. The Company’s common shares trade on The Nasdaq Capital Market in the United States under the symbol “EDSA”. Impact of COVID-19 The ongoing COVID-19 pandemic has severely impacted global economic activity and has caused material disruptions to almost every industry directly or indirectly. The full impact of the pandemic remains uncertain and ongoing developments related to the pandemic may cause material impacts to the Company’s future operations, clinical study timelines and financial results. While the full impact of the COVID-19 pandemic to business and operating results presents additional uncertainty, the Company’s management continues to use reasonably available information to assess impacts of COVID-19 on the Company’s business plans and financial condition. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q. They do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP for complete financial statements. These condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2020, which were filed with the Securities and Exchange Commission (SEC) on December 7, 2020. The accompanying condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Edesa Biotech Research, Inc., an Ontario corporation, and Edesa Biotech USA, Inc., a California corporation in the U.S. All intercompany balances and transactions have been eliminated in consolidation. All adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included in the interim periods. Operating results for the six months ended March 31, 2021 are not necessarily indicative of the results that may be expected for other interim periods or the fiscal year ending September 30, 2021. Use of estimates The preparation of the unaudited condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed interim consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Areas where significant judgment is involved in making estimates are valuation of accounts and other receivable; valuation and useful lives of property and equipment; intangible assets; operating lease right-of-use assets; deferred income taxes; classification of convertible preferred shares as liability or equity; the determination of fair value of share-based compensation; the determination of fair value of warrants in order to allocate proceeds from equity issuances and assign value to underwriter warrants; and forecasting future cash flows for assessing the going concern assumption. Functional and reporting currencies The condensed interim consolidated financial statements of the Company are presented in U.S. dollars, unless otherwise stated, which is the Company’s and its wholly owned subsidiary’s, Edesa Biotech USA, Inc., functional currency. The functional currency of the Company’s wholly owned subsidiary, Edesa Biotech Research, Inc., as determined by management, is Canadian dollars. Future accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, |
Property and Equipment
Property and Equipment | 6 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consisted of the following: March 31, 2021 September 30, 2020 Computer equipment $ 39,550 $ 34,651 Furniture and equipment 6,043 5,694 45,593 40,345 Less: accumulated depreciation (29,464 ) (25,530 ) Total property and equipment, net $ 16,129 $ 14,815 Depreciation expense amounted to $1,619 and $2,651 for the three months ended March 31, 2021 and 2020, respectively, and $3,934 and $5,054 for the six months ended March 31, 2021 and 2020, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Acquired License In April 2020, the Company entered into a license agreement with a pharmaceutical development company to obtain exclusive world-wide rights to know-how, patents and data relating to certain monoclonal antibodies ("the Constructs"), including sublicensing rights. Unless earlier terminated, the term of the license agreement will remain in effect for 25 years from the date of first commercial sale of licensed products containing the Constructs. Subsequently, the license agreement will automatically renew for five-year periods unless either party terminates the agreement in accordance with its terms. Under the license agreement, the Company is exclusively responsible, at its expense, for the research, development manufacture, marketing, distribution and commercialization of the Constructs and licensed products and to obtain all necessary licenses and rights. The Company is required to use commercially reasonable efforts to develop and commercialize the Constructs in accordance with the terms of a development plan established by the parties. The Company has determined that the license has multiple alternative future uses in research and development projects and sublicensing in other countries or for other disease indications. The value of the acquired license is recorded as an intangible asset with amortization over the estimated useful life of 25 years and evaluation for impairment quarterly. The required upfront license payment of $2.5 million was paid by the issuance of Series A-1 Convertible Preferred Shares. The value of the license includes acquisition legal costs. The license agreement requires certain development, approval and commercialization milestone payments contingent on certain future events. The Company also has a commitment to pay royalties based on any net sales of licensed products and a percentage of any sublicensing revenue. See Note 6 for license commitments and Note 7 for convertible preferred shares in temporary equity. Intangible assets, net consisted of the following March 31, 2021 September 30, 2020 The Constructs $ 2,529,483 $ 2,529,483 Less: accumulated amortization (96,533 ) (45,947 ) Total intangible assets, net $ 2,432,950 $ 2,483,536 Amortization expense amounted to $25,293 and $50,586 for the three and six months ended March 31, 2021, respectively. There was no amortization expense for the three and six months ended March 31, 2020. Total estimated future amortization of intangible assets for each fiscal year is as follows: Year Ending September 30, 2021 $ 50,586 September 30, 2022 101,172 September 30, 2023 101,172 September 30, 2024 101,172 September 30, 2025 101,172 Thereafter 1,977,676 $ 2,432,950 |
Leases
Leases | 6 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Related party operating lease The Company leases facilities used for executive offices from a related company for a six-year term through December 2022, with an option to renew for an additional two-year term. The option period is not included in the operating lease right-of-use assets and liabilities. The gross amounts of assets and liabilities related to operating leases on the Balance Sheets were as follows: March 31, 2021 September 30, 2020 Assets: Operating lease right-of-use assets $ 134,252 $ 160,006 Liabilities: Current: Short-term operating lease liabilities $ 77,012 $ 69,730 Long-term: Long-term operating lease liabilities 61,125 94,460 Total lease liabilities $ 138,137 $ 164,190 The components of lease cost were as follows: Three Months Ended Six Months Ended March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 Operating lease cost, included in general and administrative expenses on the Statements of Operations $ 20,253 $ 19,131 $ 39,941 38,571 Lease terms and discount rates were as follows: March 31, 2021 September 30, 2020 Remaining lease term (months): 21 27 Estimated incremental borrowing rate: 6.5 % 6.5 % The approximate future minimum lease payments under operating leases at March 31, 2021 were as follows: Year Ending September 30, 2021 $ 41,862 September 30, 2022 83,724 September 30, 2023 20,931 Total lease payment 146,517 Less imputed interest 8,380 Present value of lease liabilities 138,137 Less current installments 77,012 Long-term lease liabilities excluding current installments $ 61,125 Cash flow information was as follows: Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities, included in accounts payable and accrued liabilities on the Statements of Cash Flows $ 39,942 $ 38,572 The Company leased facilities through its California subsidiary under two operating leases that expired in September 2020. Total rent under these leases included in general and administrative expenses was $55,068 and $109,847 for the three and six months ended March 31, 2020, respectively. There was no rent under these leases during the three and six months ended March 31, 2021. |
Commitments
Commitments | 6 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Research and other commitments The Company has commitments for contracted research organizations who perform clinical trials for the Company’s ongoing clinical studies, other service providers and the drug substance acquired in connection with a license agreement. Aggregate future contractual payments at March 31, 2021 are as follows: Year Ending September 30, 2021 $ 1,808,000 September 30, 2022 3,025,000 September 30, 2023 156,000 September 30, 2024 63,000 $ 5,052,000 In April 2020, through its Ontario subsidiary, the Company entered into a license agreement with a third party to obtain exclusive world-wide rights to certain know-how, patents and data relating to certain monoclonal antibodies ("the Constructs"), including sublicensing rights. An intangible asset for the acquired license has been recognized. See Note 4 for intangible asset. Under the license agreement, the Company recorded an expense of $3.5 million as a result of meeting a milestone during the three months ended March 31, 2021 and is committed to remaining payments of up to an aggregate amount of $352.5 million contingent upon meeting certain milestones outlined in the license agreement, primarily relating to future potential commercial approval and sales milestones. The Company also has a commitment to pay royalties based on any net sales of the products in the countries where the Company directly commercializes the products containing the Constructs and a percentage of any sublicensing revenue received by the Company and its affiliates in the countries where it does not directly commercialize the products containing the Constructs. No royalty or sublicensing payments were made to the third party during the three and six months ended March 31, 2021 and 2020. In connection with this license agreement and pursuant to a purchase agreement entered into in April 2020, the Company acquired drug substance of one of the Constructs for an aggregate purchase price of $5.0 million, payable in two future installments, the first when the Company is ready to initiate a Phase 2 trial and the second when the Company is ready to initiate a Phase 3 trial. A payment of $2.5 million was made for the drug substance during the three months ended March 31, 2021. The remaining purchase commitment is included in the table above for the year ending September 30, 2022. In 2016, through its Ontario subsidiary, the Company entered into a license agreement with a third party to obtain exclusive rights to certain know- how, patents and data relating to a pharmaceutical product. The Company will use the exclusive rights to develop the product for therapeutic, prophylactic and diagnostic uses in topical dermal applications and anorectal applications. No intangible assets have been recognized under the license agreement with the third party. Under the license agreement, the Company is committed to payments of various amounts to the third party upon meeting certain milestones outlined in the license agreement, up to an aggregate amount of $18.6 million. Upon divestiture of substantially all of the assets of the Company, the Company shall pay the third party a percentage of the valuation of the licensed technology sold as determined by an external objective expert. The Company also has a commitment to pay the third party a royalty based on net sales of the product in countries where the Company, or an affiliate, directly commercializes the product and a percentage of sublicensing revenue received by the Company and its affiliates in the countries where it does not directly commercialize the product. No license or royalty payments were made to the third party during the three and six months ended March 31, 2021 and 2020. In March 2021, through its Ontario subsidiary, the Company entered into a license agreement with the inventor of the same pharmaceutical product to acquire global rights for all fields of use beyond those named under the 2016 license agreement. Under the 2021 license agreement, the Company is committed to payments of various amounts to the inventor upon meeting certain milestones outlined in the license agreement, up to an aggregate amount of $69.2 million, primarily relating to future potential commercial approval and sales milestones. In addition, if the Company fails to file an investigational new drug application or foreign equivalent (“IND”) for the product within a certain period of time following the date of the agreement, the Company is required to remit to the inventor a fixed license fee annually as long as the requirement to file an IND remains unfulfilled. Related party patent royalty commitments In August 2002, through its California subsidiary, the Company entered into a patent royalty agreement with a director of the Company, whereby he would receive royalty payments in exchange for assignment of his patent rights to the Company. The royalty is 5% of gross receipts in excess of $500,000 annually from legacy products using this invention. There were no royalty expenses during the three and six months ended March 31, 2021 and 2020. Retirement savings plan 401(k) contributions Executive officers and employees of the California subsidiary are eligible to receive the Company’s non-elective safe harbor employer contribution of 3% of eligible compensation under a 401(k) plan to provide retirement benefits. Employees are 100% vested in employer contributions and in any voluntary employee contributions. Contributions to the 401(k) plan were $9,990 and $2,979 during the three months ended March 31, 2021 and 2020, respectively and $14,629 and $4,535 during the six months ended March 31, 2021 and 2020, respectively. |
Temporary Equity
Temporary Equity | 6 Months Ended |
Mar. 31, 2021 | |
Temporary equity: | |
Temporary Equity | Series A-1 Convertible Preferred Shares As described in Notes 4 and 6, in April 2020, the Company issued 250 convertible preferred shares valued at $2.5 million designated as Series A-1 Convertible Preferred Shares (the “Series A-1 Shares). The Series A-1 Shares have no par value, a stated value of $10,000 per share and rank, with respect to redemption payments, rights upon liquidation, dissolution or winding-up of the Company, or otherwise, senior in preference and priority to the Company’s common shares. Subject to certain exceptions and adjustments for share splits, each Series A-1 Share is convertible six months after its date of issuance into a number of the Company’s common shares calculated by dividing (i) the sum of the stated value of such Series A-1 Share plus a return equal to 3% of the stated value of such Series A-1 Share per annum (collectively, the “Preferred Amount”) by (ii) a fixed conversion price of $2.26. Because the convertible preferred shares are redeemable outside the control of the Company, they are presented as temporary equity rather than permanent shareholders’ equity until they are converted or redeemed. At March 31, 2021 all 250 Series A-1 Shares have been converted to common shares. Issued and outstanding Series A-1 Convertible Preferred Shares: Series A-1 Convertible Preferred Shares (#) Series A-1 Convertible Preferred Shares Balance – September 30, 2019 - $ - Issuance of convertible preferred shares 250 2,500,000 Convertible preferred share issuance costs - (57,154 ) Preferred return on convertible preferred shares - 34,109 Balance – September 30, 2020 250 $ 2,476,955 Preferred return on convertible preferred shares - 19,525 Conversion to common shares (250 ) (2,496,480 ) Balance – March 31, 2021 - $ - |
Capital Shares
Capital Shares | 6 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Capital Shares | Equity Offerings On March 2, 2021, the Company closed an underwritten offering of 1,562,500 common shares, no par value, at a price to the public of $6.40 per share less underwriting discounts and commissions. Gross proceeds from the offering amounted to $10,000,000. The Company granted to the underwriters a 30-day option to purchase up to an additional 234,375 common shares. The underwriters option expired subsequent to March 31, 2021 with no further shares issued. On the closing date the Company issued Underwriter Warrants to purchase an aggregate of up to 109,375 common shares at an exercise price of $8.00 per share, expiring on February 26, 2026. The direct costs related to the issuance of the common shares were $1,145,010. These direct costs were recorded as an offset against gross proceeds. The Company also recorded the fair value of underwriter warrants in the amount of $407,023 as share based compensation to non-employees under additional paid-in capital and an offset against gross proceeds. On January 8, 2020, the Company closed a registered direct offering of 1,354,691 common shares, no par value and a concurrent private placement of Class A Purchase Warrants to purchase an aggregate of up to 1,016,036 common shares and Class B Purchase Warrants to purchase an aggregate of up to 677,358 common shares. Gross proceeds from the offering amounted to $4,360,500. The Class A Purchase Warrants were exercisable on or after July 8, 2020, at an exercise price of $4.80 per share and will expire on July 8, 2023. The Class B Purchase Warrants were exercisable on or after July 8, 2020, at an exercise price of $4.00 per share and expired on November 8, 2020. In connection with the offering, the Company also issued warrants to purchase an aggregate of 12,364 common shares to certain affiliated designees of the placement agent as part of the placement agent’s compensation. The placement agent warrants were exercisable on or after July 6, 2020, at an exercise price of $3.20 per share, and will expire on January 6, 2025. The warrants are considered contracts on the Company’s own shares and are classified as equity. The Company allocated gross proceeds with $3,070,358 as the value of common shares and $1,008,743 as the value of Class A Purchase Warrants and $281,399 as the value of Class B Purchase Warrants under additional paid-in capital in the condensed interim consolidated statements of changes in shareholders’ equity on a relative fair value basis. The direct costs related to the issuance of the common shares and warrants were $468,699. These direct costs were recorded as an offset against gross proceeds with $330,025 being recorded under common shares and $138,674 being recorded under additional paid-in capital on a relative fair value basis. The Company also recorded the fair value of placement agent warrants in the amount of $18,051 as share based compensation to nonemployees under additional paid-in capital and an offset against gross proceeds with $12,710 being recorded under common shares and $5,341 being recorded under additional paid-in capital on a relative fair value basis. Equity Distribution Agreement In September 2020, the Company entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (“RBCCM”), as sales agent, pursuant to which the Company could offer and sell, from time to time, common shares through an at-the-market equity offering program for up to $9.2 million in gross cash proceeds. The agreement was terminated on February 25, 2021. During the six months ended March 31, 2021, 586,463 shares were sold under the distribution agreement, resulting in $3,749,542 in gross proceeds. The commissions and direct costs of the offering program totaled $319,188 and were recorded as an offset against gross proceeds. Black-Scholes option valuation model The Company uses the Black-Scholes option valuation model to determine the fair value of share-based compensation for share options and compensation warrants granted and the fair value of warrants issued. Option valuation models require the input of highly subjective assumptions including the expected price volatility. The Company calculates expected volatility based on historical volatility of the Company’s share price. When there is insufficient data available, the Company uses a peer group that is publicly traded to calculate expected volatility. The Company adopted interest-free rates by reference to the U.S. treasury yield rates. The Company calculated the fair value of share options granted based on the expected life of 5 years, considering expected forfeitures during the option term of 10 years. Expected life of warrants is based on warrant terms. The Company did not and is not expected to declare any dividends. 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 and share options. Warrants A summary of the Company’s warrants activity is as follows: Number of Warrant Shares (#) Weighted Average Exercise Price Balance – September 30, 2019 48,914 $ 11.19 Issued 1,705,758 4.47 Exercised (761,951 ) 4.31 Balance – September 30, 2020 992,721 $ 4.92 Issued 109,375 8.00 Exercised (341,806 ) 4.29 Balance – March 31, 2021 760,290 $ 5.65 The following table summarizes information about the warrants outstanding at March 31, 2021: Number of Warrants (#) Exercise Prices Expiry Dates 28,124 $ 15.90 May 2023 603,529 $ 4.80 July 2023 7,484 $ 4.81 June 2024 11,778 $ 3.20 January 2025 109,375 $ 8.00 February 2025 760,290 The weighted average contractual life remaining on the outstanding warrants at March 31, 2021 is 30 months. The fair value of warrants issued during the six months ended March 31, 2021 and 2020 was estimated using the Black-Scholes option valuation model using the following assumptions: Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Underwriter Warrants Class A Warrants Class B Warrants Placement Agent Warrants Risk free interest rate 0.67% 1.61% 1.55% 1.61% Expected life 5 years 3.5 years 0.83 years 5 years Expected share price volatility 94.20% 103.81% 134.15% 101.89% Expected dividend yield 0.00% 0.00% 0.00% 0.00% Share Options The Company adopted an Equity Incentive Compensation Plan in 2019 (the 2019 Plan) administered by the Board of Directors. Options, restricted shares and restricted share units are eligible for grant under the 2019 Plan. The number of shares available for issuance under the 2019 Plan at March 31, 2021 was 1,137,951, including shares available for the exercise of outstanding options. Subsequent to March 31, 2021, the shareholders of the Company approved an amendment to the 2019 Plan that increased the shares available for issuance by 1,497,000. The Company's 2019 Plan allows options to be granted to directors, officers, employees and certain external consultants and advisers. Under the 2019 Plan, the option term is not to exceed 10 years and the exercise price and vesting of each option is determined by the independent members of the Board of Directors. Options have been granted under the 2019 Plan allowing the holders to purchase common shares of the Company as follows: Number of Options (#) Weighted Average Exercise Price Balance – September 30, 2019 319,645 $ 3.39 Granted 366,365 3.35 Exercised (4,450 ) 2.60 Forfeited (5,790 ) 2.73 Expired (333 ) 145.20 Balance – September 30, 2020 675,437 $ 3.30 Granted 450,000 7.35 Exercised (10,746 ) 2.44 Forfeited (19,066 ) 6.07 Expired (238 ) 768.60 Balance – March 31, 2021 1,095,387 $ 4.79 The following table summarizes information about the options under the Incentive Plan outstanding and exercisable at March 31, 2021: Number of Options (#) Exercisable at March 31, 2021 (#) Range of Exercise Prices Expiry Dates 214 214 $ 638.40 Nov 2021 238 238 $ 304.08 Dec 2022 3,499 3,499 $ 35.28 - 93.24 Sep 2023-Mar 2025 305,403 300,543 $ 2.16 Aug 2027-Dec 2028 335,365 191,802 $ 3.16 Feb 2030 430,668 72,800 $ 7.44 - 8.07 Sep 2030-Oct 2030 20,000 834 $ 5.25 - 5.65 Jan 2031-Mar 2031 1,095,387 569,930 The weighted average contractual life remaining on the outstanding options at March 31, 2021 is 101 months. On January 28, 2021 and March 30, 2021, the independent directors of the Board of Directors granted a total of 20,000 options to new employees of the Company pursuant to the 2019 Plan. The options have a term of 10 years with monthly vesting in equal proportions over 36 months beginning on the monthly anniversary of the grant date following 90 days of employment, and an exercise price equal to the Nasdaq closing price on the grant dates. On February 12, 2020, the independent directors of the Board of Directors granted a total of 352,365 options to directors, officers and employees of the Company pursuant to the 2019 Plan. The options have a term of 10 years with 33% vesting on the grant date, with a pro rata amount of the balance vesting monthly for the next 36 months and an exercise price equal to the Nasdaq closing price on the grant date. The fair value of options granted during the six months ended March 31, 2021 and 2020 was estimated using the Black-Scholes option valuation model using the following assumptions: Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Risk free interest rate 0.31%-0.90 % 1.45 % Expected life 5 years 5 years Expected share price volatility 94.27%-97.28 % 104.14 % Expected dividend yield 0.00 % 0.00 % The Company recorded $467,439 and $380,000 of share-based compensation expenses for the three months ended March 31, 2021 and 2020, respectively and $1,190,347 and $388,775 of share-based compensation expenses for the six months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the Company had approximately $1,447,000 of unrecognized share-based compensation expense, which is expected to be recognized over a period of 36 months. Issued and outstanding common shares Number of Common Shares (#) Common Shares Balance – September 30, 2019 7,504,468 $ 12,005,051 Common shares issued in equity offering 1,354,691 3,070,358 Common shares issued upon exercise of warrants 751,510 3,754,265 Common shares issued upon exercise of share options 4,450 20,935 Share issuance costs - (349,756 ) Balance – September 30, 2020 9,615,119 $ 18,500,853 Common shares issued in equity offerings 2,148,963 13,749,541 Common shares issued upon exercise of warrants 341,806 1,681,936 Common shares issued upon exercise of share options 10,746 45,047 Common shared issued upon conversion of preferred shares 1,129,925 2,496,480 Share issuance costs - (1,871,220 ) Balance – March 31, 2021 13,246,559 $ 34,602,637 |
Grant Income and Receivable
Grant Income and Receivable | 6 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Grant Income and Receivable | Grant income for the Company’s federal grant with the Canadian government’s Strategic Innovation Fund (SIF) is recorded based on the claim period. Claims during the three months ended March 31, 2021 included reimbursement of eligible costs from the eligibility date in the SIF contribution agreement to March 31, 2021. At March 31, 2021, grant reimbursements receivable of $7,170,465 were included in accounts and other receivable. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | (a) Fair values 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 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. Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three levels of inputs that may be used to measure fair value: ● Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active. ● Level 3 - Unobservable inputs for the asset or liability that are supported by little or no market activity. The carrying value of certain financial instruments such as cash and cash equivalents, accounts and other receivable, accounts payable and accrued liabilities approximates fair value due to the short-term nature of such instruments. (b) Interest rate and credit risk Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in interest rates. The Company does not believe that the results of operations or cash flows would be affected to any significant degree by a significant change in market interest rates, relative to interest rates on cash and cash equivalents due to the short-term nature of these balances. The Company is also exposed to credit risk at period end from the carrying value of its cash and cash equivalents and accounts and other receivable. The Company manages this risk by maintaining bank accounts with Canadian Chartered Banks, U.S. banks believed to be credit worthy, U.S. Treasury Bills and money market mutual funds of U.S. government securities. The Company’s cash is not subject to any external restrictions. The Company assesses the collectability of accounts receivable through a review of the current aging, as well as an analysis of historical collection rates, general economic conditions and credit status of customers. Credit risk for HST refunds receivable and reimbursement grant receivable is not considered significant since amounts are due from the Canada Revenue Agency and Canadian Strategic Innovation Fund. (c) Foreign exchange risk The Company’s subsidiary has balances in Canadian dollars that give rise to exposure to foreign exchange (“FX”) risk relating to the impact of translating certain non-U.S. dollar balance sheet accounts as these statements are presented in U.S. dollars. A strengthening U.S. dollar will lead to a FX loss while a weakening U.S. dollar will lead to a FX gain. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks. At March 31, 2021, the Company’s Ontario subsidiary had assets of C$14.5 million and the U.S. dollar was equal to 1.2593 Canadian dollars. Based on the exposure at March 31, 2021, a 10% annual change in the Canadian/U.S. exchange rate would impact the Company’s loss and other comprehensive loss by approximately $1.45 million. (d) Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty raising liquid funds to meet commitments as they fall due. In meeting its liquidity requirements, the Company closely monitors its forecasted cash requirements with expected cash drawdown. |
Segmented Information
Segmented Information | 6 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segmented Information | The Company's operations comprise a single reportable segment engaged in the research and development, manufacturing and commercialization of innovative pharmaceutical products. As the operations comprise a single reportable segment, amounts disclosed in the financial statements for loss for the period, depreciation and total assets also represent segmented amounts. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share, Basic [Abstract] | |
Loss Per Share | The Company had securities outstanding which could potentially dilute basic EPS in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would have been anti-dilutive. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | During the periods presented, the Company incurred the following related party transactions: ● During the three months ended March 31, 2021 and 2020, the Company incurred rent expense of $20,254 and $19,131, respectively, from a related company and $39,942 and $38,571 for the six months ended March 31, 2021 and 2020, respectively. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by both parties. ● During the six months ended March 31, 2020, accounts payable and accrued liabilities of $23,457 at September 30, 2019 was paid to a director for royalties on product sales by the California subsidiary during 2019. No royalty expenses were incurred since 2019. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent to March 31, 2021, the independent directors of the Board of Directors granted a total of 688,000 options to directors, officers, employees and 12 36 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | March 31, 2021 September 30, 2020 Computer equipment $ 39,550 $ 34,651 Furniture and equipment 6,043 5,694 45,593 40,345 Less: accumulated depreciation (29,464 ) (25,530 ) Total property and equipment, net $ 16,129 $ 14,815 |
Intagible Assets (Tables)
Intagible Assets (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | March 31, 2021 September 30, 2020 The Constructs $ 2,529,483 $ 2,529,483 Less: accumulated amortization (96,533 ) (45,947 ) Total intangible assets, net $ 2,432,950 $ 2,483,536 |
Estimated future amortization of intagible assets | Year Ending September 30, 2021 $ 50,586 September 30, 2022 101,172 September 30, 2023 101,172 September 30, 2024 101,172 September 30, 2025 101,172 Thereafter 1,977,676 $ 2,432,950 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lease assets and liabilities | March 31, 2021 September 30, 2020 Assets: Operating lease right-of-use assets $ 134,252 $ 160,006 Liabilities: Current: Short-term operating lease liabilities $ 77,012 $ 69,730 Long-term: Long-term operating lease liabilities 61,125 94,460 Total lease liabilities $ 138,137 $ 164,190 |
Lease cost components | Three Months Ended Six Months Ended March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 Operating lease cost, included in general and administrative expenses on the Statements of Operations $ 20,253 $ 19,131 $ 39,941 38,571 |
Lease terms and discount rates | March 31, 2021 September 30, 2020 Remaining lease term (months): 21 27 Estimated incremental borrowing rate: 6.5% 6.5% |
Future minimum lease payments | Year Ending September 30, 2021 $ 41,862 September 30, 2022 83,724 September 30, 2023 20,931 Total lease payment 146,517 Less imputed interest 8,380 Present value of lease liabilities 138,137 Less current installments 77,012 Long-term lease liabilities excluding current installments $ 61,125 |
Cash paid-lease liabilities | Six Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities, included in accounts payable and accrued liabilities on the Statements of Cash Flows $ 39,942 $ 38,572 |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future contractual payments | Year Ending September 30, 2021 $ 1,808,000 September 30, 2022 3,025,000 September 30, 2023 156,000 September 30, 2024 63,000 $ 5,052,000 |
Temporary Equity (Tables)
Temporary Equity (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Temporary equity: | |
Temporary equity | Series A-1 Convertible Preferred Shares (#) Series A-1 Convertible Preferred Shares Balance – September 30, 2019 - $ - Issuance of convertible preferred shares 250 2,500,000 Convertible preferred share issuance costs - (57,154 ) Preferred return on convertible preferred shares - 34,109 Balance – September 30, 2020 250 $ 2,476,955 Preferred return on convertible preferred shares - 19,525 Conversion to common shares (250 ) (2,496,480 ) Balance – March 31, 2021 - $ - |
Capital Shares (Tables)
Capital Shares (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Warrant activity | Number of Warrant Shares (#) Weighted Average Exercise Price Balance – September 30, 2019 48,914 $ 11.19 Issued 1,705,758 4.47 Exercised (761,951 ) 4.31 Balance – September 30, 2020 992,721 $ 4.92 Issued 109,375 8.00 Exercised (341,806 ) 4.29 Balance – March 31, 2021 760,290 $ 5.65 |
Warrants outstanding | Number of Warrants (#) Exercise Prices Expiry Dates 28,124 $ 15.90 May 2023 603,529 $ 4.80 July 2023 7,484 $ 4.81 June 2024 11,778 $ 3.20 January 2025 109,375 $ 8.00 February 2025 760,290 |
Warrant valuation model | Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Underwriter Warrants Class A Warrants Class B Warrants Placement Agent Warrants Risk free interest rate 0.67% 1.61% 1.55% 1.61% Expected life 5 years 3.5 years 0.83 years 5 years Expected share price volatility 94.20% 103.81% 134.15% 101.89% Expected dividend yield 0.00% 0.00% 0.00% 0.00% |
Stock option activity | Number of Options (#) Weighted Average Exercise Price Balance – September 30, 2019 319,645 $ 3.39 Granted 366,365 3.35 Exercised (4,450 ) 2.60 Forfeited (5,790 ) 2.73 Expired (333 ) 145.20 Balance – September 30, 2020 675,437 $ 3.30 Granted 450,000 7.35 Exercised (10,746 ) 2.44 Forfeited (19,066 ) 6.07 Expired (238 ) 768.60 Balance – March 31, 2021 1,095,387 $ 4.79 |
Stock options outstanding | Number of Options (#) Exercisable at March 31, 2021 (#) Range of Exercise Prices Expiry Dates 214 214 $ 638.40 Nov 2021 238 238 $ 304.08 Dec 2022 3,499 3,499 $ 35.28 - 93.24 Sep 2023-Mar 2025 305,403 300,543 $ 2.16 Aug 2027-Dec 2028 335,365 191,802 $ 3.16 Feb 2030 430,668 72,800 $ 7.44 - 8.07 Sep 2030-Oct 2030 20,000 834 $ 5.25 - 5.65 Jan 2031-Mar 2031 1,095,387 569,930 |
Fair value of options granted assumptions | Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Risk free interest rate 0.31%-0.90 % 1.45 % Expected life 5 years 5 years Expected share price volatility 94.27%-97.28 % 104.14 % Expected dividend yield 0.00 % 0.00 % |
Issued and outstanding common and preferred shares | Number of Common Shares (#) Common Shares Balance – September 30, 2019 7,504,468 $ 12,005,051 Common shares issued in equity offering 1,354,691 3,070,358 Common shares issued upon exercise of warrants 751,510 3,754,265 Common shares issued upon exercise of share options 4,450 20,935 Share issuance costs - (349,756 ) Balance – September 30, 2020 9,615,119 $ 18,500,853 Common shares issued in equity offerings 2,148,963 13,749,541 Common shares issued upon exercise of warrants 341,806 1,681,936 Common shares issued upon exercise of share options 10,746 45,047 Common shared issued upon conversion of preferred shares 1,129,925 2,496,480 Share issuance costs - (1,871,220 ) Balance – March 31, 2021 13,246,559 $ 34,602,637 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Property and equipment, gross | $ 45,593 | $ 40,345 |
Less: accumulated depreciation | (29,464) | (25,530) |
Total property and equipment, net | 16,129 | 14,815 |
Computer Equipment | ||
Property and equipment, gross | 39,550 | 34,651 |
Furniture and Equipment | ||
Property and equipment, gross | $ 6,043 | $ 5,694 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1,619 | $ 2,651 | $ 3,934 | $ 5,054 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
The Constructs | $ 2,529,483 | $ 2,529,483 |
Less: accumulated amortization | (96,533) | (45,947) |
Intangible assets, net | $ 2,432,950 | $ 2,483,536 |
Intagible Assets (Details 1)
Intagible Assets (Details 1) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
September 30, 2021 | $ 50,586 | |
September 30, 2022 | 101,172 | |
September 30, 2023 | 101,172 | |
September 30, 2024 | 101,172 | |
September 30, 2025 | 101,172 | |
Thereafter | 1,977,676 | |
Intangible assets, net | $ 2,432,950 | $ 2,483,536 |
Leases (Details)
Leases (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Assets: | ||
Operating lease right-of-use assets | $ 134,252 | $ 160,006 |
Current: | ||
Short-term operating lease liabilities | 77,012 | 69,730 |
Long-term: | ||
Long-term operating lease liabilities | 61,125 | 94,460 |
Total lease liabilities | $ 138,137 | $ 164,190 |
Leases (Details 1)
Leases (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Operating lease cost | $ 20,253 | $ 19,131 | $ 38,571 | |
General and Administrative Expense | ||||
Operating lease cost | $ 39,941 |
Leases (Details 2)
Leases (Details 2) | Mar. 31, 2021 | Sep. 30, 2020 |
Leases [Abstract] | ||
Remaining lease term (months) | 21 months | 27 months |
Estimated incremental borrowing rate | 6.50% | 6.50% |
Leases (Details 3)
Leases (Details 3) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Year Ending September 30, | ||
September 30, 2021 | $ 41,862 | |
September 30, 2022 | 83,724 | |
September 30, 2023 | 20,931 | |
Total | 146,517 | |
Less imputed interest | 8,380 | |
Present value of lease liabilities | 138,137 | $ 164,190 |
Less current installments | 77,012 | 69,730 |
Long-term lease liabilities excluding current installments | $ 61,125 | $ 94,460 |
Leases (Details 4)
Leases (Details 4) - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 39,942 | $ 38,572 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Rent expense | $ 55,068 | $ 109,847 |
Commitments (Details)
Commitments (Details) | Mar. 31, 2021USD ($) |
Year Ending September 30, | |
September 30, 2021 | $ 1,808,000 |
September 30, 2022 | 3,025,000 |
September 30, 2023 | 156,000 |
September 30, 2024 | 63,000 |
Total | $ 5,052,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Employer contributions to 401K plan | $ 9,990 | $ 2,979 | $ 14,629 | $ 4,535 |
Temporary Equity (Details)
Temporary Equity (Details) - Series A-1 Convertible Preferred Shares - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Beginning balance, shares | 250 | 0 |
Beginning balance, amount | $ 2,476,955 | $ 0 |
Issuance of convertible preferred shares, shares | 250 | |
Issuance of convertible preferred shares, amount | $ 2,500,000 | |
Convertible preferred shares issuance costs, shares | 0 | |
Convertible preferred shares issuance costs, amount | (57,154) | |
Preferred return on convertible preferred shares, shares | 0 | 0 |
Preferred return on convertible preferred shares, amount | $ 19,525 | $ 34,109 |
Conversion to common shares, shares | (250) | |
Conversion to common shares, amount | $ (2,496,480) | |
Preferred shares converted, shares | ||
Preferred shares converted, amount | ||
Ending balance, shares | 140 | 250 |
Ending balance, amount | $ 1,372,213 | $ 2,476,955 |
Capital Shares (Details)
Capital Shares (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Number of warrants, beginning balance | 992,721 | 48,914 |
Issued | 109,375 | 1,705,758 |
Exercised | (341,806) | (761,951) |
Number of warrants, ending balance | 760,290 | 992,721 |
Weighted average exercise price, beginning balance | $ 4.92 | $ 11.19 |
Issued | 8 | 4.47 |
Exercised | $ 4.29 | 4.31 |
Weighted average exercise price, ending balance | $ 4.92 |
Capital Shares (Details 1)
Capital Shares (Details 1) - $ / shares | 6 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Number of warrants | 760,290 | 992,721 | 48,914 |
Exercise price | $ 4.92 | $ 11.19 | |
Warrant 1 | |||
Number of warrants | 28,124 | ||
Exercise price | $ 15.90 | ||
Expiry date | May 2023 | ||
Warrant 2 | |||
Number of warrants | 603,529 | ||
Exercise price | $ 4.80 | ||
Expiry date | July 2023 | ||
Warrant 3 | |||
Number of warrants | 7,484 | ||
Exercise price | $ 4.81 | ||
Expiry date | June 2024 | ||
Warrant 4 | |||
Number of warrants | 11,778 | ||
Exercise price | $ 3.20 | ||
Expiry date | January 2025 | ||
Warrant 5 | |||
Number of warrants | 109,375 | ||
Exercise price | $ 8 | ||
Expiry date | February 2025 |
Capital Shares (Details 2)
Capital Shares (Details 2) | 6 Months Ended |
Mar. 31, 2021 | |
Underwriter Warrants | |
Risk free interest rate | 0.67% |
Expected life (years) | 5 years |
Expected share price volatility | 94.20% |
Expected dividend yield | 0.00% |
Class A Warrants | |
Risk free interest rate | 1.61% |
Expected life (years) | 3 years 6 months |
Expected share price volatility | 103.81% |
Expected dividend yield | 0.00% |
Class B Warrants | |
Risk free interest rate | 1.55% |
Expected life (years) | 9 months 29 days |
Expected share price volatility | 134.15% |
Expected dividend yield | 0.00% |
Placement Agent Warrants | |
Risk free interest rate | 1.61% |
Expected life (years) | 5 years |
Expected share price volatility | 101.89% |
Expected dividend yield | 0.00% |
Capital Shares (Details 3)
Capital Shares (Details 3) - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Number of options, beginning balance | 675,437 | 319,645 |
Number of options granted | 450,000 | 366,365 |
Number of options, exercised | (10,746) | (4,450) |
Number of options, forfeited | (19,066) | (5,790) |
Number of options expired | (238) | (333) |
Number of options, ending balance | 1,095,387 | 675,437 |
Weighted average exercise price, beginning balance | $ 3.30 | $ 3.39 |
Weighted average exercise price granted | 7.35 | 3.35 |
Weighted average exercise price exercised | 2.44 | 2.60 |
Weighted average exercise price forfeited | 6.07 | 2.73 |
Weighted average exercise price expired | $ 768.60 | 145.20 |
Weighted average exercise price, ending balance | $ 3.30 |
Capital Shares (Details 4)
Capital Shares (Details 4) - $ / shares | 6 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Options outstanding | 1,095,387 | 675,437 | 319,645 |
Options exercisable | 569,930 | ||
Range of exercise prices | $ 3.30 | $ 3.39 | |
Stock Option 1 | |||
Options outstanding | 214 | ||
Options exercisable | 214 | ||
Range of exercise prices | $ 638.40 | ||
Expiry dates | November 2021 | ||
Stock Option 2 | |||
Options outstanding | 238 | ||
Options exercisable | 238 | ||
Range of exercise prices | $ 304.08 | ||
Expiry dates | December 2022 | ||
Stock Option 3 | |||
Options outstanding | 3,499 | ||
Options exercisable | 3,499 | ||
Stock Option 3 | Minumum | |||
Range of exercise prices | $ 35.28 | ||
Expiry dates | September 2023 | ||
Stock Option 3 | Maximum | |||
Range of exercise prices | $ 93.24 | ||
Expiry dates | March 2025 | ||
Stock Option 4 | |||
Options outstanding | 305,403 | ||
Options exercisable | 300,543 | ||
Range of exercise prices | $ 2.16 | ||
Stock Option 4 | Minumum | |||
Expiry dates | August 2027 | ||
Stock Option 4 | Maximum | |||
Expiry dates | December 2028 | ||
Stock Option 5 | |||
Options outstanding | 335,365 | ||
Options exercisable | 191,802 | ||
Range of exercise prices | $ 3.16 | ||
Expiry dates | February 2030 | ||
Stock Option 6 | |||
Options outstanding | 430,668 | ||
Options exercisable | 72,800 | ||
Stock Option 6 | Minumum | |||
Range of exercise prices | $ 7.44 | ||
Expiry dates | September 2030 | ||
Stock Option 6 | Maximum | |||
Range of exercise prices | $ 8.07 | ||
Expiry dates | October 2030 | ||
Stock Option 7 | |||
Options outstanding | 20,000 | ||
Options exercisable | 834 | ||
Stock Option 7 | Minumum | |||
Range of exercise prices | $ 5.25 | ||
Expiry dates | January 2031 | ||
Stock Option 7 | Maximum | |||
Range of exercise prices | $ 5.65 | ||
Expiry dates | March 2031 |
Capital Shares (Details 5)
Capital Shares (Details 5) | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Risk free interest rate | 1.45% | |
Expected life (years) | 5 years | 5 years |
Expected share price volatility | 104.14% | |
Expected dividend yield | 0.00% | 0.00% |
Minumum | ||
Risk free interest rate | 0.31% | |
Expected share price volatility | 94.27% | |
Maximum | ||
Risk free interest rate | 0.90% | |
Expected share price volatility | 97.28% |
Capital Shares (Details 6)
Capital Shares (Details 6) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Beginning balance, amount | $ 7,885,224 | $ 4,233,686 | $ 6,631,175 | $ 5,256,130 | $ 5,256,130 |
Preferred return for Class A preferred shares, amount | 5,914 | 19,525 | |||
Issuance of common shares in equity offering, amount | 12,723,013 | 4,315,500 | 13,749,541 | 4,360,500 | |
Issuance of common shares upon exercise of warrants, amount | 472,497 | $ 1,467,536 | |||
Common shares issued upon exercise of share options, shares | 10,746 | 4,450 | |||
Issuance of common shares upon conversion of preferred shares, amount | $ 2,496,480 | ||||
Issuance costs | (468,699) | (468,699) | |||
Ending balance, amount | $ 19,272,784 | $ 6,930,943 | $ 19,272,784 | $ 6,930,943 | $ 6,631,175 |
Common Shares | |||||
Beginning balance, shares | 10,523,087 | 7,504,468 | 9,615,119 | 7,504,468 | 7,504,468 |
Beginning balance, amount | $ 21,696,459 | $ 12,005,051 | $ 18,500,853 | $ 12,005,051 | $ 12,005,051 |
Issuance of common shares in equity offering, shares | 1,979,210 | 1,354,691 | 2,148,963 | 1,354,691 | 1,354,691 |
Issuance of common shares in equity offering, amount | $ 12,723,013 | $ 3,070,358 | $ 13,749,541 | $ 3,070,358 | $ 3,070,358 |
Issuance of common shares upon exercise of warrants, shares | 98,437 | 341,806 | 751,510 | ||
Issuance of common shares upon exercise of warrants, amount | $ 570,228 | $ 1,681,936 | $ 3,754,265 | ||
Common shares issued upon exercise of share options, shares | 10,746 | 4,450 | |||
Common shares issued upon exercise of share options, shares | $ 45,047 | $ 20,935 | |||
Issuance of common shares upon conversion of preferred shares, shares | 1,129,925 | ||||
Issuance of common shares upon conversion of preferred shares, amount | $ 2,496,480 | ||||
Issuance costs | $ (342,735) | $ (1,871,220) | $ (342,735) | $ (349,756) | |
Ending balance, shares | 13,246,559 | 8,859,159 | 13,246,559 | 8,859,159 | 9,615,119 |
Ending balance, amount | $ 34,602,637 | $ 14,732,674 | $ 34,602,637 | $ 14,732,674 | $ 18,500,853 |
Capital Shares (Details Narrati
Capital Shares (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||||
Shares remaining under 2019 Plan | 1,137,951 | 1,137,951 | ||
Weighted average contractual life remaining on outstanding options | 101 months | |||
Share-based compensation | $ 467,439 | $ 380,000 | $ 1,190,347 | $ 388,775 |
Unrecognized share-based compensation | $ 1,447,000 | $ 1,447,000 | ||
Unrecognized share-based compensation recognition period | 36 months |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transactions [Abstract] | ||||
Rent expense | $ 20,253 | $ 19,440 | $ 39,942 | $ 38,571 |
Royalty payable | $ 23,457 | $ 23,457 |