Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Dec. 21, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Rasna Therapeutics Inc. | |
Entity Central Index Key | 1,582,249 | |
Trading Symbol | RASP | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Type | 10-K | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,018 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Public Float | $ 33,075,841 | |
Entity Common Stock, Shares Outstanding | 68,908,003 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 42,693 | $ 2,537,611 |
Prepayments and other receivables | 66,936 | 129,157 |
Related party receivable | 237,866 | 28,931 |
Total current assets | 347,495 | 2,695,699 |
Property and equipment, net | 5,420 | 7,047 |
Intellectual property | 236,269 | 236,269 |
In-process research and development | 613,100 | 613,100 |
Indefinite lived intangible asset | 1,300,000 | 1,300,000 |
Goodwill | 2,722,985 | 2,722,985 |
Total non-current assets | 4,877,774 | 4,879,401 |
Total assets | 5,225,269 | 7,575,100 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,421,655 | 978,839 |
Related party payables | 550,000 | 550,000 |
Convertible note payable | 137,340 | 0 |
Total current liabilities | 2,108,995 | 1,528,839 |
Deferred income taxes | 10,618 | 8,525 |
Total liabilities | 2,119,613 | 1,537,364 |
Commitments and contingencies | ||
Shareholders' equity | ||
Common stock, $0.001 par value, respectively; 200,000,000 shares authorized; of which 68,609,003 are issued and outstanding at September 30, 2018 and September 30, 2017 | 68,909 | 68,909 |
Additional paid-in capital | 19,412,176 | 18,267,895 |
Accumulated deficit | (16,375,429) | (12,299,068) |
Total shareholders' equity | 3,105,656 | 6,037,736 |
Total liabilities and shareholders' equity | $ 5,225,269 | $ 7,575,100 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2018 | Sep. 30, 2017 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 68,609,003 | 68,609,003 |
Common stock, shares outstanding (in shares) | 68,609,003 | 68,609,003 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | ||
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Revenues | $ 0 | $ 0 | $ 0 | |
Cost of revenue | 0 | 0 | 0 | |
Gross profit | 0 | 0 | 0 | |
Operating expenses: | ||||
General and administrative | 982,259 | 2,529,685 | 1,009,240 | |
Research and development | 532,965 | 324,608 | 1,564,353 | |
Consultancy fees third parties and related parties | [1] | 965,384 | 403,290 | 1,221,777 |
Legal and professional fees | 543,007 | 812,730 | 739,158 | |
Total operating expenses | 3,023,615 | 4,070,313 | 4,534,528 | |
Loss from operations | (3,023,615) | (4,070,313) | (4,534,528) | |
Other (expense)/income: | ||||
Foreign currency transaction (loss)/gain | (9,148) | (3,955) | 100,796 | |
Other (expense)/income | (9,148) | (3,955) | 100,796 | |
Loss from operations before income taxes | (3,032,763) | (4,074,268) | (4,433,732) | |
Income tax provision | 8,525 | 2,093 | 0 | |
Net loss | $ (3,041,288) | $ (4,076,361) | $ (4,433,732) | |
Basic and diluted loss per share attributable to common shareholders (in dollars per share) | $ (0.04) | $ (0.06) | $ (0.07) | |
Basic and diluted weighted average common shares outstanding (in shares) | 68,215,948 | 68,908,003 | 60,816,068 | |
[1] | Consultancy fees to related parties have been combined and included with consultancy fees third parties in all periods presented. |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Mar. 31, 2016 | $ 1,278,932 | $ 356,503 | $ 5,746,477 | $ (4,824,048) |
Balance (in shares) at Mar. 31, 2016 | 35,650,289 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares cancelled pursuant to reverse merger transaction | 0 | $ (356,503) | 356,503 | |
Shares cancelled pursuant to reverse merger transaction (in shares) | (35,650,289) | |||
Shares issued pursuant to reverse merger transaction | 7,675,000 | $ 548,378 | 7,126,622 | |
Shares issued pursuant to reverse merger transaction (in shares) | 54,837,790 | |||
.33 share exchange | (367,413) | $ (367,413) | ||
.33 share exchange (in shares) | (36,741,319) | |||
Recapitalization | 368,914 | $ (159,563) | 528,477 | |
Recapitalization (in shares) | 3,305,000 | |||
Cancellation of shares | (1,500) | $ (1,500) | ||
Cancellation of shares (in shares) | (1,500,000) | |||
3.25 for 1 Stock Split | 0 | $ 44,778 | (44,778) | |
3.25 for 1 Stock Split (in shares) | 44,778,327 | |||
Common stock issued in connection with offering | 2,007,500 | $ 3,367 | 2,004,133 | |
Common stock issued in connection with offering (in shares) | 3,366,667 | |||
Share based compensation | 1,023,555 | 1,023,555 | ||
Obligation for warrants to be issued | (484,009) | (484,009) | ||
Increase in fair value of warrants to date of issuance | (2,430,875) | (2,430,875) | ||
Warrant obligation reclassified to additional paid-in capital upon warrant issuance | 2,914,884 | 2,914,884 | ||
Net loss | (4,433,732) | (4,433,732) | ||
Balance at Mar. 31, 2017 | 7,551,256 | $ 68,047 | 16,740,989 | (9,257,780) |
Balance (in shares) at Mar. 31, 2017 | 68,046,465 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued in connection with offering | 560,000 | $ 862 | 559,138 | |
Common stock issued in connection with offering (in shares) | 861,538 | |||
Share based compensation | 660,002 | 660,002 | ||
Warrant obligation reclassified to additional paid-in capital upon warrant issuance | 307,766 | 307,766 | ||
Net loss | (3,041,288) | (3,041,288) | ||
Balance at Sep. 30, 2017 | 6,037,736 | $ 68,909 | 18,267,895 | (12,299,068) |
Balance (in shares) at Sep. 30, 2017 | 68,908,003 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share based compensation | 621,931 | 621,931 | ||
Warrant obligation reclassified to additional paid-in capital upon warrant issuance | 522,350 | 522,350 | ||
Net loss | (4,076,361) | (4,076,361) | ||
Balance at Sep. 30, 2018 | $ 3,105,656 | $ 68,909 | $ 19,412,176 | $ (16,375,429) |
Balance (in shares) at Sep. 30, 2018 | 68,908,003 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Parenthetical) | May 17, 2016 | Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 |
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY [Abstract] | ||||
Shares issued in exchange (in shares) | 0.3333 | 0.33 | 0.33 | 0.33 |
Conversion ratio | 3.25 | 0.0325 | 0.0325 | 0.0325 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (3,041,288) | $ (4,076,361) | $ (4,433,732) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share based compensation (options) | 660,002 | 621,931 | 1,023,555 |
Warrants issued for consultancy services | 307,765 | 522,350 | 0 |
Depreciation | 1,731 | 4,833 | 3,463 |
Deferred tax expense | 8,525 | 2,093 | 0 |
Change in fair value of convertible notes | 0 | 2,340 | 0 |
Write off related party receivable | 0 | 28,931 | 0 |
Changes in operating assets and liabilities: | |||
Other receivables and prepayments | (53,904) | 62,221 | (65,843) |
Related party receivable | 46,987 | (237,866) | (85,412) |
Accounts and other payables | 66,431 | 439,728 | 519,111 |
Related party payables | (75,000) | 0 | 75,000 |
Net cash used in operating activities | (2,078,751) | (2,629,800) | (2,963,858) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property, plant and equipment | (1,748) | (4,073) | (10,493) |
Cash and cash equivalents acquired in reverse merger/business combination | 0 | 0 | 5,116,609 |
Net cash (used in) / provided by investing activities | (1,748) | (4,073) | 5,106,116 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of shares of common stock | 560,000 | 0 | 2,007,500 |
Proceeds from issuance of convertible note | 0 | 135,000 | 0 |
Net cash provided by financing activities | 560,000 | 135,000 | 2,007,500 |
Effect of foreign exchange rate | 9,148 | 3,955 | (100,796) |
Net (decrease)/increase in cash and cash equivalents | (1,511,351) | (2,494,918) | 4,048,962 |
Cash and cash equivalent, beginning of period | 4,048,962 | 2,537,611 | 0 |
Cash and cash equivalent, end of period | 2,537,611 | 42,693 | 4,048,962 |
Non-cash investing and financing activities: | |||
Common stock issued for acquisition | 0 | 0 | 7,675,000 |
Shares cancelled pursuant to reverse merger transaction | 0 | 0 | (356,503) |
Shares issued pursuant to reverse merger transaction | 0 | 0 | 548,378 |
.33 share exchange | 0 | 0 | (367,413) |
Recapitalization | 0 | 0 | (159,563) |
Cancellation of shares | 0 | 0 | (1,500) |
Shares issued in 3.25 for 1 stock split | 0 | 0 | 44,778 |
Related party receivable balance canceled in acquisition | $ 0 | $ 0 | $ 607,159 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (PARENTHETICAL) | May 17, 2016 | Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 |
CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | ||||
Shares issued in exchange (in shares) | 0.3333 | 0.33 | 0.33 | 0.33 |
Conversion ratio | 3.25 | 0.0325 | 0.0325 | 0.0325 |
GENERAL INFORMATION
GENERAL INFORMATION | 12 Months Ended |
Sep. 30, 2018 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
GENERAL INFORMATION | 1 GENERAL INFORMATION Rasna Therapeutics, Inc. (formerly Active With Me, Inc.) (the “Company” or “Rasna Successor”), is a company incorporated in the State of Nevada. Rasna Therapeutics, Inc. (“Rasna DE”), is a company incorporated in the State of Delaware on March 28 2016 . Prior to May 17, 2016 Rasna DE was a non-trading holding company with an investment in one subsidiary company, and also controlled an entity, Rasna Therapeutics Limited (“Rasna UK”), in which it was deemed the primary beneficiary. Arna Therapeutics Limited (“Arna”) was a company incorporated in the British Virgin Islands under applicable law and regulation. Arna was incorporated on September 30, 2013. Arna only has one segment of activity which is that of a clinical stage biotechnology company focused on targeted drugs to treat diseases in oncology and immunology, mainly focusing on the treatment of Leukemia. On May 17, 2016, Rasna UK and its subsidiary Falconridge entered into an Agreement of Merger and Plan of Reorganization (“Merger Agreement”) with Arna. Pursuant to the agreement, Arna was merged into Falconridge and the shareholders of Arna were issued shares of Rasna UK in exchange for shares of Arna. The Merger was treated as a reverse acquisition effected by a share exchange for financial accounting and reporting purposes since Arna’s operations, Board of Directors and Management will remain subsequent to the consummation of the transaction, however, the legal aquiror is Rasna Therapeutics Inc. As a result, the historical operations that are reflected in these financial statements are those of Arna, and the assets acquired and liabilities assumed in the transaction with Rasna UK have been written to fair value in accordance with ASC 805 Note 3 for more information related to the transaction. On August 15, 2016, Active With Me, Inc., entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Rasna, Inc., and Rasna Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Active With Me, Inc. (“Merger Sub”), providing for the merger of Merger Sub with and into Rasna, Inc. (the “Merger”), with Rasna, Inc. surviving the Merger as a wholly-owned subsidiary of Active With Me, Inc. The Merger was being treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of Active With Me’s operations were disposed of prior to the consummation of the transaction. Rasna Successor is treated as the accounting acquirer as its stockholders control the Company after the Exchange Agreement, even though Active With Me, Inc. was the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in these financial statements are those of Rasna Successor as if Rasna Successor had always been the reporting company. Since Active With Me, Inc. had no operations upon the Merger Agreement taking place, the transaction was treated as a reverse recapitalization for accounting purposes and no goodwill or other intangible assets were recorded by the Company as a result of the Merger Agreement. These financial statements are presented in United States dollars (“USD”) which is also the functional currency of the primary economic environment in which the Company operates. See Note 2 Rasna Therapeutics, Inc., is a biotechnology company that is focused on targeted drugs to treat diseases in oncology and immunology, mainly focusing on the treatment of Leukemia. Going Concern The Company is subject to a number of risks similar to those of other pre-commercial stage companies, including its dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with research, development, testing, and obtaining related regulatory approvals of its pipeline products, suppliers and collaborators, successful protection of intellectual property, competition with larger, better-capitalized companies, successful completion of the Company's development programs and, ultimately, the attainment of profitable operations are dependent on future events, including obtaining adequate financing to fulfill its development activities and generating a level of revenues adequate to support the Company's cost structure. The Company has experienced net losses and significant cash outflows from cash used in operating activities since inception, and as at September 30, 2018, had an accumulated deficit of $ 16,375,429 4,076,361 2,629,800 twelve |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2018 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been applied consistently to all the periods presented unless otherwise stated. Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles United States Principles of Consolidation In accordance with ASC 810 Consolidation, the Company consolidates any entity in which it has a controlling financial interest. Further, the Company consolidates any variable interest entity that it is deemed to be the primary beneficiary of, and have the power to direct its significant activities. Upon review of the relationship between Rasna Therapeutics Limited (“Rasna UK”) and Rasna Inc., Management noted that equity investment in Rasna UK is not sufficient to fund its operations. Accordingly, Rasna Inc. is considered to be the primary beneficiary of the assets held within Rasna UK, which primarily consist of cash received from Rasna Inc. to fund its operations, and has power to direct its significant activities. As a result, Rasna Inc. consolidates this variable interest entity. The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Rasna DE, and Rasna DE's subsidiary, Arna Therapeutics Limited. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. Change in Fiscal Year The Company changed its fiscal year end from March 31 to September 30 within its Form 10-KT filing of September 30, 2017 on November 30, 2017. Business Combinations The Company accounts for business combinations under the provisions of ASC Topic 805 10 805 10 805 10 The amounts reflected within the Note 3 are the results of the final valuation report of the purchase price allocation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its estimates on an ongoing basis, including those related to the carrying amount of intangible assets, to the fair values of stock based awards, income taxes and contingent liabilities, among others. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates and such differences could be material to the consolidated financial position and results of operations. Fair Value The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities, approximate fair value because of the short-term nature of such financial instruments. Management measures certain other assets at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of related party receivables. Deposits held with banks, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand and bear minimal risk. Management believes that the institutions that hold our instruments are financially sound and are subject to minimal credit risk. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three 2017 Property and Equipment Expenditures for additions, renewals and improvements are capitalized at cost. Depreciation is computed in a straight line method based on the estimated useful lives of the related assets. The estimated useful lives of the major classes of depreciable assets are 3 years for property and equipment. Expenditures for repairs and maintenance are charged to operations as incurred. The Company periodically evaluates whether current events or circumstances indicate that the carrying life of the depreciable assets may not be recoverable. Goodwill and Intangible assets Intangible assets are made up of indefinite lived intangible assets, in-process research and development, (“IPR&D”) and certain intellectual property (“IP”). The balance of the indefinite lived intangible assets represents the platform technology that was acquired in 2013 3 which, at the time, was determined to have alternative future uses. IPR&D assets represent the fair value assigned to acquired technologies in a business combination, (see note 3 Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. Goodwill is assessed for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the asset might be impaired. An impairment charge is recognized only when the implied fair value of the Company’s reporting unit’s goodwill is less than its carrying amount. Management evaluates indefinite life intangible assets for impairment on an annual basis and on an interim basis if events or changes in circumstances between annual impairment tests indicate that the asset might be impaired. The ongoing evaluation for impairment of its indefinite life intangible assets requires significant management estimates and judgment. Management reviews definite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges during the year ended, the six months ended September 30, 2017 and the year ended March, 31 2017 Risks and Uncertainties The Company intends to operate in an industry that is subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks associated with an early stage company, including the potential risk of business failure. Convertible Notes In August 2018, the Company entered into a 12 135,000 12 360 August 8, 2019 Research and development Expenditures for research and development are charged to the statements of operations in the year in which they are, incurred with the exception of expenditures incurred in respect of the development of major new products where the outcome of those projects is assessed as being reasonably certain in regards to viability and technical feasibility. Such expenditure is capitalized and amortized straight line over the estimated period of sale for each product, commencing in the year that sales of the product are first made. To date, the Company has not capitalized any such expenditures other than certain IPR&D & IP recorded in connection with certain acquisition or equity transactions. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. A valuation allowance may be established to reduce deferred tax assets to the amount that management believes is more likely than not to be realized. Due to inherent complexities arising from the nature of the business, future changes in income tax law and variances between actual and anticipated operating results, management makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. On December 22, 2017, The Tax Cuts and Jobs Act was signed into law and has resulted in significant change to the U.S corporate income tax system. These changes include a federal statutory rate reduction from 34% to 21%, a transition tax which applies to the repatriate of foreign earnings and profits, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. Changes in tax rates and tax laws are accounted for in the period of enactment. The Company recognizes in the financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. The Company incurred no liability and, therefore, did not need to record interest and penalties during the year ended September 30, 2018 2017 Foreign Currency Items included in the financial statements are measured using their functional currency, being the currency of the primary economic environment in which the company operates. The financial statements are presented in United States Dollar (“USD”), which is the company’s functional and presentational currency. Foreign currency transactions are translated using the rate of exchange applicable at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-translation at the year-end of monetary assets and liabilities denominated in foreign currencies are recognized in the statements of operations. Net Loss per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The following table sets forth potential common shares issuable upon the exercise of outstanding options and the exercise of warrants, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: September 30, March 31, 2018 2017 2017 Stock options 4,819,875 4,829,875 3,162,375 Warrants 1,926,501 1,926,501 1,440,501 Total shares issuable upon exercise or conversion 6,746,376 6,756,376 4,602,876 The following is the computation of net loss per share for the following periods: For the Year Ended September 30, For the six months ended September 30, For the Year Ended March 31, 2018 2017 2017 Net loss for the period $ (4,076,361 ) $ (3,041,288 ) $ (4,433,732 ) Weighted average number of shares 68,908,003 68,215,948 60,816,068 Net loss per share (basic and diluted) $ (0.06 ) $ (0.04 ) $ (0.07 ) Warrants In April 2016, the Company committed to issue warrants as compensation to the placement agents relating to fundraising. On February 28, 2017, the Company issued a ten year warrant to purchase 1,440,501 shares of common stock at an exercise price of $0.37 per share. The Company had determined that the service inception date preceded the grant date, and accordingly, recorded a liability to issue warrants in the Company as of the date that the equity was issued, with an offset charge to additional paid-in capital as these are offering costs. The liability to issue warrants was marked to market each period until the grant date, at which point the Company determined that in accordance with ASC 815-40-25- 7 7 In July 2017, the Company committed to issue warrants as compensation to the placement agents relating to fundraising. On August 31, 2017, the Company issued a ten year 112,000 shares of common stock at an exercise price of $0.65 per share. On August 31, 2017, the Company entered into consulting agreements with placement agents who were providing consulting services in the areas of capital market advisory and investor relations. In lieu of fees for these consulting services, on September 1, 2017, the Company issued ten year 347,000 shares of common stock at an exercise price of $0.60 per share. The Company determined that the service inception date did not preceed the grant date, and accordingly classifies the warrants in stockholder's equity, in accordance with ASC 815-40-25- 7 7 Equity-Based Payments ASC Topic 718 “Compensation-Stock Compensation” requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. The Company accounts for shares of common stock, stock options and warrants issued to employees based on the fair value of the stock, stock option or warrant, if that value is more reliably measurable than the fair value of the consideration or services received. The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505 50 “Equity -Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Accordingly the fair value of these options is being “marked to market” quarterly until the measurement date is determined. Accounting Changes Effective October 1, 2017, the Company adopted the provisions of Accounting Standards Update 2016 09 “Compensation - Stock Compensation (Topic 718 (“ASU 2016 09 2016 09 Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017 01 805 ): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual financial reporting periods beginning after December 15, 2017. The Company adopted this ASU described above in its Consolidated Financial Statements beginning in October 1, 2018 and has determined that it has not had a material impact on our financial statements. In July 2017, FASB, issued Accounting Standards Update, or ASU, 2017 11 260 480 815 1 815 2 ) the guidance on recognition and measurement of the value transferred upon the trigger of a down-round feature for equity-classified instruments by revising ASC 260 In August, 2016, the FASB issued ASU 2016 15 320 are presented 2016 15 eight specific cash flow issues. The Company adopted ASU 2016 15 In January 2017, the FASB issued ASU 2017 04 350 two An entity will apply a one The guidance is effective for annual and interim goodwill impairment tests performed for periods beginning after December 15, 2019 with early adoption permitted in January 2017. The Company is currently evaluating the impact of adopting this guidance In May 2017, The FASB issued ASU 2017 09 718 2017 09 2017 09 2017 09 s consolidated financial statements. In June 2018, the FASB issued ASU 2018 - 07 , Compensation - Stock Compensation (Topic 718 718 , to include share-based payment transactions for acquiring goods and services from nonemployees. Some of the areas for simplification apply only to nonpublic entities. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments in A SU 2018 - 07 also clarify that Topic 718 does not apply to share-based payments used to effectively provide ( 1 ) financing to the issuer or ( 2 ) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606 , Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years In August 2018, the FASB issued ASU 2018 13 820 2018 13 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Sep. 30, 2018 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | 3 ACQUISITIONS The following transactions were accounted for using the purchase accounting method which requires, among other things, that the assets acquired and liabilities assumed are recognized at their acquisition date fair value. On May 5, 2016, Rasna UK sold its intellectual property to Falconridge, a subsidiary of Rasna, for a note payable in the amount of $236,269. Rasna UK is considered a VIE and consolidated in these financial statements, however, it is not an entity under common control as Rasna controlled both Falconridge and Rasna UK at the time of the transaction, this transaction eliminates on consolidation. On May 17, 2016, Rasna and its subsidiary Falconridge entered into an Agreement of Merger and Plan of Reorganization with Arna. Pursuant to the agreement, Arna was merged into Falconridge and the shareholders of Arna were issued shares of Rasna in exchange for shares of Arna. Arna was deemed to be the accounting acquirer because Rasna and Falconridge Holdings Limited were non-trading holding companies and Arna’s operations will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity. Further, 65% of the voting interest in Rasna was acquired by Arna shareholders in connection with the transaction. Therefore, the assets and liabilities of the acquired entity, Rasna, were written to fair value in accordance with the Acquisition Method prescribed in ASC 805 The consideration transferred was measured based upon the share price recently received during a non-public equity raise in Rasna, during which non-related investors paid $0.40 per share of common stock. During the acquisition transaction, 19,187,500 of 54,837,790 shares were issued to legacy Rasna shareholders, which results in consideration transferred to the acquiree’s shareholders of $7,675,000. In addition, $607,159 of a related party receivable due to Arna from Rasna UK, was forgiven as part of the consideration transferred. The purchase price allocation as of the date of acquisition is set forth in the table below. As per the purchase accounting method, the tangible and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the remaining purchase price recorded as goodwill. The Company’s allocation of the purchase price in connection with the acquisition was calculated as follows: Balance as of May 17, 2016 Share consideration transferred $ 7,675,000 Forgiveness of receivable 607,159 Consideration transferred $ 8,282,159 Less: Fair value of assets acquired Cash and cash equivalents (5,116,609 ) Other receivables (14,187 ) Prepayment (66,856 ) Related party receivables (20,412 ) Intellectual property (236,269 ) In-Process research and development (613,100 ) Plus: Liabilities assumed Accounts payable and accrued expenses 492,603 Related party payables 15,656 Goodwill $ 2,722,985 Of the above assets acquired and liabilities assumed, the intellectual property acquired was owned by Falconridge and the remaining assets acquired and liabilities were Rasna UK. Acquired In-Process Research and Development Acquired IPR&D is the fair value of the LSD- 1 1 $613,100 as of the acquisition date using the cost approach. This was based on the fact that LSD- 1 The Company retained a Clinical Research Organisation ("CRO") to perform all related research and development associ ated with LSD- 1 1 1 1 Active With Me, Inc. On August 15, 2016, Active With Me, Inc., entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Rasna, Inc., and Rasna Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Active With Me, Inc. (“Merger Sub”), providing for the merger of Merger Sub with and into Rasna, Inc. (the “Merger”), with Rasna, Inc. surviving the Merger as a wholly-owned subsidiary of Active With Me, Inc. As a result of the Merger, the resulting company, Rasna Therapeutics, Inc., is a biotechnology company that is engaged in modulating the molecular targets NPM 1 1 The Merger is being treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of Active With Me’s operations were disposed of prior to the consummation of the transaction. Rasna Successor is treated as the accounting acquirer as its stockholders control the Company after the Exchange Agreement, even though Active With Me, Inc. was the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in these financial statements are those of Rasna Successor as if Rasna Successor had always been the reporting company. Since Active With Me, Inc. had no operations upon the Merger Agreement taking place, the transaction was treated as a reverse recapitalization for accounting purposes and no goodwill or other intangible assets were recorded by the Company as a result of the Merger Agreement. Thereafter, pursuant to a Stock Purchase Agreement, the Company transferred all of the outstanding capital stock of Rasna Successor to a former officer and director of Active With Me, Inc. in exchange for cancellation of an aggregate of 1,500,000 shares of Rasna Successor’s common stock held by such person. In connection with the share exchange, each share of Rasna, Inc was exchanged for the right to receive .33 3,305,000 common shares held by legacy Active With Me, Inc. shareholders. Immediately following the Merger, 1,500,000 shares were canceled, which related to one legacy Active With Me shareholder that effectively spun off the remaining assets of Active With Me in connection with the transaction. Finally, subsequent to the transaction, the legal acquirer executed a 3.25 for 1 1,500,000 shares in the Split-Off, there were 19,901,471 shares of Rasna Successor issued and outstanding, which once effected for the 3.25 1 64,679,798 shares outstanding in the combined entity. The net loss presented on the consolidated income statement is representative of the operating losses of Arna Therapeutics Ltd, Falconridge and Rasna Inc for the period April 1, 2016 to March 31, 2017. The legal acquirer, Active With Me Inc, did not have any losses for this period. The Company incurred approximately $170,000 in transaction costs in connection with the acquisition, which were included within the general and administrative expenses within the consolidated statements of operations for the year ended March 31, 2017. Year Ended (unaudited) Six September 30 (unaudited) Year Ended March 31, (unaudited) 2018 2017 2017 Total revenues, net $ — $ — $ — Net loss — (2,389,210 ) (4,693,223 ) Basic and diluted net loss per share $ — $ (0.04 ) $ (0.08 ) The above unaudited pro forma information was determined based on the historical GAAP results of Arna Therapeutics Ltd, Rasna Therapeutics Ltd and Rasna Therapeutics Inc. The unaudited pro forma condensed consolidated results are provided for informational purposes only and are not necessarily indicative of what the Company's consolidated results of operations actually would have been if the May 17, 2016 acquisition was completed on April 1, 2015 or what the consolidated results of operations will be in the future. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2018 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 4 GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes the Company’s goodwill for the periods indicated resulting from the acquisitions by the Company: September 30, 2018 2017 Goodwill $ 2,722,985 $ 2,722,985 The Company performed an impairment analysis and no impairment was determined. Therefore no impairment was recorded for the periods presented. Intangible Assets On December 17, 2013 the Company’s shareholder, Panetta Partners Limited, transferred 5,000,000 of its shares in Arna Therapeutics Limited to Eurema Consulting S.r.l. and 5,000,000 shares in Arna Therapeutics Limited to TES Pharma S.r.l. In exchange for the shares, Panetta Partners Limited obtained intellectual property ("Platform Technology") from TES Pharma S.r.l and Eurema Consulting S.r.l. Panetta Partners Limited then assigned the Platform Technology to Arna Therapeutics Limited, which was accounted for as a capital contribution. The fair value of the shares exchanged for the IPR&D was $0.13 per share; in addition the issue price for shares in October 2013 was $0.13 per share (shares issued post acquisition of the IPR&D were issued at $0.28) and accordingly the Company valued the Platform Technology at $1.3 million. IPR&D relating to LSD- 1 associated with LSD‐ 1 100,002 Euros for costs incurred to date and to perform research and development on a going forward basis. Additiona lly, the Company entered into an amended license agreement whereby Rasna agreed to pay TTFactor an additional 435,000 Euros as of May 17, 2016, regarding services rendered between September 9, 2014 to May 17, 2016. Based on the cost approach, the IPR&D was valued at $613,100. At the time of the acquisition, the Company had reasonably expected to use the Platform Technology, in the asset’s then current state, in two independent research projects that had not commenced as of the date of the acquisition. The Company’s research projects applied the conclusions reached in the Platform Technology to develop treatments for AML through reformulation of certain available pharmaceuticals and independent development of a new pharmaceutical treatment. Both research projects were initiated shortly after the Platform Technology was acquired and continue through the date of the financial statements. At the time of acquisition, and at present, no legal, regulatory, contractual, competitive, economic, or other factors were present that would constrain the useful life of the Asset to the Company. The agreement to purchase the Asset has no provisions that would limit the timeframe of use, legally, contractually or economically, and the Asset remains a competitive platform for results in the treatment of Acute Myeloid Leukemia and lymphoma. Specifically, the agreement irrevocably assigns all rights and title to the Asset, without limitation or contingencies. No limitations or alternative technology has emerged that would suggest obsolescence or a change in the competitive landscape for the Platform Technology as of the most recent reporting period. In addition, the Company has concluded that the useful life of the Platform Technology at the time of acquisition was beyond a foreseeable horizon, and therefore the asset is classified as an indefinite lived intangible asset. The IPR&D and intellectual property are considered to have an indefinite life and there were no impairment charges recognized during the periods presented. The following table summarizes the Company’s intangible assets as of the following periods: For the Year Ended September 30, 2018 2017 Estimated Useful Life In-process research and development $ 613,100 $ 613,100 Indefinite Intellectual property 236,269 236,269 Indefinite Indefinite lived intangible asset 1,300,000 1,300,000 Indefinite Total Intangible Assets $ 2,149,369 $ 2,149,369 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2018 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5 Property and equipment consists of office equipment which are recorded at cost with an estimated useful life of 3 years, depreciated on a straight line basis. September 30, 2018 2017 Estimated Useful Life (years) Office equipment $ 15,447 $ 12,241 3 Less: accumulated depreciation 10,027 5,194 Property and equipment, net $ 5,420 $ 7,047 Depreciation expense was $4,833 and $3,463 for the year ended September 30, 2018 March 31, 2017 September 30, 2017 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Sep. 30, 2018 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes the Company’s accounts payable and accrued expenses as of the following periods: September 30, 2018 2017 Accounts payable $ 719,830 $ 658,921 Accrued expenses 701,825 319,918 $ 1,421,655 $ 978,839 Accounts payable is predominantly made up of unpaid invoices relating to research and development, accounting and professional fees. Included within the accrued expenses balance of $701,825 September 30, 2018 $72,000 of accrued legal, accounting and professional fees, $193,000 of research and development fees, $22,000 for payroll related expenses, $165,000 for Directors fees, $155,000 for Consultancy and legal fees, $68,000 for credit card expenses and $55,000 for patent related expenses. Included within the accrued expenses balance at September 30, 2017 |
WARRANTS
WARRANTS | 12 Months Ended |
Sep. 30, 2018 | |
WARRANTS [Abstract]. | |
WARRANTS | 7 On April 10, 2016, the Company incurred the obligation to issue warrants to placement agents relating to fundraising. The Company accounted for the obligation based on an estimate of the fair value of warrants issued using the Black-Scholes Model (“BSM”). On the date of recognition of the associated obligation, the Company recorded $484,009 as a reduction to proceeds of the equity offering (additional paid-in-capital). The Company assessed the fair value for each reporting period and recorded changes to additional paid-in capital. At February 28, 2017, the date the warrants were issued, the obligation was reversed to additional paid-in capital and no outstanding liability existed. Based upon the Company’s analysis of the criteria contained in ASC Topic 815 40 “Derivatives and Hedging - Contracts in an Entity’s Own Equity”, the Company determined that the warrants issued as placement agent warrants are classified as equity in additional paid in capital. On July 3, 2017, the Company entered into a finders agreement with a placement agent whereby they incurred an obligation to issue warrants once a private placement has successfully been entered into. On August 31, 2017, the performance condition had been satisfied and the Company issued the related warrants. Based upon the Company’s analysis of the criteria contained in ASC Topic 815 40 “Derivatives and Hedging - Contracts in an Entity’s Own Equity”, the Company determined that the warrants issued as placement agent warrants are classified as equity in additional paid in capital. On September 1, 2017, the Company issued warrants to placement agents in lieu of fees for consultancy services to be provided over a period of time. Based upon the Company’s analysis of the criteria contained in ASC Topic 815 40 “Derivatives and Hedging - Contracts in an Entity’s Own Equity”, the Company determined that the warrants issued in lieu of consultancy fees are classified as equity in additional paid in capital. The Company accounted for the obligation based on an estimate of the fair value of warrants issued using the Black-Scholes Model (“BSM”). The fair value of the warrants at the date of issuance has been calculated based on the following inputs and assumptions using the Black Scholes Model: September 1, August 31, 2017 February 28, 2017 Fair value at issuance date $1,420,456 $424,179 $2,914,884 Warrants issued 374,000 112,000 1,440,501 Exercise Price $0.60 $0.65 $0.37 Stock Price $4.00 $4.00 $2.10 Expected Term (Years) 10 10 10 Volatility % 91% 91% 105% Discount Rate - Bond Equivalent Yield 2.35% 2.35% 2.55% Dividend Yield —% —% —% The input assumptions used are as follows: Discount rate —Based on the daily yield curve rates for U.S. Treasury obligations with maturities which correspond to the expected term of the Company’s stock options. Dividend yield —The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Expected volatility —Based on the historical volatility of seven different comparable Companies’ stock. Expected term —The Company has used the life of the warrant. The following table summarizes warrant activity for the six months ended September 30, 2017 September 2018 Number of Warrants Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at March 31, 2017 1,440,501 0.37 8.5 5,229,019 Granted 486,000 0.61 9.92 1,646,800 Forfeited — — — — Outstanding balance at September 30, 2017 1,926,501 0.43 8.86 $ 6,875,819 Granted — — — — Forfeited — — — — Outstanding balance at September 30, 2018 1,926,501 — — $ 6,875,819 Warrants exercisable at September 30, 2018 1,926,501 — — $ 6,875,819 The performance related warrants issued on August 31, 2017 are fully vested and do not have any forfeiture conditions attached. During the year ended September 30, 2018 March 31, 2017 no costs recognized for consultancy related warrants. During the six months ended September 30, 2017 |
CONVERTIBLE NOTE
CONVERTIBLE NOTE | 12 Months Ended |
Sep. 30, 2018 | |
CONVERTIBLE NOTE [Abstract] | |
CONVERTIBLE NOTE | 8. CONVERTIBLE NOTE On August 8, 2018, the Company entered into a 12% Convertible Promissory Note (the “Agreement”) with High Octane Bioresearch Ltd. (the “Holder”) pursuant to which the Company issued a Convertible Promissory Note to the Holder. The Holder provided the Company with $135,000 in cash, which was received by the Company during the period ended September 30, 2018. The Company promised to pay the principal amount, together with guaranteed interest at the annual rate of 12%, with principal and accrued interest on the Note due and payable on August 9, 2019 (unless converted under terms and provisions as set forth within the Agreement). The Note provides the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price equal to the lower of (i) $0.65 per share or (ii) the price of the next financing during the 180 days after the date of the Agreement, subject to adjustments noted within the Agreement. The number of shares issuable upon a conversion shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of the Note to be converted by (y) the Conversion Price. The Agreement requires the Company to reserve and keep available out of its authorized and unissued shares of common stock the amount of shares that would be issued upon conversion of the Note, which includes the outstanding principal amount of the Note and interest accrued and to be accrued through the date of maturity. Interest expense associated with the Note was $2,340 for the three and twelve months ended September 30, 2018. |
ISSUANCE OF COMMON STOCK
ISSUANCE OF COMMON STOCK | 12 Months Ended |
Sep. 30, 2018 | |
ISSUANCE OF COMMON STOCK [Abstract] | |
ISSUANCE OF COMMON STOCK | 9. ISSUANCE OF COMMON STOCK On August 25, 2017, the Company issued 861,538 shares of common stock at $0.65 per share for proceeds of $560,000 in connection with a securities purchase agreement with accredited investors, as defined in Regulation D promulgated under Securities Act of 1933 On December 20, 2016, the Company issued an aggregate of 3,366,667 shares of common stock, at $0.60 per share for aggregate net proceeds of $2,007,500, in connection with a securities purchase agreement with certain accredited investors, as defined in Regulation D promulgated under the Securities Act. The securities purchase agreement contained the following features: • Anti-dilution provision – if the Company issues any common stock or any securities of the Company which would entitle the holder thereof to acquire at any time common stock, in a subsequent financing entitling any person or entity to acquire shares of common stock at an effective price per share less $0.60 (subject to prior adjustment for reverse and forward stock splits and the like), the Company shall issue to the holder a number of additional common stock shares equal to (a) the amount paid by the holder divided by 0.60 (subject to prior adjustment for reverse and forward stock splits and the like), less (b) the common stock issued to the holder. The Company has determined that host instrument was more akin to equity than debt and that the above financial instruments were clearly and closely related to the host instrument, with bifurcation and classification as a derivative liability not required. The host instrument, was classified as permanent equity and the above identified embedded feature will not be bifurcated from the host and therefore classified as permanent equity with the common stock. As discussed in Note 3 , on May 17, 2016, persuant to the Merger Agreement, the Company completed a reverse merger whereby 35,650,289 shares of Arna were canceled and converted to a right to receive 35,650,289 shares of the Company’s stock. In effect, as a result of the share exchange, an additional 19,187,500 shares were ultimately issued to previous Rasna non-affiliate shareholders at a price of $0.40 per share of common stock totaling 54,837,790. Management used the price of $0.40 per share of common stock based on the value of shares used by Rasna in its equity raise that occurred in April 2016, where such shares were issued in contemplation of the merger transaction occurring in May 2016. In addition, as discussed in Note 1 1 3 3,305,000 common shares to legacy Active With Me shareholders. Immediately following the Merger, 1,500,000 shares were canceled, which related to one legacy Active With Me shareholder that effectively spun off the remaining assets of Active With Me in connection with the transaction. Finally, subsequent to the transaction, the Company executed a 3.25 for 1 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2018 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 10 STOCK-BASED COMPENSATION 2016 On July 19, 2016, the Company adopted its 2016 one 9,750,000 shares of the Company’s common stock was authorized for issuance with respect to awards granted under the Equity Incentive Plan. The fair value of stock option grants is calculated on the date of the grant using the Black-Scholes option pricing model. Compensation expense is recognized over the period of service, generally the vesting period. During the year ended September 30, 2018 0 options were granted by the Company and 10,000 options were forfeited. the six months ended September 30, 2017 , 1,792,500 March 31, 2017 1,500,000 stock options were granted and no options were forfeited. The following assumptions were used in the Black-Scholes options pricing model to estimate the fair value of stock options for the year ended September 30, 2018 September 30, 2017 year ended March 31, 2017 Directors and Employees - Vesting period Non - Employees - Vestion Period Immediate 1 2 3 4 Immediate 1 2 3 Stock Price $1.495-$1.55 $1.495-$4.00 $1.495-$4.00 $1.495-$4.00 $0.85-$4.00 $0.48 $0.480-$1.85 $0.480-$1.85 $0.480-$1.85 Expected life (years) 5 5.5 5.75 6 6.25 3.97 3.97 3.97 4.10 Expected volatility 85-89% 81-89% 81-89% 81-89% 81% 85-89% 85-89% 85-89% 85-89% Expected dividend yield —% —% —% —% —% —% —% —% —% Risk-free interest rate 0.91% 0.91% - 1.57% 0.91% - 1.57% 0.91% - 1.57% 0.91% - 1.57% 104.80% 104.80% 104.80% 104.10% The input assumptions used are as follows: Discount rate —Based on the daily yield curve rates for U.S. Treasury obligations with maturities which correspond to the expected term of the Company’s stock options. Dividend yield —The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Expected volatility —Based on the historical volatility of seven Expected term —The Company has had minimal stock options exercised since inception. The expected option term represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in Staff Accounting Bulletin (“SAB”) No. 107 107 “plain vanilla” share options. Under SAB No. 107 “plain vanilla” if they have the following basic characteristics: (i) granted “at-the-money”; (ii) exercisability is conditioned upon service through the vesting date; (iii) termination of service prior to vesting results in forfeiture; (iv) limited exercise period following termination of service; and (v) options are non-transferable and non-hedgeable. The Company will continue to use the simplified method for the expected term until it has the historical data necessary to provide a reasonable estimate of expected life in accordance with SAB No. 107 110 “plain-vanilla” stock options, and therefore used a simple average of the vesting period and the contractual term for options granted subsequent to January 1, 2006 as permitted by SAB No. 107 Forfeitures —ASC Topic 718 if actual forfeitures differ from those estimates. The Company has estimated zero The following table summarizes stock option activity for the year ended September 30, 2018 September 30, 2017 March 31, 2017 Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at March 31, 2016 1,662,375 0.20 7.32 — Granted 1,500,000 0.40 — — Forfeited — — — — Outstanding balance at March 31, 2017 3,162,375 0.29 8.09 5,975,874 Granted 1,792,500 1.01 — — Forfeited — — — — Forfeited and Expired 125,000 0.40 — — Outstanding balance at September 30, 2017 4,829,875 0.56 8.22 $ 16,639,397 Granted — — — — Exercised — — — — Forfeited and Expired 10,000 4.00 — — Outstanding balance at September 30, 2018 4,819,875 0.55 7.27 $ 589,837 Options exercisable at September 30, 2018 3,082,995 0.37 6.62 $ 557,836 The weighted-average grant-date fair value of options granted to employees during the year ended September 30, 2018 September 30, 2017 March 31, 2017 $0, $0.69 and $1.33 per share respectively. There were no options exercised during the year ended September 30, 2018 September 30, 2017 March 31, 2017 . As of September 30, 2018 , there was $604,542 of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 1.18 years. As of September 30, 2017 , there was $1,576,653 1.6 years . March 31, 2017 , there was $1,076,368 of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 2.5 years . The charges related to share based compensation to directors, officers and employees are included within the Consultancy fees related parties expense category in the statement of operations. For the six months ended September 30, 2017 September 30, 2018 March 31, 2017 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2018 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 11 INCOME TAXES The components of loss before income taxes consisted of the following: Year Ended September 30, Six months Ended September 30, Year Ended March 31, 2018 2017 2017 US $ (4,063,896 ) $ (3,096,200 ) $ (2,913,073 ) Foreign (10,372 ) 63,437 (1,520,659 ) Total $ (4,074,268 ) $ (3,032,763 ) $ (4,433,732 ) As of September 30, 2018 , the Company is expected to have net operating loss carryforwards of approximately $6.9 million for federal tax purposes, which will expire in 2037 $2.0 million. The utilization of these NOL's may be subject to limitations based on past and future changes in ownership of the Company pursuant to Internal Revenue Code section 382 382 Income tax expenses attributable to income for continuing operations consists of: Year ended September 30, Six months Ended September 30, Year ended March 31, 2018 2017 2017 Federal: Current — — — Deferred $ (75,319 ) $ (723,182 ) $ (791,171 ) Foreign: Current — — — Deferred — — 421,925 State and local: Current — — — Deferred (345,541 ) (236,072 ) (258,265 ) Change in valuation allowance 422,953 967,779 627,511 Income tax provision/(benefit) $ 2,093 $ 8,525 $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of the asset and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that gave rise to the deferred tax assets and liabilities are as follows: September 30, 2018 2017 Deferred tax assets: Accrued Compensation $ 53,854 $ 42,149 Stock Compensation 365,607 323,691 Net operating losses 2,019,018 1,645,543 Fixed assets — 504 Total gross deferred tax asset 2,438,479 2,011,887 Less: valuation allowance (2,438,300 ) (2,011,887 ) Net deferred tax asset 179 — Deferred tax liabilities: Intangible assets (10,619 ) (8,525 ) Fixed assets (178 ) — Total Deferred tax liabilities (10,797 ) (8,525 ) Net Deferred Income Tax Asset/(Liability) $ (10,618 ) $ (8,525 ) In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. Based upon the above criteria, the Company believes that it is more likely than not that the remaining net deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance of approximately $2.4 million against the deferred tax asset that is not expected to be realized. The Tax Cuts and Jobs Act (The 2017 2017 corporate tax rate from 34 21 2017 before Valuation Allowance at September 30, 2018. The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. The Company accrued no penalties and interest during the year ended September 30, 2018 , the six month ended September 30, 2017 and for the year ended March 31, 2017. A reconciliation of the statutory Federal Income tax rate and effective tax rate of the provision for income taxes is as follows: Year ended September 30, Six months ended September 30, Year ended March 31, 2018 2017 2017 Federal statutory rate 25.08 % 34 % 34 % Permanent items (4.41 )% (6.52 )% (3.68 )% Foreign rate differential (0.06 )% 0.71 % (4.11 )% 2017 — % (1.7 )% (15.82 )% State taxes 6.41 % 5.14 % 3.69 % Increase in valuation allowance (10.37 )% (31.91 )% (14.2 )% Impact of the change to Federal Statutory Tax ( 16.70 )% — % — % Other — % — % 0.12 % Effective income tax rate (0.05 )% (0.28 )% 0 % The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of September 30, 2018 , open years related to the federal jurisdiction are fiscal years ending 2017 2016 2015 In the years ended March 31, 2017 2016 as Arna Therapeutics Limited, was registered in British Virgin Islands, with a standard rate of tax of 0%, and as such has no tax liability in this jurisdiction. Additionally, there are no material uncertain tax positions in any of the jurisdictions that the Company operates. The Company has no open tax audits for the returns that were filed, with any tax authority as of September 30, 2018 . Accordingly, there were no material uncertain tax positions in any of the jurisdictions that the Company operated in. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2018 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS During the normal course of its business, the Company enters into various transactions with entities that are both businesses and individuals. The following is a summary of the related party transactions as of September 30, 2018 and at September 30, 2017 Rasna Therapeutics Ltd As of March 31, 2016, the Company was owed $ 607,159 he $ 607,159 3 2 . Eurema Consulting Eurema Consulting S.r.l. is a significant stockholder of the Company. During the twelve months ended September 30, 2018 September 30, 2017 March 31, 2017 0 50,000 September 30, 2018 September 30, 2017 200,000 Gabriele Cerrone Gabriele Cerrone is affiliated with one twelve months ended September 30, 2018 six months ended September 30, 2017 and twelve months ended March 31, 2017 0 $0 and $ 50,000 respectively, in respect of consultancy fees 9,000 for the year ended September 30, 2018 September 30, 2017 March 31, 2017 As of September 30, 2018 September 30, 2017 175,000 Roberto Pellicciari Roberto Pellicciari is the majority shareholder of TES Pharma Srl, one twelve months ended September 30, 2018 , six months ended September 30, 2017 and twelve months ended March 31, 2017 0 50,000 September 30, 2018 September 30, 2017 175,000. Riccardo Dalla Favera Riccardo Dalla Favera was a Director of Arna Therpeutics Limited and resigned as Director of Rasna Therapeutics Inc in September 30, 2018 During the years ending September 30, 2018 six months ended September 30, 2017 and twelve months ended March 31, 2017 22,917 and $ 25,000 September 30, 2018 and September 30, 2017 $ 41,667 and $ 0 James Mervis James Mervis was a Director of Arna Therpeutics Limited and resigned as Director of Rasna Therapeutics Inc in September 30, 2018 During the years ending September 30, 2018 six months ended September 30, 2017 and twelve months ended March 31, 2017 James and $0, respectively, in respect of directors fees. As of September 30, 2018 and September 30, 2017 James $29,167 and $0, res Tiziana Life Sciences Plc ("Tiziana") As of September 30, 2018 , and September 30, 2017 Tiziana Life Sciences plc was $237,866 and $ 0 with Tiziana whereby the Company is charged for shared services such as the payroll and rent, see Note 13 Panetta Partners Panetta Partners Limited, a shareholder of Arna, is a company in which Gabriele Cerrone has significant interest and also serves as a director. At September 30, 2018 September 30, 2017 Alessandro Padova Alessandro Padova is the chairman of Rasna Therapeutics Inc and aslo serves on the Board of Directors of TES Pharma, one of the Comapny's suppliers. At September 30, 2018 and September 30, 2017, TES Pharma were owed $75,000 and $0 respectively. There is no interest charged on the balances with related parties. There are no defined repayment terms and such amounts can be called for payment at any time. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13 COMMITMENTS AND CONTINGENCIES Research Agreements In December 2013, Arna Therapeutics Limited entered into a research agreement with TES Pharma SRL to collaborate on a research program to discover and optimize compounds for the diagnosis or treatment of Acute Myloid Leukemia. Under the terms of the agreement, Arna Therapeutics Limited paid TES Pharma $1,500,000 in the year ended March 2014. In December 2015, Arna Therapeutics Limited entered into a standstill agreement with TES Pharma, whereby TES Pharma agreed to carry on with the research program in a reduced capacity until January 2016 for no additional payment. On May 3, 2016, the existing agreement was novated from Arna Therapeutics Limited to Rasna Therapeutics Inc and the Company entered in an amendment into the research agreement whereby work on the original research plan was to continue inconsideration for EUR 580,000 for one years through to September 2017. On May 18, 2017, the Company entered into an extension to the research agreement whereby work on the new research plan was to continue inconsideration for EUR 80,000 As of September 30, 2018 March 31, 2017 $0 and $341,000, respectively, of research and development expenses related to these agreements. In February 2017, the Company entered into a research agreement with Ascendia Pharmaceutical to conduct feasibility studies for a formulation for Actinomycin D. Under the agreement, the Company is committed to pay $200,000 for services provided over a period of 4 September 30, 2018 March 31, 2017 the Company had incurred approximately $0 and $66,806 respectively, of research and development expenses related to this agreement. In February 2017, the Company entered into a research agreement with Particle Sciences Inc to carry out formulation development for Actinomycin D. Under the agreement, the Company is committed to pay $105,800 for services provided over a period of 3 September 30, 2018 , the Company had incurred approximately $0 of research and development expenses related to this agreement. On June 7, 2017, the Company entered into a further agreement with Ascendia under which the Company is committed to pay $60,000 for services provided over a period from July 2017 to September 2017. During the year ended September 30, 2018 , the Company had incurred approximately $0 of research and development expenses related to this agreement. License Agreements In November 2016, the Company entered into a license agreement with Profs. Falini and Martellii, wherein it obtained the exclusive rights related to the use or reformulation of Actinomycin D and intends to utilize these rights for the development of new product. In connection with this agreement, the Company is committed to paying milestone payments, the first being a EUR 50,000 payment to be paid 6 months after the agreement was signed. The payment was made to Profs. Falini and Martelli in June 2017. The specific timing of the remaining milestones cannot be predicted and depend upon research and clinical developments. None of the milestones have been reached as of the date of these financial statements. Lease Agreements In January 2017, the Company entered into a lease agreement with Bucks County Biotechnology Centre Inc in Doylestown Pennsylvania, where certain employees of the Company are based. The lease provides for annual basic lease payments from February 1, 2017 to January 31, 2018 of $13,480, plus and utility expense estimate of $237 per month. The lease has a renewable option. Employment and Consultancy Agreements In October 2016, the Company entered into a consultancy agreement with Tiziano Lazzaretti in which he agreed to serve as Chief Financial Officer for a fee of $50,000 per year. This was increased to $80,000 a year in April 2017 by the Company's compensation committee. The Company has entered a number of employment agreements commencing in January 2017. These appointments relate to clinical and non clinical employees, and are reviewable on an annual basis. The Company's committed to paying $251,375 for the period to December 2017. On May 24, 2017, the Company entered into an employment agreement with Dr. Kunwar Shailubhai in which Dr. Shailubhai agreed to act as Chief Executive Officer and Chief Scientific Officer. Pursuant to the Employment Agreement, Dr. Shailubhai’s current base compensation is $300,000 per year. Dr. Shailubhai is eligible to receive a cash bonus of up to 35% of his base salary per year based on meeting certain performance objectives and bonus criteria. Pursuant to the Employment Agreement, Dr. Shailubhai received a grant of stock options to purchase 1,700,000 The fair value of these options is $985,081. Shared Services Agreement The Company has entered into a shared services agreement with Tiziana Life Sciences Plc. Under the terms of this agreement, the Company will be charged for shared administrative services including payroll and rent for the Lexington Avenue premises, on a monthly basis based on allocated costs incurred. This agreement is effective from January 1, 2017. At September 30, 2018 $252,746 is due by Tiziana Life Sciences plc. Other Commitments The Company has entered into certain licensing agreements for products currently under development. The Company may be obligated in future periods to make additional payments, which would become due and payable only upon the achievement of certain research and development, regulatory, and approval milestones. The specific timing of such milestones cannot be predicted and depend upon future discretionary research and clinical developments, as well as, regulatory agency actions. Further, under the terms of certain agreements the Company may be obligated to pay commercial milestones contingent upon the realization of sales revenues and sublicense revenues. Due to the long range nature of such commercial milestones, they are neither probable at this time nor predictable, and consequently are not considered contingent milestone payment amounts. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2018 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 14 On October 19, 2018 the Company issued a 12 (i) $0.65 per share or (ii) the price of the next financing during the 180 days after the date of the Note. If the holder has not converted the Note into common stock by the maturity date, the Company must repay the outstanding principal amount plus accrued interest. In connection with the promissory note, the Company has also agreed to issue to the introductory agent a number of shares equal to 10% of the number of shares of common stock issued to noteholder upon such conversion. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2018 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles United States |
Principles of Consolidation | Principles of Consolidation In accordance with ASC 810 Consolidation, the Company consolidates any entity in which it has a controlling financial interest. Further, the Company consolidates any variable interest entity that it is deemed to be the primary beneficiary of, and have the power to direct its significant activities. Upon review of the relationship between Rasna Therapeutics Limited (“Rasna UK”) and Rasna Inc., Management noted that equity investment in Rasna UK is not sufficient to fund its operations. Accordingly, Rasna Inc. is considered to be the primary beneficiary of the assets held within Rasna UK, which primarily consist of cash received from Rasna Inc. to fund its operations, and has power to direct its significant activities. As a result, Rasna Inc. consolidates this variable interest entity. The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Rasna DE, and Rasna DE's subsidiary, Arna Therapeutics Limited. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. |
Change in Fiscal Year | Change in Fiscal Year The Company changed its fiscal year end from March 31 to September 30 within its Form 10-KT filing of September 30, 2017 on November 30, 2017. |
Business Combinations | Business Combinations The Company accounts for business combinations under the provisions of ASC Topic 805 10 805 10 805 10 The amounts reflected within the Note 3 are the results of the final valuation report of the purchase price allocation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its estimates on an ongoing basis, including those related to the carrying amount of intangible assets, to the fair values of stock based awards, income taxes and contingent liabilities, among others. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates and such differences could be material to the consolidated financial position and results of operations. |
Reclassifications | |
Fair Value | Fair Value The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities, approximate fair value because of the short-term nature of such financial instruments. Management measures certain other assets at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of related party receivables. Deposits held with banks, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand and bear minimal risk. Management believes that the institutions that hold our instruments are financially sound and are subject to minimal credit risk. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three 2017 |
Property and Equipment | Property and Equipment Expenditures for additions, renewals and improvements are capitalized at cost. Depreciation is computed in a straight line method based on the estimated useful lives of the related assets. The estimated useful lives of the major classes of depreciable assets are 3 years for property and equipment. Expenditures for repairs and maintenance are charged to operations as incurred. The Company periodically evaluates whether current events or circumstances indicate that the carrying life of the depreciable assets may not be recoverable. |
Goodwill and Intangible assets | Goodwill and Intangible assets Intangible assets are made up of indefinite lived intangible assets, in-process research and development, (“IPR&D”) and certain intellectual property (“IP”). The balance of the indefinite lived intangible assets represents the platform technology that was acquired in 2013 3 which, at the time, was determined to have alternative future uses. IPR&D assets represent the fair value assigned to acquired technologies in a business combination, (see note 3 Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. Goodwill is assessed for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the asset might be impaired. An impairment charge is recognized only when the implied fair value of the Company’s reporting unit’s goodwill is less than its carrying amount. Management evaluates indefinite life intangible assets for impairment on an annual basis and on an interim basis if events or changes in circumstances between annual impairment tests indicate that the asset might be impaired. The ongoing evaluation for impairment of its indefinite life intangible assets requires significant management estimates and judgment. Management reviews definite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges during the year ended, the six months ended September 30, 2017 and the year ended March, 31 2017 |
Risks And Uncertainties | Risks and Uncertainties The Company intends to operate in an industry that is subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks associated with an early stage company, including the potential risk of business failure. |
Convertible Notes | Convertible Notes In August 2018, the Company entered into a 12 135,000 12 360 August 8, 2019 |
Research and development | Research and development Expenditures for research and development are charged to the statements of operations in the year in which they are, incurred with the exception of expenditures incurred in respect of the development of major new products where the outcome of those projects is assessed as being reasonably certain in regards to viability and technical feasibility. Such expenditure is capitalized and amortized straight line over the estimated period of sale for each product, commencing in the year that sales of the product are first made. To date, the Company has not capitalized any such expenditures other than certain IPR&D & IP recorded in connection with certain acquisition or equity transactions. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. A valuation allowance may be established to reduce deferred tax assets to the amount that management believes is more likely than not to be realized. Due to inherent complexities arising from the nature of the business, future changes in income tax law and variances between actual and anticipated operating results, management makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. On December 22, 2017, The Tax Cuts and Jobs Act was signed into law and has resulted in significant change to the U.S corporate income tax system. These changes include a federal statutory rate reduction from 34% to 21%, a transition tax which applies to the repatriate of foreign earnings and profits, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. Changes in tax rates and tax laws are accounted for in the period of enactment. The Company recognizes in the financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. The Company incurred no liability and, therefore, did not need to record interest and penalties during the year ended September 30, 2018 2017 |
Foreign Currency | Foreign Currency Items included in the financial statements are measured using their functional currency, being the currency of the primary economic environment in which the company operates. The financial statements are presented in United States Dollar (“USD”), which is the company’s functional and presentational currency. Foreign currency transactions are translated using the rate of exchange applicable at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-translation at the year-end of monetary assets and liabilities denominated in foreign currencies are recognized in the statements of operations. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The following table sets forth potential common shares issuable upon the exercise of outstanding options and the exercise of warrants, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: September 30, March 31, 2018 2017 2017 Stock options 4,819,875 4,829,875 3,162,375 Warrants 1,926,501 1,926,501 1,440,501 Total shares issuable upon exercise or conversion 6,746,376 6,756,376 4,602,876 The following is the computation of net loss per share for the following periods: For the Year Ended September 30, For the six months ended September 30, For the Year Ended March 31, 2018 2017 2017 Net loss for the period $ (4,076,361 ) $ (3,041,288 ) $ (4,433,732 ) Weighted average number of shares 68,908,003 68,215,948 60,816,068 Net loss per share (basic and diluted) $ (0.06 ) $ (0.04 ) $ (0.07 ) |
Warrants | Warrants In April 2016, the Company committed to issue warrants as compensation to the placement agents relating to fundraising. On February 28, 2017, the Company issued a ten year warrant to purchase 1,440,501 shares of common stock at an exercise price of $0.37 per share. The Company had determined that the service inception date preceded the grant date, and accordingly, recorded a liability to issue warrants in the Company as of the date that the equity was issued, with an offset charge to additional paid-in capital as these are offering costs. The liability to issue warrants was marked to market each period until the grant date, at which point the Company determined that in accordance with ASC 815-40-25- 7 7 In July 2017, the Company committed to issue warrants as compensation to the placement agents relating to fundraising. On August 31, 2017, the Company issued a ten year 112,000 shares of common stock at an exercise price of $0.65 per share. On August 31, 2017, the Company entered into consulting agreements with placement agents who were providing consulting services in the areas of capital market advisory and investor relations. In lieu of fees for these consulting services, on September 1, 2017, the Company issued ten year 347,000 shares of common stock at an exercise price of $0.60 per share. The Company determined that the service inception date did not preceed the grant date, and accordingly classifies the warrants in stockholder's equity, in accordance with ASC 815-40-25- 7 7 |
Equity-based Payments | Equity-Based Payments ASC Topic 718 “Compensation-Stock Compensation” requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. The Company accounts for shares of common stock, stock options and warrants issued to employees based on the fair value of the stock, stock option or warrant, if that value is more reliably measurable than the fair value of the consideration or services received. The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505 50 “Equity -Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Accordingly the fair value of these options is being “marked to market” quarterly until the measurement date is determined. |
Accounting Changes | Accounting Changes Effective October 1, 2017, the Company adopted the provisions of Accounting Standards Update 2016 09 “Compensation - Stock Compensation (Topic 718 (“ASU 2016 09 2016 09 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017 01 805 ): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual financial reporting periods beginning after December 15, 2017. The Company adopted this ASU described above in its Consolidated Financial Statements beginning in October 1, 2018 and has determined that it has not had a material impact on our financial statements. In July 2017, FASB, issued Accounting Standards Update, or ASU, 2017 11 260 480 815 1 815 2 ) the guidance on recognition and measurement of the value transferred upon the trigger of a down-round feature for equity-classified instruments by revising ASC 260 In August, 2016, the FASB issued ASU 2016 15 320 are presented 2016 15 eight specific cash flow issues. The Company adopted ASU 2016 15 In January 2017, the FASB issued ASU 2017 04 350 two An entity will apply a one The guidance is effective for annual and interim goodwill impairment tests performed for periods beginning after December 15, 2019 with early adoption permitted in January 2017. The Company is currently evaluating the impact of adopting this guidance In May 2017, The FASB issued ASU 2017 09 718 2017 09 2017 09 2017 09 s consolidated financial statements. In June 2018, the FASB issued ASU 2018 - 07 , Compensation - Stock Compensation (Topic 718 718 , to include share-based payment transactions for acquiring goods and services from nonemployees. Some of the areas for simplification apply only to nonpublic entities. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments in A SU 2018 - 07 also clarify that Topic 718 does not apply to share-based payments used to effectively provide ( 1 ) financing to the issuer or ( 2 ) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606 , Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years In August 2018, the FASB issued ASU 2018 13 820 2018 13 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table sets forth potential common shares issuable upon the exercise of outstanding options and the exercise of warrants, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: September 30, March 31, 2018 2017 2017 Stock options 4,819,875 4,829,875 3,162,375 Warrants 1,926,501 1,926,501 1,440,501 Total shares issuable upon exercise or conversion 6,746,376 6,756,376 4,602,876 |
Schedule of computation of net loss per share | The following is the computation of net loss per share for the following periods: For the Year Ended September 30, For the six months ended September 30, For the Year Ended March 31, 2018 2017 2017 Net loss for the period $ (4,076,361 ) $ (3,041,288 ) $ (4,433,732 ) Weighted average number of shares 68,908,003 68,215,948 60,816,068 Net loss per share (basic and diluted) $ (0.06 ) $ (0.04 ) $ (0.07 ) |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
ACQUISITIONS [Abstract] | |
Schedule of allocation of the purchase price in connection with the acquisition | The Company’s allocation of the purchase price in connection with the acquisition was calculated as follows: Balance as of May 17, 2016 Share consideration transferred $ 7,675,000 Forgiveness of receivable 607,159 Consideration transferred $ 8,282,159 Less: Fair value of assets acquired Cash and cash equivalents (5,116,609 ) Other receivables (14,187 ) Prepayment (66,856 ) Related party receivables (20,412 ) Intellectual property (236,269 ) In-Process research and development (613,100 ) Plus: Liabilities assumed Accounts payable and accrued expenses 492,603 Related party payables 15,656 Goodwill $ 2,722,985 |
Schedule of unaudited pro forma information | Year Ended (unaudited) Six September 30 (unaudited) Year Ended March 31, (unaudited) 2018 2017 2017 Total revenues, net $ — $ — $ — Net loss — (2,389,210 ) (4,693,223 ) Basic and diluted net loss per share $ — $ (0.04 ) $ (0.08 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | September 30, 2018 2017 Goodwill $ 2,722,985 $ 2,722,985 |
Summary of intangible assets | The following table summarizes the Company’s intangible assets as of the following periods: For the Year Ended September 30, 2018 2017 Estimated Useful Life In-process research and development $ 613,100 $ 613,100 Indefinite Intellectual property 236,269 236,269 Indefinite Indefinite lived intangible asset 1,300,000 1,300,000 Indefinite Total Intangible Assets $ 2,149,369 $ 2,149,369 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
Schedule of property, plant and equipment | September 30, 2018 2017 Estimated Useful Life (years) Office equipment $ 15,447 $ 12,241 3 Less: accumulated depreciation 10,027 5,194 Property and equipment, net $ 5,420 $ 7,047 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | |
Summary of accounts payable and accrued expenses | The following table summarizes the Company’s accounts payable and accrued expenses as of the following periods: September 30, 2018 2017 Accounts payable $ 719,830 $ 658,921 Accrued expenses 701,825 319,918 $ 1,421,655 $ 978,839 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
WARRANTS [Abstract]. | |
Schedule of inputs and assumptions used in Black Scholes Model to calculate the fair value of the warrants at the date of issuance | The fair value of the warrants at the date of issuance has been calculated based on the following inputs and assumptions using the Black Scholes Model: September 1, August 31, 2017 February 28, 2017 Fair value at issuance date $1,420,456 $424,179 $2,914,884 Warrants issued 374,000 112,000 1,440,501 Exercise Price $0.60 $0.65 $0.37 Stock Price $4.00 $4.00 $2.10 Expected Term (Years) 10 10 10 Volatility % 91% 91% 105% Discount Rate - Bond Equivalent Yield 2.35% 2.35% 2.55% Dividend Yield —% —% —% |
Summary of warrant activity | The following table summarizes warrant activity for the six months ended September 30, 2017 September 2018 Number of Warrants Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at March 31, 2017 1,440,501 0.37 8.5 5,229,019 Granted 486,000 0.61 9.92 1,646,800 Forfeited — — — — Outstanding balance at September 30, 2017 1,926,501 0.43 8.86 $ 6,875,819 Granted — — — — Forfeited — — — — Outstanding balance at September 30, 2018 1,926,501 — — $ 6,875,819 Warrants exercisable at September 30, 2018 1,926,501 — — $ 6,875,819 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
STOCK-BASED COMPENSATION [Abstract] | |
Schedule of assumptions used in Black-Scholes options pricing model to estimate the fair value of stock options | The following assumptions were used in the Black-Scholes options pricing model to estimate the fair value of stock options for the year ended September 30, 2018 September 30, 2017 year ended March 31, 2017 Directors and Employees - Vesting period Non - Employees - Vestion Period Immediate 1 2 3 4 Immediate 1 2 3 Stock Price $1.495-$1.55 $1.495-$4.00 $1.495-$4.00 $1.495-$4.00 $0.85-$4.00 $0.48 $0.480-$1.85 $0.480-$1.85 $0.480-$1.85 Expected life (years) 5 5.5 5.75 6 6.25 3.97 3.97 3.97 4.10 Expected volatility 85-89% 81-89% 81-89% 81-89% 81% 85-89% 85-89% 85-89% 85-89% Expected dividend yield —% —% —% —% —% —% —% —% —% Risk-free interest rate 0.91% 0.91% - 1.57% 0.91% - 1.57% 0.91% - 1.57% 0.91% - 1.57% 104.80% 104.80% 104.80% 104.10% |
Summary of stock option activity | The following table summarizes stock option activity for the year ended September 30, 2018 September 30, 2017 March 31, 2017 Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at March 31, 2016 1,662,375 0.20 7.32 — Granted 1,500,000 0.40 — — Forfeited — — — — Outstanding balance at March 31, 2017 3,162,375 0.29 8.09 5,975,874 Granted 1,792,500 1.01 — — Forfeited — — — — Forfeited and Expired 125,000 0.40 — — Outstanding balance at September 30, 2017 4,829,875 0.56 8.22 $ 16,639,397 Granted — — — — Exercised — — — — Forfeited and Expired 10,000 4.00 — — Outstanding balance at September 30, 2018 4,819,875 0.55 7.27 $ 589,837 Options exercisable at September 30, 2018 3,082,995 0.37 6.62 $ 557,836 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
INCOME TAXES [Abstract] | |
Schedule of components of loss before income taxes | The components of loss before income taxes consisted of the following: Year Ended September 30, Six months Ended September 30, Year Ended March 31, 2018 2017 2017 US $ (4,063,896 ) $ (3,096,200 ) $ (2,913,073 ) Foreign (10,372 ) 63,437 (1,520,659 ) Total $ (4,074,268 ) $ (3,032,763 ) $ (4,433,732 ) |
Schedule of income tax expenses attributable to income for continuing operations | Income tax expenses attributable to income for continuing operations consists of: Year ended September 30, Six months Ended September 30, Year ended March 31, 2018 2017 2017 Federal: Current — — — Deferred $ (75,319 ) $ (723,182 ) $ (791,171 ) Foreign: Current — — — Deferred — — 421,925 State and local: Current — — — Deferred (345,541 ) (236,072 ) (258,265 ) Change in valuation allowance 422,953 967,779 627,511 Income tax provision/(benefit) $ 2,093 $ 8,525 $ — |
Schedule of deferred tax assets and liabilities | The temporary differences that gave rise to the deferred tax assets and liabilities are as follows: September 30, 2018 2017 Deferred tax assets: Accrued Compensation $ 53,854 $ 42,149 Stock Compensation 365,607 323,691 Net operating losses 2,019,018 1,645,543 Fixed assets — 504 Total gross deferred tax asset 2,438,479 2,011,887 Less: valuation allowance (2,438,300 ) (2,011,887 ) Net deferred tax asset 179 — Deferred tax liabilities: Intangible assets (10,619 ) (8,525 ) Fixed assets (178 ) — Total Deferred tax liabilities (10,797 ) (8,525 ) Net Deferred Income Tax Asset/(Liability) $ (10,618 ) $ (8,525 ) |
chedule of reconciliation of the statutory Federal Income tax rate and effective tax rate of the provision for income taxes | A reconciliation of the statutory Federal Income tax rate and effective tax rate of the provision for income taxes is as follows: Year ended September 30, Six months ended September 30, Year ended March 31, 2018 2017 2017 Federal statutory rate 25.08 % 34 % 34 % Permanent items (4.41 )% (6.52 )% (3.68 )% Foreign rate differential (0.06 )% 0.71 % (4.11 )% 2017 — % (1.7 )% (15.82 )% State taxes 6.41 % 5.14 % 3.69 % Increase in valuation allowance (10.37 )% (31.91 )% (14.2 )% Impact of the change to Federal Statutory Tax ( 16.70 )% — % — % Other — % — % 0.12 % Effective income tax rate (0.05 )% (0.28 )% 0 % |
GENERAL INFORMATION (Details)
GENERAL INFORMATION (Details) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)segment | Mar. 31, 2017USD ($) | May 16, 2016subsidiary | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Number of subsidiaries | subsidiary | 1 | |||
Accumulated deficit | $ 12,299,068 | $ 16,375,429 | ||
Net loss | 3,041,288 | 4,076,361 | $ 4,433,732 | |
Net cash used in operating activities | $ 2,078,751 | $ 2,629,800 | $ 2,963,858 | |
Arna Therapeutics Limited | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Number of segments | segment | 1 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | Sep. 01, 2017 | Feb. 28, 2017 | Aug. 31, 2018 | Feb. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | Aug. 31, 2017 | Mar. 31, 2016 |
Accounting Policies [Line Items] | |||||||||
Accumulated deficit | $ (12,299,068) | $ (16,375,429) | |||||||
Net loss | (3,041,288) | (4,076,361) | $ (4,433,732) | ||||||
Net cash used in operating activities | (2,078,751) | $ (2,629,800) | (2,963,858) | ||||||
Estimated useful lives | 3 years | ||||||||
Impairment charge | 0 | $ 0 | |||||||
Percentage of convertible promissory note | 12.00% | ||||||||
Original purchase amount | $ 135,000 | ||||||||
Interest rate | 12.00% | ||||||||
Cash equivalents | $ 2,537,611 | $ 42,693 | $ 4,048,962 | $ 0 | |||||
Placement Agent [Member] | |||||||||
Accounting Policies [Line Items] | |||||||||
Warrants and Rights Outstanding Terms | 10 years | 10 years | 10 years | ||||||
Warrant to purchase number of shares (in shares) | 347,000 | 1,440,501 | 1,440,501 | 112,000 | |||||
Exercise price (in dollars per share) | $ 0.60 | $ 0.37 | $ 0.37 | $ 0.65 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Antidilutive Shares (Details) - shares | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares issuable upon exercise or conversion | 6,756,376 | 6,746,376 | 4,602,876 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares issuable upon exercise or conversion | 1,926,501 | 1,926,501 | 1,440,501 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares issuable upon exercise or conversion | 4,829,875 | 4,819,875 | 3,162,375 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net loss per share (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||
Net loss for the period | $ (3,041,288) | $ (4,076,361) | $ (4,433,732) |
Weighted average number of shares (in shares) | 68,215,948 | 68,908,003 | 60,816,068 |
Net loss per share (basic and diluted) (in dollars per share) | $ (0.04) | $ (0.06) | $ (0.07) |
ACQUISITIONS - Narrative (Deta
ACQUISITIONS - Narrative (Details) | Aug. 15, 2016shareholdershares | May 17, 2016USD ($)shareholder$ / sharesshares | Sep. 30, 2017shares | Sep. 30, 2018shares | Mar. 31, 2017USD ($) | May 05, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Related party receivable forgiven | $ | $ 607,159 | |||||
Cancellation of shares (in shares) | 1,500,000 | |||||
Shares issued in exchange (in shares) | 0.3333 | 0.33 | 0.33 | 0.33 | ||
Number of legacy shareholders with canceled shares following Merger | shareholder | 1 | |||||
Conversion ratio | 3.25 | 0.0325 | 0.0325 | 0.0325 | ||
Share outstanding (in shares) | 68,609,003 | 68,609,003 | ||||
Shares issued (in shares) | 19,187,500 | |||||
Arna Therapeutics Limited | ||||||
Business Acquisition [Line Items] | ||||||
Voting interests acquired (as percent) | 65.00% | |||||
Share price (in dollars per share) | $ / shares | $ 0.40 | |||||
Consideration transferred | $ | $ 7,675,000 | |||||
Shares issued (in shares) | 54,837,790 | |||||
Shares issued (in shares) | 19,187,500 | |||||
Rasna, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ | $ 8,282,159 | |||||
Related party receivable forgiven | $ | 607,159 | |||||
Rasna, Inc. | In-process research and development | ||||||
Business Acquisition [Line Items] | ||||||
Acquired indefinite-lived assets | $ | $ 613,100 | |||||
Active With Me, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Cancellation of shares (in shares) | 1,500,000 | 1,500,000 | ||||
Shares issued in exchange (in shares) | 0.33 | |||||
Shares issued (in shares) | 3,305,000 | |||||
Number of legacy shareholders with canceled shares following Merger | shareholder | 1 | |||||
Reverse stock split | 3.25 for 1 | |||||
Conversion ratio | 3.25 | |||||
Transaction costs in connection with acquisition | $ | $ 170,000 | |||||
Share outstanding (in shares) | 64,679,798 | |||||
Active With Me, Inc. | Post Merger | ||||||
Business Acquisition [Line Items] | ||||||
Shares cancelled as result of split-off (in shares) | 1,500,000 | |||||
Share outstanding (in shares) | 19,901,471 | |||||
Falconridge Holdings Limited | ||||||
Business Acquisition [Line Items] | ||||||
Notes payable | $ | $ 236,269 |
ACQUISITIONS - Allocation of P
ACQUISITIONS - Allocation of Purchase Price (Details) - USD ($) | May 17, 2016 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||
Forgiveness of receivable | $ 607,159 | ||
Less: Fair value of assets acquired | |||
Other receivables | (14,187) | ||
Plus: Liabilities assumed | |||
Goodwill | $ 2,722,985 | $ 2,722,985 | |
Rasna, Inc. | |||
Business Acquisition [Line Items] | |||
Share consideration transferred | 7,675,000 | ||
Forgiveness of receivable | 607,159 | ||
Consideration transferred | 8,282,159 | ||
Less: Fair value of assets acquired | |||
Cash and cash equivalents | (5,116,609) | ||
Prepayment | (66,856) | ||
Related party receivables | (20,412) | ||
Plus: Liabilities assumed | |||
Accounts payable and accrued expenses | 492,603 | ||
Related party payables | 15,656 | ||
Goodwill | 2,722,985 | ||
Rasna, Inc. | Intellectual property | |||
Less: Fair value of assets acquired | |||
Acquired indefinite-lived assets | (236,269) | ||
Rasna, Inc. | In-process research and development | |||
Less: Fair value of assets acquired | |||
Acquired indefinite-lived assets | $ (613,100) |
ACQUISITIONS - Proforma Inform
ACQUISITIONS - Proforma Information (Details) - Active With Me, Inc. - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | |
Business Acquisition [Line Items] | |||
Total revenues, net | $ 0 | $ 0 | $ 0 |
Net loss | $ (2,389,210) | $ 0 | $ (4,693,223) |
Basic and diluted net loss per share (in dollars per share) | $ (0.04) | $ 0 | $ (0.08) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) | Dec. 17, 2013USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Aug. 25, 2017$ / shares | May 17, 2016EUR (€) | May 17, 2016USD ($)$ / shares | Jan. 01, 2015EUR (€) |
Indefinite-lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 2,722,985 | $ 2,722,985 | |||||
Goodwill impairment | 0 | 0 | |||||
Share price (in dollars per share) | $ / shares | $ 0.60 | $ 0.40 | |||||
Impairment charge | $ 0 | $ 0 | |||||
In-process research and development | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Share price (in dollars per share) | $ / shares | $ 0.28 | ||||||
Exchange price (in dollars per share) | $ / shares | $ 0.13 | ||||||
Indefinite-lived intangible asset acquired | $ 1,300,000 | ||||||
In-process research and development | Rasna, Inc. | Clinical Research Organization [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Acquired indefinite-lived assets | € | € 100,002 | ||||||
In-process research and development | Rasna, Inc. | Amended license agreement [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Acquired indefinite-lived assets | € | € 435,000 | ||||||
Eurema Consulting S.r.l. | In-process research and development | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Shares issued in purchase of asset (in shares) | shares | 5,000,000 | ||||||
TES Pharma S.r.l. | In-process research and development | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Shares issued in purchase of asset (in shares) | shares | 5,000,000 | ||||||
Rasna, Inc. | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 2,722,985 | ||||||
Rasna, Inc. | Intellectual property | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Acquired indefinite-lived assets | 236,269 | ||||||
Rasna, Inc. | In-process research and development | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Acquired indefinite-lived assets | $ 613,100 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Goodwill Rollforward (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | ||
Goodwill | $ 2,722,985 | $ 2,722,985 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 2,149,369 | $ 2,149,369 |
In-process research and development | ||
Indefinite-lived Intangible Assets [Roll Forward] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 613,100 | 613,100 |
Intellectual property | ||
Indefinite-lived Intangible Assets [Roll Forward] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 236,269 | 236,269 |
Indefinite lived intangible asset | ||
Indefinite-lived Intangible Assets [Roll Forward] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 1,300,000 | $ 1,300,000 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (years) | 3 years | ||
Property, plant and equipment, net | $ 7,047 | $ 5,420 | |
Depreciation | 1,731 | $ 4,833 | $ 3,463 |
Office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (years) | 3 years | ||
Property, plant and equipment, gross | 12,241 | $ 15,447 | |
Less: accumulated depreciation | 5,194 | 10,027 | |
Property, plant and equipment, net | $ 7,047 | $ 5,420 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | ||
Accounts payable | $ 719,830 | $ 658,921 |
Accrued expenses | 701,825 | 319,918 |
Accounts payable and accrued expenses | $ 1,421,655 | $ 978,839 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Narrative (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accrued expenses | $ 701,825 | $ 319,918 |
Accrued legal, accounting and professional fees | 72,000 | 128,000 |
Research and development expense | 193,000 | |
Payroll related expenses | 22,000 | 60,000 |
Directors fees | 165,000 | $ 50,000 |
Consultancy and legal fees | 155,000 | |
Credit card expenses | 68,000 | |
Patent related expenses | $ 55,000 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) | Apr. 10, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)company | Mar. 31, 2017USD ($) |
Class of Warrant or Right [Line Items] | ||||
Warrants issued for consulting services | $ 307,766 | $ 522,350 | $ 2,914,884 | |
Number of comparable companies | company | 7 | |||
Costs recognized | $ 0 | |||
Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued for consulting services | $ 484,009 | |||
Number of comparable companies | company | 7 | |||
Costs recognized | $ 307,765 | $ 0 |
WARRANTS - (Schedule of Inputs
WARRANTS - (Schedule of Inputs and Assumptions Used to Calculate the fair value of the warrants at the date of issuance) (Details) - Warrant [Member] | Sep. 01, 2017USD ($)yr$ / sharesshares | Aug. 31, 2017USD ($)yr$ / sharesshares | Feb. 28, 2017USD ($)yr$ / sharesshares |
Class of Warrant or Right [Line Items] | |||
Fair value at issuance date | $ | $ 1,420,456 | $ 424,179 | $ 2,914,884 |
Warrants issued | shares | 374,000 | 112,000 | 1,440,501 |
Exercise Price [Member] | |||
Class of Warrant or Right [Line Items] | |||
Measurement inputs and assumptions used in calculation of fair value | 0.60 | 0.65 | 0.37 |
Stock Price [Member] | |||
Class of Warrant or Right [Line Items] | |||
Measurement inputs and assumptions used in calculation of fair value | 4 | 4 | 2.10 |
Expected Term (Years) [Member] | |||
Class of Warrant or Right [Line Items] | |||
Measurement inputs and assumptions used in calculation of fair value | yr | 10 | 10 | 10 |
Volatility % [Member] | |||
Class of Warrant or Right [Line Items] | |||
Measurement inputs and assumptions used in calculation of fair value | 91 | 91 | 105 |
Discount Rate - Bond Equivalent Yield [Member] | |||
Class of Warrant or Right [Line Items] | |||
Measurement inputs and assumptions used in calculation of fair value | 2.35 | 2.35 | 2.55 |
Dividend Yield [Member] | |||
Class of Warrant or Right [Line Items] | |||
Measurement inputs and assumptions used in calculation of fair value | 0 | 0 | 0 |
WARRANTS (Summary of Warrant Ac
WARRANTS (Summary of Warrant Activity) (Details) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | |
Number of Warrants | |||
Outstanding | 1,440,501 | 1,926,501 | |
Granted | 486,000 | 0 | |
Forfeited | 0 | 0 | |
Outstanding | 1,926,501 | 1,926,501 | 1,440,501 |
Warrants exercisable | 1,926,501 | ||
Weighted Average Exercise Price Per Option | |||
Outstanding | $ 0.37 | $ 0.43 | |
Granted | 0.61 | 0 | |
Forfeited | 0 | 0 | |
Outstanding | $ 0.43 | 0 | $ 0.37 |
Warrants exercisable | $ 0 | ||
Weighted Average remaining Contractual Life (years) | |||
Outstanding | 8 years 10 months 9 days | 8 years 6 months | |
Granted | 9 years 11 months 1 day | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 5,229,019 | $ 6,875,819 | |
Granted | 1,646,800 | 0 | |
Outstanding | $ 6,875,819 | 6,875,819 | $ 5,229,019 |
Warrants exercisable | $ 6,875,819 |
CONVERTIBLE NOTE - Narrative (D
CONVERTIBLE NOTE - Narrative (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | Aug. 31, 2018 | Aug. 08, 2018 | |
Debt Instrument [Line Items] | |||||||
Interest rate (as a percent) | 12.00% | ||||||
Cash received from the Holder | $ 0 | $ 135,000 | $ 0 | ||||
Convertible Promissory Note | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate (as a percent) | 12.00% | 12.00% | 12.00% | 12.00% | |||
Cash received from the Holder | $ 135,000 | ||||||
Due Date | Aug. 9, 2019 | ||||||
Conversion price | $ 0.65 | $ 0.65 | $ 0.65 | ||||
Period after the date of the Agreement used to calculate the conversion price | 180 days | ||||||
Interest expense associated with the note | $ 2,340 | $ 2,340 |
ISSUANCE OF COMMON STOCK - Nar
ISSUANCE OF COMMON STOCK - Narrative (Details) | Aug. 25, 2017USD ($)$ / sharesshares | Dec. 20, 2016USD ($)$ / sharesshares | May 17, 2016shareholder$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($) |
Issuance of Common Stock [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||
Shares issued pursuant to reverse merger transaction (in shares) | 19,187,500 | |||||
Shares cancelled pursuant to reverse merger transaction (in shares) | 35,650,289 | |||||
Common stock, shares issued (in shares) | 54,837,790 | 68,609,003 | 68,609,003 | |||
Share price (in dollars per share) | $ / shares | $ 0.60 | $ 0.40 | ||||
Shares issued in exchange (in shares) | 0.3333 | 0.33 | 0.33 | 0.33 | ||
Recapitalization (in shares) | 3,305,000 | |||||
Cancellation of shares (in shares) | 1,500,000 | |||||
Number of legacy shareholders with canceled shares following Merger | shareholder | 1 | |||||
Conversion ratio | 3.25 | 0.0325 | 0.0325 | 0.0325 | ||
Value of new stock issued | $ | $ 560,000 | $ 0 | $ 2,007,500 | |||
Security Purchase Agreement | ||||||
Issuance of Common Stock [Line Items] | ||||||
Stock issued (in shares) | 861,538 | 3,366,667 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.60 | |||||
Share price (in dollars per share) | $ / shares | $ 0.65 | $ 0.60 | ||||
Value of new stock issued | $ | $ 560,000 | $ 2,007,500 | ||||
Arna Therapeutics Limited | ||||||
Issuance of Common Stock [Line Items] | ||||||
Shares issued pursuant to reverse merger transaction (in shares) | 35,650,289 |
STOCK-BASED COMPENSATION - Nar
STOCK-BASED COMPENSATION - Narrative (Details) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)company$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Jul. 19, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 1,792,500 | 0 | 1,500,000 | |
Number of comparable companies | company | 7 | |||
Weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 0.69 | $ 0 | $ 1.33 | |
Number of options exercised (in shares) | 0 | 0 | 0 | |
Estimated forfeitures in period (in shares) | 125,000 | 10,000 | 0 | |
Charges related to share based compensation | $ | $ 660,002 | $ 621,931 | $ 1,023,555 | |
Directors Officers and Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Charges related to share based compensation | $ | 660,002 | 621,931 | 1,023,555 | |
2016 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized for issuances (in shares) | 9,750,000 | |||
Total unrecognized compensation costs | $ | $ 1,576,653 | $ 604,542 | $ 1,076,368 | |
Weighted average period to costs are expected to be recognized over | 1 year 7 months 6 days | 1 year 2 months 4 days | 2 years 6 months |
STOCK-BASED COMPENSATION - Fai
STOCK-BASED COMPENSATION - Fair Value Assumptions (Details) | 12 Months Ended |
Sep. 30, 2018$ / shares | |
Employee [Member] | 4 Years [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 6 years 3 months |
Expected volatility (as percent) | 81.00% |
Expected dividend yield (as percent) | 0.00% |
Employee [Member] | 4 Years [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 0.85 |
Risk-free interest rate (as percent) | 0.91% |
Employee [Member] | 4 Years [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 4 |
Risk-free interest rate (as percent) | 1.57% |
Employee [Member] | Immediate [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 5 years |
Expected dividend yield (as percent) | 0.00% |
Risk-free interest rate (as percent) | 0.91% |
Employee [Member] | Immediate [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 1.495 |
Expected volatility (as percent) | 85.00% |
Employee [Member] | Immediate [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 1.55 |
Expected volatility (as percent) | 89.00% |
Employee [Member] | 1 Year [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 5 years 6 months |
Expected dividend yield (as percent) | 0.00% |
Employee [Member] | 1 Year [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 1.495 |
Expected volatility (as percent) | 81.00% |
Risk-free interest rate (as percent) | 0.91% |
Employee [Member] | 1 Year [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 4 |
Expected volatility (as percent) | 89.00% |
Risk-free interest rate (as percent) | 1.57% |
Employee [Member] | 2 Years [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 5 years 9 months |
Expected dividend yield (as percent) | 0.00% |
Employee [Member] | 2 Years [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 1.495 |
Expected volatility (as percent) | 81.00% |
Risk-free interest rate (as percent) | 0.91% |
Employee [Member] | 2 Years [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 4 |
Expected volatility (as percent) | 89.00% |
Risk-free interest rate (as percent) | 1.57% |
Employee [Member] | 3 Years [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 6 years |
Expected dividend yield (as percent) | 0.00% |
Employee [Member] | 3 Years [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 1.495 |
Expected volatility (as percent) | 81.00% |
Risk-free interest rate (as percent) | 0.91% |
Employee [Member] | 3 Years [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 4 |
Expected volatility (as percent) | 89.00% |
Risk-free interest rate (as percent) | 1.57% |
Non-Employee [Member] | Immediate [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 0.48 |
Expected life (years) | 3 years 11 months 19 days |
Expected dividend yield (as percent) | 0.00% |
Risk-free interest rate (as percent) | 104.80% |
Non-Employee [Member] | Immediate [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility (as percent) | 85.00% |
Non-Employee [Member] | Immediate [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility (as percent) | 89.00% |
Non-Employee [Member] | 1 Year [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 3 years 11 months 19 days |
Expected dividend yield (as percent) | 0.00% |
Risk-free interest rate (as percent) | 104.80% |
Non-Employee [Member] | 1 Year [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 0.480 |
Expected volatility (as percent) | 85.00% |
Non-Employee [Member] | 1 Year [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 1.85 |
Expected volatility (as percent) | 89.00% |
Non-Employee [Member] | 2 Years [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 3 years 11 months 19 days |
Expected dividend yield (as percent) | 0.00% |
Risk-free interest rate (as percent) | 104.80% |
Non-Employee [Member] | 2 Years [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 0.480 |
Expected volatility (as percent) | 85.00% |
Non-Employee [Member] | 2 Years [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 1.85 |
Expected volatility (as percent) | 89.00% |
Non-Employee [Member] | 3 Years [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 4 years 1 month 6 days |
Expected dividend yield (as percent) | 0.00% |
Risk-free interest rate (as percent) | 104.10% |
Non-Employee [Member] | 3 Years [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 0.480 |
Expected volatility (as percent) | 85.00% |
Non-Employee [Member] | 3 Years [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price (in dollars per share) | $ 1.85 |
Expected volatility (as percent) | 89.00% |
STOCK-BASED COMPENSATION - Sto
STOCK-BASED COMPENSATION - Stock Options (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Number of Options, Outstanding beginning balance (in shares) | 3,162,375 | 4,829,875 | 1,662,375 | |
Number of Options, Granted (in shares) | 1,792,500 | 0 | 1,500,000 | |
Number of Options, Exercised (in shares) | 0 | 0 | 0 | |
Number of Options, Forfeited (in shares) | 0 | 0 | ||
Number of Options, Forfeited and Expired (in shares) | 125,000 | 10,000 | ||
Number of Options, Outstanding ending balance (in shares) | 4,829,875 | 4,819,875 | 3,162,375 | 1,662,375 |
Number of Options, Options exercisable (in shares) | 3,082,995 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Weighted Average Exercise Price Per Option, Outstanding beginning balance (in dollars per share) | $ 0.29 | $ 0.56 | $ 0.20 | |
Weighted Average Exercise Price Per Option, Granted | 1.01 | 0 | 0.40 | |
Weighted Average Exercise Price Per Option, Exercised (in dollars per share) | 0 | |||
Weighted Average Exercise Price Per Option, Forfeited (in dollars per share) | 0 | 0 | ||
Weighted Average Exercise Price Per Option, Forfeited and Expired (in dollars per share) | 0.40 | 4 | ||
Weighted Average Exercise Price Per Option, Outstanding ending balance (in dollars per share) | $ 0.56 | 0.55 | $ 0.29 | $ 0.20 |
Weighted Average Exercise Price Per Option exercisable (in dollars per share) | $ 0.37 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted Average remaining Contractual Life (years), Outstanding balance | 8 years 2 months 19 days | 7 years 3 months 7 days | 8 years 1 month 2 days | |
Weighted Average remaining Contractual Life (years), Options exercisable | 6 years 7 months 13 days | 7 years 3 months 25 days | ||
Aggregate Intrinsic Value Outstanding | $ 16,639,397 | $ 589,837 | $ 5,975,874 | |
Aggregate Intrinsic Value Options exercisable | $ 557,836 |
INCOME TAXES - Components of I
INCOME TAXES - Components of Income(loss) before Income Taxes (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | |
INCOME TAXES [Abstract] | |||
US | $ (3,096,200) | $ (4,063,896) | $ (2,913,073) |
Foreign | 63,437 | (10,372) | (1,520,659) |
Loss from operations before income taxes | $ (3,032,763) | $ (4,074,268) | $ (4,433,732) |
INCOME TAXES - Narrative (Deta
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2017 | |
INCOME TAXES [Abstract] | ||||
Net operating loss carryforwards | $ 6,900,000 | $ 2,000,000 | ||
Valuation allowance against deferred tax assets | 2,438,300 | $ 2,011,887 | ||
Net deferred tax assets before valuation allowance, prior enactment of the new tax | 3,400,000 | |||
Net deferred tax assets before valuation allowance | 2,438,479 | 2,011,887 | ||
Unrecognized tax benefits, interest and penalties accrued | 0 | |||
Unrecognized tax benefits, interest and penalties recognized | $ 0 | |||
Unrecognized tax benefits | $ 0 | |||
Standard rate of tax | 0.00% | 0.00% |
INCOME TAXES - Income Tax Expe
INCOME TAXES - Income Tax Expenses Attributable to Continuing Operations (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | |
Federal: | |||
Current | $ 0 | $ 0 | $ 0 |
Deferred | (723,182) | (75,319) | (791,171) |
Foreign: | |||
Current | 0 | 0 | 0 |
Deferred | 0 | 0 | 421,925 |
State and local: | |||
Current | 0 | 0 | 0 |
Deferred | (236,072) | (345,541) | (258,265) |
Change in valuation allowance | 967,779 | 422,953 | 627,511 |
Income tax provision/(benefit) | $ 8,525 | $ 2,093 | $ 0 |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Taxes (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Deferred tax assets: | ||
Stock Compensation | $ 53,854 | $ 42,149 |
Net operating losses | 365,607 | 323,691 |
Fixed assets | 2,019,018 | 1,645,543 |
Accrued Compensation | 0 | 504 |
Total gross deferred tax asset | 2,438,479 | 2,011,887 |
Less: valuation allowance | (2,438,300) | (2,011,887) |
Net deferred tax asset | 179 | 0 |
Deferred Tax Liabilities, Net [Abstract] | ||
Intangible assets | (10,619) | (8,525) |
Fixed assets | (178) | 0 |
Total Deferred tax liabilities | (10,797) | (8,525) |
Net Deferred Income Tax Asset/(Liability) | $ (10,618) | $ (8,525) |
INCOME TAXES - Federal Income
INCOME TAXES - Federal Income Tax Reconciliation (Details) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | |
INCOME TAXES [Abstract] | |||
Federal statutory rate | 34.00% | 25.08% | 34.00% |
Permanent items | (6.52%) | (4.41%) | (3.68%) |
Foreign rate differential | 0.71% | (0.06%) | (4.11%) |
2017 Stock based compensation true up | (1.70%) | 0.00% | (15.82%) |
State taxes | 5.14% | 6.41% | 3.69% |
Increase in valuation allowance | (31.91%) | (10.37%) | (14.20%) |
Impact of the change to Federal Statutory Tax | 0.00% | (16.70%) | 0.00% |
Other | 0.00% | 0.00% | 0.12% |
Effective income tax rate | (0.28%) | (0.05%) | 0.00% |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Balance due to related party | $ 550,000 | $ 550,000 | ||
Interest expense | 0 | |||
Directors fees | 50,000 | 165,000 | ||
Research and development | 532,965 | 324,608 | $ 1,564,353 | |
Rasna Therapeutics Limited | ||||
Related Party Transaction [Line Items] | ||||
Due from related party | $ 607,159 | |||
Related party transaction amount | $ 607,159 | |||
Eurema Consulting S.r.l. | ||||
Related Party Transaction [Line Items] | ||||
Due from related party | 200,000 | 200,000 | ||
Consulting Fee | 0 | 0 | 50,000 | |
Gabriele Cerrone | ||||
Related Party Transaction [Line Items] | ||||
Balance due to related party | 175,000 | 175,000 | ||
Consulting Fee | 0 | 0 | 50,000 | |
Additional Fee Amount | 500 | 9,000 | 720 | |
Roberto Pellicceri | ||||
Related Party Transaction [Line Items] | ||||
Balance due to related party | 175,000 | 175,000 | ||
Consulting Fee | 0 | 0 | 50,000 | |
Riccardo Dalla Favera | ||||
Related Party Transaction [Line Items] | ||||
Balance due to related party | 0 | 41,667 | ||
Directors fees | 12,500 | 22,917 | 25,000 | |
James Mervis | ||||
Related Party Transaction [Line Items] | ||||
Balance due to related party | 0 | 29,167 | ||
Directors fees | 0 | 22,917 | $ 0 | |
Tiziana Life Sciences PLC | ||||
Related Party Transaction [Line Items] | ||||
Due from related party | 0 | 237,866 | ||
Panetta Partners | ||||
Related Party Transaction [Line Items] | ||||
Due from related party | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | May 24, 2017USD ($)shares | Apr. 30, 2017USD ($) | Jan. 31, 2017USD ($) | Nov. 30, 2016EUR (€) | Oct. 31, 2016USD ($) | Sep. 30, 2017USD ($)shares | Sep. 30, 2018USD ($)shares | Mar. 31, 2017USD ($)shares | May 18, 2018EUR (€) | Sep. 30, 2017EUR (€) | Jun. 07, 2017USD ($) | Feb. 28, 2017USD ($) |
Research and development expense | $ 532,965 | $ 324,608 | $ 1,564,353 | |||||||||
Options granted (in shares) | shares | 1,792,500 | 0 | 1,500,000 | |||||||||
License Agreement [Member] | ||||||||||||
Agreement term | 6 months | |||||||||||
Milestone payment committed | € | € 50,000 | |||||||||||
Employment and Consultancy Agreements [Member] | ||||||||||||
Commitment amount | $ 251,375 | |||||||||||
Employment and Consultancy Agreements [Member] | Chief Financial Officer [Member] | ||||||||||||
Officers' compensation | $ 80,000 | $ 50,000 | ||||||||||
Employment and Consultancy Agreements [Member] | Chief Executive Officer [Member] | ||||||||||||
Officers' compensation | $ 300,000 | |||||||||||
Pecentage of base salary | 35.00% | |||||||||||
Dr. Shailubhai | Employment and Consultancy Agreements [Member] | ||||||||||||
Purchase of common stock shares | shares | 1,700,000 | |||||||||||
Option vested year | 4 years | |||||||||||
Fair value of the option | $ 985,081 | |||||||||||
TES Pharma S.r.l. | Research Agreements [Member] | ||||||||||||
Commitment amount | € | € 80,000 | € 580,000 | ||||||||||
Research and development expense | $ 0 | $ 341,000 | ||||||||||
Ascendia Pharmaceutical [Member] | ||||||||||||
Research and development expense | 0 | |||||||||||
Ascendia Pharmaceutical [Member] | Research Agreements [Member] | ||||||||||||
Commitment amount | $ 60,000 | $ 200,000 | ||||||||||
Research and development expense | 0 | $ 66,806 | ||||||||||
Particle Sciences Inc [Member] | Research Agreements [Member] | ||||||||||||
Commitment amount | $ 105,800 | |||||||||||
Research and development expense | 0 | |||||||||||
Bucks County Biotechnology Centre Inc [Member] | Lease Agreements [Member] | ||||||||||||
Annual basic lease payments | 13,480 | |||||||||||
Estimated utility expense per month | $ 237 | |||||||||||
Tiziana Life Sciences PLC | Shared Services Agreement [Member] | ||||||||||||
Due to related party | $ 252,746 |
SUBSEQUENT EVENTS - Narrative
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) | Oct. 19, 2018 | Aug. 31, 2018 |
Subsequent Event [Line Items] | ||
Interest rate | 12.00% | |
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 100,000 | |
Interest rate | 12.00% | |
Debt Instrument, Convertible, Conversion Price | $ 0.65 | |
Period after the date of the Note used to calculate the conversion price | 180 days | |
Shares issued to introductory agent as a percentage of the number of shares of common stock issued to noteholder upon conversion | 10.00% |