Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2018 | Feb. 14, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Rasna Therapeutics Inc. | |
Entity Central Index Key | 1,582,249 | |
Trading Symbol | RASP | |
Amendment Flag | false | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Document Period End Date | Dec. 31, 2018 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 68,908,003 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 87,557 | $ 42,693 |
Prepayments and other receivables | 67,198 | 66,936 |
Related party receivable | 132,532 | 237,866 |
Total current assets | 287,287 | 347,495 |
Property and equipment, net | 4,146 | 5,420 |
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 | 4,876,500 | 4,877,774 |
Total assets | 5,163,787 | 5,225,269 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,535,580 | 1,421,655 |
Related parties payable | 550,000 | 550,000 |
Convertible note payable | 235,000 | 137,340 |
Total current liabilities | 2,320,580 | 2,108,995 |
Taxes payable | 10,618 | 10,618 |
Total liabilities | 2,331,198 | 2,119,613 |
Commitments and Contingencies (Note 9) | ||
Shareholders' equity | ||
Common stock, $0.001 par value, respectively; 200,000,000 shares authorized, of which 68,908,003 are issued and outstanding. | 68,909 | 68,909 |
Additional paid-in capital | 19,540,412 | 19,412,176 |
Accumulated deficit | (16,776,732) | (16,375,429) |
Total shareholders' equity | 2,832,589 | 3,105,656 |
Total liabilities and shareholders' equity | $ 5,163,787 | $ 5,225,269 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 |
Statement of Financial Position [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) | 68,908,003 | 68,908,003 |
Common stock, shares outstanding (in shares) | 68,908,003 | 68,908,003 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Cost of revenue | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses: | ||
General and administrative | 184,565 | 873,801 |
Research and development | 75,000 | 176,932 |
Consultancy fees third parties and related parties | 29,218 | 772,395 |
Legal and professional fees | 110,545 | 176,647 |
Total operating expenses | 399,328 | 1,999,775 |
Loss from operations | (399,328) | (1,999,775) |
Other expense: | ||
Foreign currency transaction loss | (1,975) | (3,676) |
Total other expense | (1,975) | (3,676) |
Loss from operations before income taxes | (401,303) | (2,003,451) |
Income tax provision | 0 | 0 |
Net loss | $ (401,303) | $ (2,003,451) |
Basic and diluted loss per share attributable to common shareholders (in dollars per share) | $ (0.01) | $ (0.03) |
Basic and diluted weighted average common shares outstanding (in shares) | 68,908,003 | 68,908,003 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
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 | 224,982 | $ 0 | 224,982 | 0 |
Warrants issued for consulting services | 779,422 | 0 | 779,422 | 0 |
Net Loss | (2,003,451) | 0 | 0 | (2,003,451) |
Balance at Dec. 31, 2017 | 5,038,689 | $ 68,909 | 19,272,299 | (14,302,519) |
Balance (in shares) at Dec. 31, 2017 | 68,908,003 | |||
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 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share based compensation | 128,236 | $ 0 | 128,236 | 0 |
Net Loss | (401,303) | 0 | 0 | (401,303) |
Balance at Dec. 31, 2018 | $ 2,832,589 | $ 68,909 | $ 19,540,412 | $ 16,776,732 |
Balance (in shares) at Dec. 31, 2018 | 68,908,003 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (401,303) | $ (2,003,451) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 128,236 | 224,982 |
Warrants issued for consulting services | 0 | 779,422 |
Depreciation | 1,274 | 1,010 |
Other non-cash items | (2,340) | 0 |
Changes in operating assets and liabilities: | ||
Prepayments and other receivables | (262) | (35,319) |
Related party receivable | 105,334 | 0 |
Accounts payable and accrued expenses | 112,812 | (221,883) |
Net cash used in operating activities | (56,249) | (1,255,239) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of shares of common stock | 0 | 0 |
Proceeds from issuance of convertible note payable | 100,000 | 0 |
Net cash provided by financing activities | 100,000 | 0 |
Effect of foreign exchange rate | 1,113 | 3,676 |
Net increase/(decrease) in cash and cash equivalents | 44,864 | (1,251,563) |
Cash and cash equivalents, beginning of period | 42,693 | 2,537,611 |
Cash and cash equivalents, end of period | $ 87,557 | $ 1,286,048 |
GENERAL INFORMATION
GENERAL INFORMATION | 3 Months Ended |
Dec. 31, 2018 | |
GENERAL INFORMATION [Abstract] | |
GENERAL INFORMATION | 1 GENERAL INFORMATION Rasna Therapeutics, Inc. (“Rasna DE" or "Rasna Inc.”), is a company incorporated in the State of Delaware on March 28, 2016. On October 11, 2017, the Company changed its fiscal year end from March 31 to September 30 and filed a Form 10-KT on November 30, 2017. On April 27, 2016, Rasna Therapeutics Limited, a private limited company incorporated in England and Wales under the U.K. Companies Act (“Rasna UK”) sold its stake in Falconridge Holdings Limited, or Falconridge, to Rasna DE for $ 1. This entity had no operations, no assets or liabilities as of this date. On May 17, 2016, Rasna DE and its subsidiary Falconridge entered into an Agreement of Merger and Plan of Reorganization (“Merger Agreement”) with Arna Therapeutics Limited, a British Virgin Islands company, or Arna, which was a clinical stage biotechnology company focused on drugs to treat diseases in oncology and immunology, mainly focusing on the treatment of leukemia. Pursuant to the agreement, Arna was merged into Falconridge and the shareholders of Arna were issued shares of Rasna DE in exchange for shares of Arna. On August 15, 2016, Active With Me, Inc., or AWM, entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Rasna DE, and Rasna Acquisition, providing for the merger of Rasna Acquisition with and into Rasna DE, (the “Merger”), with Rasna DE, surviving the Merger as a wholly-owned subsidiary of AWM. Rasna Therapeutics, Inc., is a biotechnology company that is engaged in modulating the molecular targets NPM 1 1 The Merger has been treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of AWM’s operations were disposed of prior to the consummation of the transaction. Rasna DE is treated as the accounting acquirer as its shareholders control the Company after the Merger and AWM was the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in the financial statements are those of Rasna DE as if Rasna DE had always been the reporting company. Since AWM 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 |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2018 | |
ACCOUNTING POLICIES [Abstract] | |
ACCOUNTING POLICIES | 2 ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these unaudited condensed consolidated financial statements are set out below. These policies have been applied consistently to all the periods presented unless otherwise stated. Basis of preparation These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (the "SEC”) and United States generally accepted accounting principles (“GAAP”) for interim reporting. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial information. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended September 30, 2018 Principles of Consolidation In accordance with Accounting Standards Codification ("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 for which the Company has 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 was not sufficient to fund its operations. Accordingly, Rasna Inc. was 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 for which the Company has the power to direct its significant activities. As a result, Rasna Inc. consolidates this variable interest entity, which has minimal activity and is in the process of being liquidated. The consolidated financial statements include the financial statements of the Company and its subsidiary, Arna Therapeutics Limited and its variable interest entity, Rasna Therapeutics Ltd, as well as the operations of Rasna Inc. for the period from May 17, 2016 through December 31, 2018 All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. Business Combinations Management accounts for business combinations under the provisions of ASC Topic 805 10 805 10 805 10 The amounts reflected within Note 3 are the results of the final valuation report of the purchase price allocation. 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 over the past years, and at December 31, 2018 , had an accumulated deficit of $16,776,732, a net loss for the three months ended December 31, 2018 of $401,303 and net cash used in operating activities of $56,249. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 In the event that the Company is unable to secure the necessary additional cash resources needed, the Company may slow current development phases or halt new development phases in order to mitigate the effects of the costs of development. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company's cost structure. 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 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, related party balances, 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 investment with an original maturity of three 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 year s for property and equipment 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 (see Note 3 - Acquisitions) n ha 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 indefinite 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 three months ended December 31, 2018 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. Research and development Expenditure for research and development are charged to the statements of operations in the year in which it is 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. 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: December 31, 2018 December 31, 2017 Stock options 4,076,675 4,829,875 Warrants 1,926,501 1,926,501 Total shares issuable upon exercise or conversion 6,003,176 6,756,376 The following is the computation of net loss per share for the following periods: For the Three Months Ended December 31, 2018 2017 (Unaudited) (Unaudited) Net loss for the period $ (401,303 ) $ (2,003,451 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.01 ) $ (0.03 ) 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 - Warrants 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 warrant to purchase 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 warrants to purchase 374,000 shares of common stock at an exercise price of $0.60 per share. The Company determined that the service inception date did not precede the grant date, and accordingly classifies the warrants in shareholders' equity, in accordance with ASC 815-40-25- 7 7 Equity-Based Payments ASC Topic 718 The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505 50 Income taxes 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 Changes in tax rates and tax laws are accounted for in the period of enactment. D uring the three December 31, 2018 2017 Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017 1 805 The Company adopted ASU 2017-01 on October 1, 2018 and it did not have any effect on our consolidated financial statements. 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 July 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017 11 260 480 815 1 815 2 260 In August, 2016, the FASB issued ASU 2016 15 320 2016 15 eight 2016 15 In May 2017, The FASB issued ASU 2017 09 718 2017 09 2017 09 2017 09 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 apply 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 beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. We do not plan to early adopt this ASU. We are currently evaluating the potential impacts of this updated guidance, and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018 13 820 2018 13 |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Dec. 31, 2018 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | 3 ACQUISITIONS The following transactions were accounted for using the acquisition 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, 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 residual assets acquired and liabilities assumed comprised the VIE that was controlled by Rasna, Inc. 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 associated 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 was 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 shareholders 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 shares in Active With Me, Inc. Once issued, the new shares were combined with the 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 stock split on its common shares. Following the closing of the Merger and Rasna Successor’s cancellation of 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 for 1 64,679,798 shares outstanding in the combined entity. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Dec. 31, 2018 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 4 GOODWILL AND INTANGIBLE ASSETS As noted in Note 3 on May 17, 2016, there was a transaction where the Company acquired an entity and, at initial purchase price, it was determined that there was $236,269 of intellectual property, $613,100 of In-process research and $2,722,985 of goodwill. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method of accounting. The following table summarizes the Company’s goodwill for the periods indicated resulting from the acquisitions by the Company: December 31, September 30, 2018 2018 Goodwill $ 2,722,985 $ 2,722,985 The Company performed an impairment analysis and no impairment was determined. Therefore no impairment was recorded as of December 31, 2018 September 30, 2018 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 Tech nology at $1.3 million. IPR&D relating to LSD- 1 1 100,002 Euros for costs incurred to date and to perform research and development on a going forward basis. Additionally, 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 three months ended December 31, 2018 the period ended September 30, 2018 The following table summarizes the Company’s intangible assets as of the following periods: December 31, September 30, 2018 2018 Estimated (Unaudited) 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 $ 2,149,369 $ 2,149,369 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Dec. 31, 2018 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes the Company’s accounts payable and accrued expenses as of the following periods: December 31, 2018 (Unaudited) September 30, 2018 Accounts payable $ 800,808 $ 719,830 Accrued expenses 734,772 701,825 $ 1,535,580 $ 1,421,655 Accounts payable is predominantly made up of unpaid invoices relating to research and development, accounting and professional f ees. Included within the accrued expenses balance of $734,772 at December 31, 2018 ely $ 268,000 relating to vendors for research and development expenses, $183,000 rela ting to an accrual for directors fees, approximately $52,000 relating payroll accruals, approximately $85,000 related to legal expenses, approximately $ accrued consultancy fees , approximately $26,000 related of travel expenses incurred on the Company credit card, and approximately $61,000 of other accrued costs. Included within the accrued expenses balance of $701,825 at 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, $39,000 for credit card expenses and $55,000 for patent related expenses. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Dec. 31, 2018 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 6 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. Stock-based compensation expense is the estimated fair value of options granted amortized on a straight-line basis over the requisite service period for the entire portion of the award less an estimate for anticipated forfeitures. The Company uses the “simplified” method to estimate the expected term of the options because the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. ended December 31, 2018 and 2017. The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our stock options. The following table summarizes stock option activity for the three months ended December 31, 2018 Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at September 30, 2018 4,819,875 0.55 7.27 $ 589,837 Granted — — — — Exercised — — — — Forfeited and Expired (743,200 ) (0.30 ) — — Outstanding balance at December 31, 2018 4,076,675 0.59 7.12 $ 595,959 Options exercisable at December 31, 2018 2,473,130 0.40 6.41 $ 558,625 As of December 31, 2018 , there was approximately $737,405 of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighte d average period 1.0 years. For the three months ended December 31, 2018 $119,017 related to share based compensation to directors and employees respectively, has been included within the general and administrative expense category in the unaudited condensed consolidated interim financial statements. An additional $9,218 related to non-employees respectively, has been included within the consultancy fees third parties and related parties expense category in the unaudited condensed consolidated interim financial statements. For the three months ended December 31, 2017 $257,207 related to share based compensation to directors and employees respectively, has been included within the general and administrative expense category in the unaudited condensed consolidated interim financial statements. An additional ( $32,225 ) related to non-employees respectively, has been included within the consultancy fees third parties and related parties expense category in the unaudited condensed consolidated interim financial statements. |
WARRANTS
WARRANTS | 3 Months Ended |
Dec. 31, 2018 | |
WARRANTS [Abstract] | |
WARRANTS | 7 WARRANTS 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 options pricing model and the Company recorded $484,009 as a liability and a reduction to proceeds of the equity offering (additional paid-in-capital). The Company assessed the fair value for each reporting period of the liability 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 On July 3, 2017, the Company entered into a finder's 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 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 6 months. Based upon the Company’s analysis of the criteria contained in ASC Topic 815 40 The Company accounted for the obligation based on an estimate of the fair value of warrants issued using the Black-Scholes option pricing model. The Company accounted for the obligation based on an estimate of the fair value of warrants issued using the Black-Scholes option pricing model. The following table summarizes warrant activity for the three months ended December 31, 2018 Number of Warrants Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at October 1, 2018 1,926,501 — — 6,875,819 Granted — — — — Forfeited — — — — Outstanding balance at December 31, 2018 1,926,501 — — $ 6,875,819 Warrants exercisable at December 31, 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 three months ended December 31, 2018 costs were recognized for consultancy related warrants. During the three months ended December 31, 2017, $779,422 of costs were recognized for consultancy related warrants. |
CONVERTIBLE NOTE
CONVERTIBLE NOTE | 3 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE | 8 . On August 8, 2018, the Company entered into a 12% Convertible Promissory Note 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 Note 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. On October 19, 2018, the Company entered into a second 12 % Convertible Promissory Note with the Holder with a maturity date of October 19, 2019. The Holder provided the Company with $ 100,000 At December 31, 2018, there were approximately 362,000 shares reserved for the conversion of the Notes. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2018 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 9 . 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 during the three months ended December 31, 2018 and 2017 Eurema Consulting Eurema Consulting S.r.l. is a significant shareholder of the Company. During the three months ended December 31, 2018 and December 31, 2017, Eurema Consulting did not supply the Company with consulting services. As of December 31, 2018, and September 30, 2018, the balance due to Eurema Consulting S.r.l. was $200,000 for past consultancy services. Gabriele Cerrone Gabriele Cerrone is affiliated with one of our principal shareholders and was a director of Arna Therapeutics Ltd. During the three months ended December 31, 2018 and December 31, 2017, Gabriele Cerrone did not supply the Company with consulting services. As of December 31, 2018, and September 30, 2018, the balance due to Gabriele Cerrone was $ 175,000 for past consultancy services. Roberto Pellicciari Roberto Pellicciari is the majority shareholder of TES Pharma Srl, one of our principal shareholders. During the three months ended December 31, 2018 and December 31, 2017, Roberto Pellicciari did not supply the Company with consulting services. As of December 31, 2018, and September 30, 2018, the balance due to Roberto Pellicciari was $175,000 for past consultancy services. Tiziana Life Sciences Plc ("Tiziana") As at December 31, 2018 and September 30, 2018 $ 252,746 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 December 31, 2018 and September 30, 2018, there was no balance owed to or from Panetta Partners Limited. Alessandro Padova Alessandro Padova is the chairman of Rasna Therapeutics Inc. and also serves on the Board of Directors of TES Pharma, one At December 31, 2018 and September 30, 2018, TES Pharma were owed $0 and $75,000 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 | 3 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES License Agreements In November 2016, the Company entered into a license agreement with Profs. Falini and Martelli, 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 was committed to paying milestone payments, the first being a EUR 50,000 payment to be paid six 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 depends upon research and clinical developments. None of the milestones have been reached as at the date of these unaudited financial statements. Lease Agreements In February 2018, the Company renewed its lease agreement with the same terms, 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, 2018 to January 31, 2019 of $13,480, plus and utility expense estimate of $ 237 per month. During the three months December 31, 2018 , the Company incurred approximately $4,080 of rental expenses related to this agreement. 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. During the three months December 31, 2018 the Company had incurred approximately $20,000 December 31, 2018 On May 24, 2017, the Company entered into an executive employment agreement with Kunwar Shailubhai to serve as Chief Executive Officer and Chief Scientific Officer for a remuneration of $300,000 per annum. Also included within the agreement is a performance related bonus of 35% of base salary. Based on Board discretion, it is not probable that this bonus will be paid out for the period October 1, 2017 to December 31, 2018 December 31, 2018 During the three ended December 31, 2018 , the Company had incurred approximately $7,500 of salary expenses related to this appointment, reflecting 5% of time spent in relation to this employment agreement. The remaining 95% was recharged to Tiziana Life Sciences PLC under the shared services agreement detailed below. In June 2017, the board of directors awarded Dr Shailubhai 1,700,000 options to vest over a 4 year period, with an exercise price of $0.85 and a fair value at grant date of $985,081. During three months ended December 31, 2018 and 2017 the Company had incurred $67,742 and $128,293 respectively The Company has entered a number of employment agreements commencing in January 2017. These agreements relate to clinical and non-clinical employees, and are reviewable on an annual basis. In January 2019, the decision was taken to terminate all employments contracts in Rasna Therapeutics Inc. effective January 16, 2019. This was to reflect the fact that employees were spending an increasing amount of time working on Tiziana Life Sciences PLC. Moving forward, any time spent on Rasna activities will be charged by Tiziana Life Sciences PLC under the shared services agreement. 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 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 December 31, 2018 $132,529 is due from Tiziana Life Sciences PLC. During the three months December 31, 2018 $139,564 of payroll expenses. We were charged $30,149 of rental expenses related to this agreement, for the three months ended December 31, 2018 During the three months December 31, 2017 , the Company had incurred approximately $44,000 of payroll $29,000 of rental expenses respectively, related to this agreement. Other Commitments The Company may enter 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 | 3 Months Ended |
Dec. 31, 2018 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 11 SUBSEQUENT EVENTS The Company has evaluated events that occurred subsequent to December 31, 2018 through February 14, 2019, the date these condensed consolidated financial statements were issued, for matters that required disclosure or adjustment in these condensed consolidated financial statements. In January 2019, the decision was taken to terminate all employments contracts in Rasna Therapeutics Inc. effective from January 16, 2019. This was to reflect the fact that employees were spending an increasing amount of time working on Tiziana Life Sciences PLC. Moving forward, any time spend on Rasna activities will be charged by Tiziana Life Sciences PLC under the shared services agreement. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2018 | |
ACCOUNTING POLICIES [Abstract] | |
Basis of preparation | Basis of preparation These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (the "SEC”) and United States generally accepted accounting principles (“GAAP”) for interim reporting. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial information. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended September 30, 2018 |
Principles of Consolidation | Principles of Consolidation In accordance with Accounting Standards Codification ("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 for which the Company has 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 was not sufficient to fund its operations. Accordingly, Rasna Inc. was 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 for which the Company has the power to direct its significant activities. As a result, Rasna Inc. consolidates this variable interest entity, which has minimal activity and is in the process of being liquidated. The consolidated financial statements include the financial statements of the Company and its subsidiary, Arna Therapeutics Limited and its variable interest entity, Rasna Therapeutics Ltd, as well as the operations of Rasna Inc. for the period from May 17, 2016 through December 31, 2018 All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. |
Business Combinations | Business Combinations Management accounts for business combinations under the provisions of ASC Topic 805 10 805 10 805 10 The amounts reflected within Note 3 are the results of the final valuation report of the purchase price allocation. |
Going Concern | 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 over the past years, and at December 31, 2018 , had an accumulated deficit of $16,776,732, a net loss for the three months ended December 31, 2018 of $401,303 and net cash used in operating activities of $56,249. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 In the event that the Company is unable to secure the necessary additional cash resources needed, the Company may slow current development phases or halt new development phases in order to mitigate the effects of the costs of development. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company's cost structure. |
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 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 | Fair Value The carrying value of the Company’s financial instruments, including cash and cash equivalents, related party balances, 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 investment with an original maturity of three |
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 year s for property and equipment |
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 (see Note 3 - Acquisitions) n ha 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 indefinite 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 three months ended December 31, 2018 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. |
Research and development | Research and development Expenditure for research and development are charged to the statements of operations in the year in which it is 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. |
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: December 31, 2018 December 31, 2017 Stock options 4,076,675 4,829,875 Warrants 1,926,501 1,926,501 Total shares issuable upon exercise or conversion 6,003,176 6,756,376 The following is the computation of net loss per share for the following periods: For the Three Months Ended December 31, 2018 2017 (Unaudited) (Unaudited) Net loss for the period $ (401,303 ) $ (2,003,451 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.01 ) $ (0.03 ) |
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 - Warrants 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 warrant to purchase 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 warrants to purchase 374,000 shares of common stock at an exercise price of $0.60 per share. The Company determined that the service inception date did not precede the grant date, and accordingly classifies the warrants in shareholders' equity, in accordance with ASC 815-40-25- 7 7 |
Equity-Based Payments | Equity-Based Payments ASC Topic 718 The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505 50 |
Income taxes | Income taxes 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 Changes in tax rates and tax laws are accounted for in the period of enactment. D uring the three December 31, 2018 2017 |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017 1 805 The Company adopted ASU 2017-01 on October 1, 2018 and it did not have any effect on our consolidated financial statements. 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 July 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017 11 260 480 815 1 815 2 260 In August, 2016, the FASB issued ASU 2016 15 320 2016 15 eight 2016 15 In May 2017, The FASB issued ASU 2017 09 718 2017 09 2017 09 2017 09 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 apply 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 beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. We do not plan to early adopt this ASU. We are currently evaluating the potential impacts of this updated guidance, and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018 13 820 2018 13 |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
ACCOUNTING POLICIES [Abstract] | |
Schedule of potential common shares issuable upon the exercise of outstanding options and the exercise of warrants | 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: December 31, 2018 December 31, 2017 Stock options 4,076,675 4,829,875 Warrants 1,926,501 1,926,501 Total shares issuable upon exercise or conversion 6,003,176 6,756,376 |
Schedule of computation of net loss per share | The following is the computation of net loss per share for the following periods: For the Three Months Ended December 31, 2018 2017 (Unaudited) (Unaudited) Net loss for the period $ (401,303 ) $ (2,003,451 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.01 ) $ (0.03 ) |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Dec. 31, 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 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
Summary of goodwill | The following table summarizes the Company’s goodwill for the periods indicated resulting from the acquisitions by the Company: December 31, September 30, 2018 2018 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: December 31, September 30, 2018 2018 Estimated (Unaudited) 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 $ 2,149,369 $ 2,149,369 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | |
Accounts Payable and Accrued Expenses | The following table summarizes the Company’s accounts payable and accrued expenses as of the following periods: December 31, 2018 (Unaudited) September 30, 2018 Accounts payable $ 800,808 $ 719,830 Accrued expenses 734,772 701,825 $ 1,535,580 $ 1,421,655 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
STOCK-BASED COMPENSATION [Abstract] | |
Summary of stock option activity | The following table summarizes stock option activity for the three months ended December 31, 2018 Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at September 30, 2018 4,819,875 0.55 7.27 $ 589,837 Granted — — — — Exercised — — — — Forfeited and Expired (743,200 ) (0.30 ) — — Outstanding balance at December 31, 2018 4,076,675 0.59 7.12 $ 595,959 Options exercisable at December 31, 2018 2,473,130 0.40 6.41 $ 558,625 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
WARRANTS [Abstract] | |
Summary of warrant activity | The following table summarizes warrant activity for the three months ended December 31, 2018 Number of Warrants Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at October 1, 2018 1,926,501 — — 6,875,819 Granted — — — — Forfeited — — — — Outstanding balance at December 31, 2018 1,926,501 — — $ 6,875,819 Warrants exercisable at December 31, 2018 1,926,501 — — $ 6,875,819 |
GENERAL INFORMATION (Details)
GENERAL INFORMATION (Details) | Apr. 27, 2016USD ($) |
Falconridge Holdings Limited | Rasna DE | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Consideration transferred | $ 1 |
ACCOUNTING POLICIES - Narrativ
ACCOUNTING POLICIES - Narrative (Details) - USD ($) | Dec. 22, 2017 | Sep. 01, 2017 | Aug. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Accounting Policies [Line Items] | ||||||||
Accumulated deficit | $ (16,776,732) | $ (16,375,429) | ||||||
Net Loss | (401,303) | $ (2,003,451) | ||||||
Net cash used in operating activities | (56,249) | (1,255,239) | ||||||
Cash and cash equivalents | $ 87,557 | 1,286,048 | $ 42,693 | $ 2,537,611 | ||||
Useful life | 3 years | |||||||
Impairment charge | $ 0 | $ 0 | ||||||
Federal statutory rate | 35.00% | 21.00% | ||||||
Placement Agent | ||||||||
Accounting Policies [Line Items] | ||||||||
Warrant term | 10 years | 10 years | 10 years | |||||
Warrant to purchase number of shares (in shares) | 374,000 | 112,000 | 1,440,501 | |||||
Exercise price (in dollars per share) | $ 0.60 | $ 0.65 | $ 0.37 |
ACCOUNTING POLICIES - Antidilu
ACCOUNTING POLICIES - Antidilutive Shares (Details) - shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Line Items] | ||
Total shares issuable upon exercise or conversion | 6,003,176 | 6,756,376 |
Warrants | ||
Accounting Policies [Line Items] | ||
Total shares issuable upon exercise or conversion | 1,926,501 | 1,926,501 |
Stock options | ||
Accounting Policies [Line Items] | ||
Total shares issuable upon exercise or conversion | 4,076,675 | 4,829,875 |
ACCOUNTING POLICIES - Net Loss
ACCOUNTING POLICIES - Net Loss per Share (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
ACCOUNTING POLICIES [Abstract] | ||
Net loss for the period | $ (401,303) | $ (2,003,451) |
Weighted average number of shares (in shares) | 68,908,003 | 68,908,003 |
Net loss per share (basic and diluted) (in dollars per share) | $ (0.01) | $ (0.03) |
ACQUISITIONS - Narrative (Deta
ACQUISITIONS - Narrative (Details) | Aug. 15, 2016shareholdershares | May 17, 2016USD ($)$ / sharesshares | Dec. 31, 2018shares | Sep. 30, 2018shares | May 05, 2016USD ($) |
Business Acquisition [Line Items] | |||||
Related party receivable forgiven | $ | $ 607,159 | ||||
Shares outstanding (in shares) | 68,908,003 | 68,908,003 | |||
Active With Me, Inc. | |||||
Business Acquisition [Line Items] | |||||
Shares issued (in shares) | 3,305,000 | ||||
Cancellation of shares (in shares) | 1,500,000 | ||||
Shares issued in exchange (in shares) | 0.33 | ||||
Number of legacy shareholders with canceled shares following Merger | shareholder | 1 | ||||
Reverse stock split | 3.25 for 1 | ||||
Shares outstanding (in shares) | 64,679,798 | ||||
Conversion ratio | 3.25 | ||||
Active With Me, Inc. | Post Merger | |||||
Business Acquisition [Line Items] | |||||
Shares cancelled as result of split-off (in shares) | 1,500,000 | ||||
Shares outstanding (in shares) | 19,901,471 | ||||
Arna Therapeutics Limited | |||||
Business Acquisition [Line Items] | |||||
Voting interests acquired (as percent) | 65.00% | ||||
Share price (in dollars per share) | $ / shares | $ 0.40 | ||||
Shares issued (in shares) | 19,187,500 | ||||
Shares issuable pursuant to acquisition (in shares) | 54,837,790 | ||||
Consideration transferred | $ | $ 7,675,000 | ||||
Rasna, Inc. | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ | 8,282,159 | ||||
Rasna, Inc. | IPR&D | |||||
Business Acquisition [Line Items] | |||||
Indefinite-lived intangible asset | $ | $ 613,100 | ||||
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 | Dec. 31, 2018 | Sep. 30, 2018 |
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) | ||
Other receivables | (14,187) | ||
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 | |||
Indefinite-lived intangible asset | (236,269) | ||
Rasna, Inc. | In-process research and development | |||
Less: Fair value of assets acquired | |||
Indefinite-lived intangible asset | $ (613,100) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) | Dec. 17, 2013USD ($)project$ / sharesshares | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | May 17, 2016EUR (€) | May 17, 2016USD ($) | Jan. 01, 2015EUR (€) | Oct. 31, 2013$ / shares |
Indefinite-lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 2,722,985 | $ 2,722,985 | |||||
Goodwill impairment | 0 | 0 | |||||
Number of independent research projects | project | 2 | ||||||
Impairment charge | $ 0 | $ 0 | |||||
IPR&D | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Price per share (in dollars per share) | $ / shares | $ 0.13 | ||||||
Shares issued (in dollars per share) | $ / shares | $ 0.28 | $ 0.13 | |||||
Indefinite-lived intangible asset acquired | $ 1,300,000 | ||||||
IPR&D | Eurema Consulting S.r.l. | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Stock issued (in shares) | shares | 5,000,000 | ||||||
IPR&D | TES Pharma S.r.l. | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Stock issued (in shares) | shares | 5,000,000 | ||||||
Clinical Research Organization | IPR&D | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
IPR&D costs | € | € 100,002 | ||||||
Amended License Agreement | IPR&D | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
IPR&D costs | € | € 435,000 | ||||||
Rasna, Inc. | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 2,722,985 | ||||||
Rasna, Inc. | Intellectual property | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
IPR&D costs | 236,269 | ||||||
Rasna, Inc. | IPR&D | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
IPR&D costs | $ 613,100 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
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 ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 2,149,369 | $ 2,149,369 |
In-process research and development | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 613,100 | 613,100 |
Intellectual Property | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 236,269 | 236,269 |
Indefinite lived intangible asset | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 1,300,000 | $ 1,300,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | ||
Accounts payable | $ 800,808 | $ 719,830 |
Accrued expenses | 734,772 | 701,825 |
Accounts payable and accrued expenses | $ 1,535,580 | $ 1,421,655 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accrued expenses | $ 734,772 | $ 701,825 |
Accrual for director fees | 183,000 | |
Payroll accruals | 52,000 | |
Legal expenses | 85,000 | |
Travel expenses incurred credit card expenses | 26,000 | 39,000 |
Accrued legal, accounting and professional fees | 72,000 | |
Research and development expense | 193,000 | |
Payroll related expenses | 22,000 | |
Directors fees | 165,000 | |
Consultancy and legal fees | 60,000 | 155,000 |
Patent related expenses | $ 55,000 | |
Other accrued costs | 61,000 | |
Vendors for research and development expenses | ||
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accrued expenses | $ 268,000 |
STOCK-BASED COMPENSATION - Nar
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jul. 19, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 0 | 0 | |
2016 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 9,750,000 | ||
Total unrecognized compensation cost related to stock options | $ 737,405 | ||
Weighted average period to costs are expected to be recognized over | 1 year | ||
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation | $ 119,017 | $ 257,207 | |
Consultancy Fees Third Parties | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation | $ 9,218 | $ 32,225 |
STOCK-BASED COMPENSATION - Sto
STOCK-BASED COMPENSATION - Stock Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Number of Options | |||
Number of Options, Outstanding balance (in shares) | 4,819,875 | ||
Number of Options, Granted (in shares) | 0 | 0 | |
Number of Options, Exercised (in shares) | 0 | ||
Number of Options, Forfeited and Expired (in shares) | (743,200) | ||
Number of Options, Outstanding balance (in shares) | 4,076,675 | 4,819,875 | |
Number of Options, Options exercisable (in shares) | 2,473,130 | ||
Weighted Average Exercise Price Per Option | |||
Weighted Average Exercise Price Per Option, Outstanding balance (in dollars per share) | $ 0.55 | ||
Weighted Average Exercise Price Per Option, Granted (in dollars per share) | 0 | ||
Weighted Average Exercise Price Per Option, Exercised (in dollars per share) | 0 | ||
Weighted Average Exercise Price Per Option, Forfeited and Expired (in dollars per share) | (0.30) | ||
Weighted Average Exercise Price Per Option, Outstanding balance (in dollars per share) | 0.59 | $ 0.55 | |
Weighted Average Exercise Price Per Option exercisable (in dollars per share) | $ 0.40 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted Average remaining Contractual Life (years), Outstanding balance | 7 years 1 month 13 days | 7 years 3 months 7 days | |
Weighted Average remaining Contractual Life (years) Options exercisable | 6 years 4 months 28 days | ||
Aggregate Intrinsic Value Outstanding balance | $ 595,959 | $ 589,837 | |
Aggregate Intrinsic Value Options exercisable | $ 558,625 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) - USD ($) | Sep. 01, 2017 | Apr. 10, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | ||||
Warrants issued for consulting services | $ 779,422 | |||
Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued for consulting services | $ 484,009 | |||
Warrants provided for services, period for issue | 6 months | |||
Costs recognized | $ 0 | $ 779,422 |
WARRANTS - Summary of Warrant A
WARRANTS - Summary of Warrant Activity (Details) - Warrant [Member] | 3 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Number of Warrants | |
Outstanding | shares | 1,926,501 |
Granted | shares | 0 |
Forfeited | shares | 0 |
Outstanding | shares | 1,926,501 |
Warrants exercisable | shares | 1,926,501 |
Weighted Average Exercise Price Per Option | |
Outstanding | $ / shares | $ 0 |
Granted | $ / shares | 0 |
Forfeited | $ / shares | 0 |
Outstanding | $ / shares | 0 |
Warrants exercisable | $ / shares | $ 0 |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 6,875,819 |
Granted | $ | 0 |
Outstanding | $ | 6,875,819 |
Warrants exercisable | $ | $ 6,875,819 |
CONVERTIBLE NOTE (Details)
CONVERTIBLE NOTE (Details) - Convertible Debt [Member] - USD ($) | 2 Months Ended | 5 Months Ended | |||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Oct. 19, 2018 | Aug. 08, 2018 | |
Debt Instrument [Line Items] | |||||
Interest rate (as percentage) | 12.00% | 12.00% | 12.00% | 12.00% | |
Cash received from the Holder | $ 100,000 | $ 135,000 | |||
Due Date | Aug. 9, 2019 | ||||
Conversion price | $ 0.65 | $ 0.65 | |||
Period after the date of the Agreement used to calculate the conversion price | 180 days | ||||
Shares reserved for the conversion of the Notes | 362,000 | 362,000 |
RELATED PARTY TRANSACTIONS - N
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | |
Related Party Transaction [Line Items] | ||
Balance due to related party | $ 550,000 | $ 550,000 |
Interest expense | 0 | |
Eurema Consulting S.r.l. | ||
Related Party Transaction [Line Items] | ||
Due from related party | 200,000 | 200,000 |
Gabriele Cerrone | ||
Related Party Transaction [Line Items] | ||
Balance due to related party | 175,000 | 175,000 |
Roberto Pellicciari | ||
Related Party Transaction [Line Items] | ||
Balance due to related party | 175,000 | 175,000 |
Tiziana Life Sciences PLC | ||
Related Party Transaction [Line Items] | ||
Due from related party | 132,532 | 252,746 |
Panetta Partners | ||
Related Party Transaction [Line Items] | ||
Due from related party | 0 | 0 |
Alessandro Padova | ||
Related Party Transaction [Line Items] | ||
Due from related party | $ 0 | $ 75,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | May 24, 2017USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Apr. 30, 2017USD ($) | Jan. 31, 2017USD ($) | Nov. 30, 2016EUR (€) | Oct. 31, 2016USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares |
Options granted (in shares) | shares | 0 | 0 | ||||||
Exercise price of options granted (in dollars per share) | $ / shares | $ 0 | |||||||
Bucks County Biotechnology Centre Inc. | Lease agreement | ||||||||
Future minimum payments due | $ 13,480 | |||||||
Estimated utility expense per month | $ 237 | |||||||
Rent expense | $ 4,080 | |||||||
License Agreement | ||||||||
Amount payable for making milestone | € | € 50,000 | |||||||
Agreement term | 6 months | |||||||
Employment and Consultancy Agreements | Chief Financial Officer | ||||||||
Officer's compensation | $ 80,000 | $ 50,000 | ||||||
Consultancy expenses | 20,000 | |||||||
Prepaid Officers Compensation | $ 6,666 | |||||||
Employment and Consultancy Agreements | Chief Executive Officer | ||||||||
Reflecting Percentage | 5.00% | |||||||
Officer's compensation | $ 300,000 | |||||||
Performance bonus (as percent) | 35.00% | |||||||
Bonus accrued | $ 0 | |||||||
Salary expenses | 7,500 | |||||||
Employment and Consultancy Agreements | Dr. Shailubhai | ||||||||
Options granted (in shares) | shares | 1,700,000 | |||||||
Vesting period | 4 years | |||||||
Exercise price of options granted (in dollars per share) | $ / shares | $ 0.85 | |||||||
Grant date fair value | $ 985,081 | |||||||
Expenses related to options | $ 67,742 | $ 128,293 | ||||||
Shared Services Agreement | Tiziana Life Sciences PLC | ||||||||
Reflecting Percentage | 95.00% | |||||||
Rent expense | $ 30,149 | 29,000 | ||||||
Due to affiliates | 132,529 | |||||||
Payroll expense | $ 139,564 | $ 44,000 |