Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Dec. 30, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Rasna Therapeutics Inc. | |
Entity Central Index Key | 0001582249 | |
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | FY | |
Document Transition Report | false | |
Entity File Number | 333-191083 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 39-2080103 | |
Entity Address, Address Line One | 420 Lexington Ave, Suite 2525 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10170 | |
City Area Code | (646) | |
Local Phone Number | 396-4087 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 10,336,200 | |
Entity Common Stock, Shares Outstanding | 68,908,003 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 50,068 | $ 42,693 |
Prepayments and other receivables | 7,176 | 66,936 |
Related party receivable | 14,335 | 237,866 |
Total current assets | 71,579 | 347,495 |
Property and equipment, net | 1,949 | 5,420 |
Intellectual property | 236,269 | 236,269 |
In-process research and development | 613,100 | 613,100 |
Indefinite lived intangible asset - platform technology | 1,300,000 | 1,300,000 |
Goodwill | 2,722,985 | 2,722,985 |
Total non-current assets | 4,874,303 | 4,877,774 |
Total assets | 4,945,882 | 5,225,269 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,590,589 | 1,421,655 |
Related party payables | 550,000 | 550,000 |
Convertible note payable | 264,907 | 137,340 |
Total current liabilities | 2,405,496 | 2,108,995 |
Deferred income taxes | 3,034 | 10,618 |
Total liabilities | 2,408,530 | 2,119,613 |
Commitments and contingencies (Note 12) | ||
Shareholders' equity | ||
Common stock, $0.001 par value, 200,000,000 shares authorized; 68,609,003 are issued and outstanding | 68,909 | 68,909 |
Additional paid-in capital | 19,780,252 | 19,412,176 |
Accumulated deficit | (17,311,809) | (16,375,429) |
Total shareholders' equity | 2,537,352 | 3,105,656 |
Total liabilities and shareholders' equity | $ 4,945,882 | $ 5,225,269 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2019 | Sep. 30, 2018 |
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) | 68,908,003 | 68,609,003 |
Common stock, shares outstanding (in shares) | 68,609,003 | 68,908,003 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses: | ||
General and administrative | 598,763 | 2,527,345 |
Research and development | 14,373 | 324,608 |
Consultancy fees third parties and related parties | 75,228 | 403,290 |
Legal and professional fees | 226,806 | 812,730 |
Total operating expenses | 915,170 | 4,067,973 |
Loss from operations | (915,170) | (4,067,973) |
Other expense: | ||
Interest expense | 27,567 | 2,340 |
Foreign currency transaction loss | (1,227) | (3,955) |
Other expense | (28,794) | (6,295) |
Loss before provision for income taxes | (943,964) | (4,074,268) |
Income tax (benefit)/expense | 7,584 | (2,093) |
Net loss | $ (936,380) | $ (4,076,361) |
Basic and diluted loss per share attributable to common shareholders (in dollars per share) | $ (0.01) | $ (0.06) |
Basic and diluted weighted average common shares outstanding (in shares) | 68,908,003 | 68,908,003 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY - 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 | 621,931 | 621,931 | ||
Net loss | (4,076,361) | (4,076,361) | ||
Warrants issued for consultancy services | 522,350 | 522,350 | ||
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 | 368,076 | 368,076 | ||
Net loss | (936,380) | (936,380) | ||
Warrants issued for consultancy services | ||||
Balance at Sep. 30, 2019 | $ 2,537,352 | $ 68,909 | $ 19,780,252 | $ (17,311,809) |
Balance (in shares) at Sep. 30, 2019 | 68,908,003 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (936,380) | $ (4,076,361) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 368,076 | 621,931 |
Warrants issued for consultancy services | 522,350 | |
Depreciation | 3,471 | 4,833 |
Deferred income tax expense | (7,584) | 2,093 |
Non cash interest expense | 27,567 | 2,340 |
Write off related party receivable | 28,931 | |
Changes in operating assets and liabilities: | ||
Prepayments and other receivables | 59,760 | 62,221 |
Related party receivable | 223,532 | (237,866) |
Accounts payable and accrued expenses | 168,933 | 439,728 |
Related party payables | ||
Net cash used in operating activities | (92,625) | (2,629,800) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (4,073) | |
Net cash used by investing activities | (4,073) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible note | 100,000 | 135,000 |
Net cash provided by financing activities | 100,000 | 135,000 |
Effect of foreign exchange rate on cash | 3,955 | |
Net increase/(decrease) in cash and cash equivalents | 7,375 | (2,494,918) |
Cash and cash equivalent, beginning of period | 42,693 | 2,537,611 |
Cash and cash equivalents, end of period | $ 50,068 | $ 42,693 |
GENERAL INFORMATION
GENERAL INFORMATION | 12 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
GENERAL INFORMATION | 1 GENERAL INFORMATION Rasna Therapeutics, Inc. (“Rasna DE", "Rasna Inc.” or the "Company"), is a biotechnology company incorporated in the State of Delaware on March 28, 2016. The Company is engaged in modulating the molecular targets NPM 1 1 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, 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 Merger 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 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. The Merger was 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 was treated as the accounting acquirer as its shareholders control the Company after the Merger and AWM was treated as the legal acquirer. As a result of the Merger, 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 the transaction was treated as a reverse recapitalization for financial accounting and reporting purposes, no goodwill or other intangible assets were recorded by the Company. 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 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2019 | |
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 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 has power to direct its significant activities. Upon review of the relationship between Rasna UK and Rasna Inc., Management determined that the 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 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 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. Business Combinations Management accounts for business combinations under the provisions of ASC Topic 805 10 805 10 Management is required to complete the purchase price allocation within 12 2015 16 Use of Estimates The preparation of financial statements in conformity with US 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 and accounts payable 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three September 30, 2019 2018 , respectively. 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 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, which at the time of the business combination had not reached technological feasibility and had no alternative future use. IP assets represent the fair value assigned to technologies, which at the time of acquisition have reached technological feasibility, however, had not yet been put into service. Intangible assets are considered to have an indefinite useful life until the completion or abandonment of the associated research and development projects. 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 September 30, 2019 2018 Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations. less than its carrying amount. 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 Expenditures for research and development are charged to 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 expenditures are 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 operations 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 repatriation 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, 2019 2018 Foreign Currency Items included in the financial statements are measured using their functional currency, which is the currency of the primary economic environment in which the company operates. The accompanying 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, warrants and convertible loan notes, using the if-converted 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, 2019 2018 Stock options 4,073,675 4,819,875 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 1,723,333 900,000 Total shares issuable upon exercise or conversion 7,723,509 7,646,376 The following is the computation of net loss per share for the following periods: For the Year Ended September 30, For the Year Ended September 30, 2019 2018 Net loss $ (936,380 ) $ (4,076,361 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.01 ) $ (0.06 ) 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 In February 2016, the FASB issued ASU 2016-02 – Leases (Topic 842). Under this ASU, lessees will recognize a right-of-use-asset and corresponding liability on the balance sheet for all leases, except for leases covering a period of fewer than 12 months. The liability is to be measured as the present value of the future minimum lease payments taking into account renewal options if applicable plus initial incremental direct costs such as commissions. The minimum payments are discounted using the rate implicit in the lease or, if not known, the lessee’s incremental borrowing rate. 2016 02 In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017 01 805 2017 01 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 Recent Accounting Pronouncements In July 2017, the FASB, issued 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 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. The Company is currently evaluating the impact of adopting this guidance on the Company'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 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Sep. 30, 2019 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | 3 . 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 of September 30, 2019, had an accumulated deficit of $17,311,809, a net loss for the year ended September 30, 2019 of The Company expects to continue to incur net losses an d 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 within twelve months from the date these financial statements are issued. 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. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2019 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 4 GOODWILL AND INTANGIBLE ASSETS On May 17, 2016, 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 development, and $2,722,985 of goodwill. Goodwill The following table summarizes the Company’s goodwill for the periods indicated resulting from the acquisitions by the Company: September 30, 2019 2018 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, one 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. 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. The Company retained a Clinical Research Organisation ("CRO") to perform all related research and development 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, 2019 2018 Estimated Useful Life In-process research and development $ 613,100 $ 613,100 Indefinite Intellectual property 236,269 236,269 Indefinite Indefinite lived intangible asset - platform technology 1,300,000 1,300,000 Indefinite Total Intangible Assets $ 2,149,369 $ 2,149,369 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Sep. 30, 2019 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5 Property and equipment consists of office equipment which is recorded at cost with an estimated useful life of 3 years, depreciated on a straight-line basis. September 30, 2019 2018 Estimated Useful Life (years) Office equipment $ 15,447 $ 15,447 3 Less: accumulated depreciation 13,498 10,027 Property and equipment, net $ 1,949 $ 5,420 Depreciation expense was $3,471 and $4,833 for the year ended September 30, 2019 2018 , respectively. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Sep. 30, 2019 | |
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, 2019 2018 Accounts payable $ 863,536 $ 719,830 Accrued expenses 727,053 701,825 $ 1,590,589 $ 1,421,655 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 $727,053 September 30, 2019 $145,000 of accrued legal, accounting and professional fees, $208,000 of research and development fees, $22,000 for payroll related expenses, $234,000 for Directors fees, $60,000 for Consultancy fees, and $58,000 for credit card expenses. Included within the accrued expenses balance at September 30, 2018 $193,000 of research and development fees, $155000 for Consultancy and legal fees, $68,000 for credit card expenses and $55,000 for patent related expenses. |
WARRANTS
WARRANTS | 12 Months Ended |
Sep. 30, 2019 | |
WARRANTS [Abstract]. | |
WARRANTS | 7 The Company had issued warrants to placement agents in lieu of fees for consultancy services and placement agent fees. 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 all the warrants issued are classified as equity in additional paid in-capital. The following table summarizes warrant activity for the years ended September 30, 2019 2018 Number of Warrants Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at October 1, 2017 1,926,501 0.43 8.86 $ 6,875,819 Granted — — — — Forfeited — — — — Outstanding balance at September 30, 2018 1,926,501 0.43 7.86 $ 6,875,819 Warrants exercisable at September 30, 2018 1,926,501 0.43 7.86 $ 6,875,819 Granted — — — — Forfeited — — — — Outstanding balance at September 30, 2019 1,926,501 0.43 6.86 $ — Warrants exercisable at September 30, 2019 1,926,501 0.43 6.86 $ — |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Sep. 30, 2019 | |
CONVERTIBLE NOTE [Abstract] | |
CONVERTIBLE NOTE | 8. CONVERTIBLE NOTES 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. In relation to the Convertible Promissory Note, the Company has also entered into an agreement with , a broker who introduced the Holder to the Company. Under the terms of this agreement, should the Holder convert its principal amount into common stock of the Company, the Company will issue to the number of shares equal to 10% of the number of shares of common stock issued to High Octane upon such conversion. 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 in cash, which was received by the Company during the three months ended December 31, 2018, under the same terms as the first Note. The Company has also entered into another agreement with in lieu of fees, under the same terms as the earlier agreement. In July 2019, the Company extended the maturity date of the Convertible Promissory Notes from August 8, 2019 and October 19, 2019 to August 8, 2020 and October 19, 2020, respectively. All other terms of the Convertible Promissory Notes Convertible Promissory Notes Convertible Promissory Notes Convertible Promissory Notes Convertible Promissory Notes The Company also evaluated the conversion option embedded in the Amended Convertible Promissory Notes he embedded conversion option of the Convertible Promissory Notes The Company utilized a Monte Carlo simulation model to determine the fair value of the Amended Notes. The key assumptions used in the simulation model were: August 8 Note October 19 Note Stock Price at date of valuation $ 0.15 $ 0.15 Exercise price $ 0.65 $ 0.65 Risk-free interest rate 1.98 % 1.98 % Expected dividend yield 0 % 0 % Expected term (in years) 1.04 1.24 Expected Volatility 82 % 82 % At September 30, 2019, there were 1,566,667 shares reserved for the conversion of the Notes and 156,667 shares were reserved in lieu of fees due to Garcer Bioventures. Interest expense associated with the Note was $27,567 and $2,340 for the years ended September 30, 2019 2018 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2019 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 9 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. No options were granted during the years ended September 30, 2019 and 2018 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 the Company's 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 the Company's The following assumptions were used in the Black-Scholes options pricing model to estimate the fair value of stock options for the years ended September 30, 2019 and 2018 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 $0.150-$0.48 Expected life (years) 5 5.5 5.75 6 6.25 3.97 3.97 3.97 5.00 Expected volatility 85-89% 81-89% 81-89% 81-89% 81% 85-89% 85-89% 85-89% 62-62% 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% 1.56% 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 years ended September 30, 2019 and September 30, 2018 Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at October 1, 2017 4,829,875 4,829,875 8.22 16,639,397 Granted — — — — Exercised — — — — Forfeited and Expired 10,000 4.00 — — Outstanding balance at September 30, 2018 4,819,875 0.56 8.22 $ 16,639,397 Options exercisable at September 30, 2018 3,082,995 0.37 6.62 557,836 Granted — — — — Exercised — — — — Forfeited and Expired (746,200 ) 0.32 — — Outstanding balance at September 30, 2019 4,073,675 0.59 6.37 $ — Options exercisable at September 30, 2019 3,183,925 0.48 6.04 $ — There were no years ended September 30, 2019 September 30, 2018 As of September 30, 2019 , there was $ 187,453 of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted-average period of 1.50 years. The charges related to share-based compensation to directors, officers and employees are included within the general and administrative expense category in the statement of operations. For the years ended September 30, 2019 September 30, 2018 372,846 a nd $621,931 respectively. An additional $(4,770) and $($222,591) related to non-employees respectively, has be en included within the consultancy fees third parties and related parties expense category in the statement of operations. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2019 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 10 INCOME TAXES The components of loss before income taxes consisted of the following: Year Ended September 30, Year Ended September 30, 2019 2018 US $ (943,964 ) $ (4,063,896 ) Foreign — (10,372 ) Total $ (943,964 ) $ (4,074,268 ) As of September 30, 2019 , the Company is expected to have net operating loss carryforwards of approximately $7.34 million for federal tax purposes, which will expire in 2037 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, Year Ended September 30, 2019 2018 Federal: Current — — Deferred $ ( 306,125 ) $ (75,319 ) Foreign: Current — — Deferred — — State and local: Current — — Deferred (83,193 ) (345,541 ) Change in valuation allowance 381,734 422,953 Income tax (benefit)/expense $ (7,584 ) $ 2,093 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, 2019 2018 Deferred tax assets: Accrued Compensation $ 73,717 $ 53,854 Stock Compensation 453,767 365,607 Net operating losses 2,120,177 2,019,018 R&D Credit carryforward 148,715 — Fixed assets 561 — Total gross deferred tax asset 2,796,937 2,438,479 Less: valuation allowance (2,784,801 ) (2,438,300 ) Net deferred tax asset 12,136 179 Deferred tax liabilities: Intangible assets (15,170 ) (10,619 ) Fixed assets — (178 ) Total Deferred tax liabilities (15,170 ) (10,797 ) Net Deferred Income Tax Liability $ (3,034 ) $ (10,618 ) 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 full amount of the remaining net deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance of approximately $ 2.79 million against the deferred tax asset that is not expected to be realized. The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. The Company accrued no September 30, 2019 and September 30, 2018 . 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, Year ended September 30, 2019 2018 Federal statutory rate 21.00 % 25.08 % Permanent items 6.91 % (4.41 )% Foreign rate differential — % (0.06 )% 2017 — % — % State taxes 6.96 % 6.41 % Increase in valuation allowance (40.42 )% (10.37 )% Impact of the change to Federal Statutory Tax 6.35 % (16.70 )% Effective income tax rate 0.80 % (0.05 )% 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, 2019 , open years related to the federal jurisdiction are fiscal years ending 2018 2017 2016 The Company has no open tax audits for the returns that were filed, with any tax authority as of September 30, 2019 . 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, 2019 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 11 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 years ended September 30, 2019 and 2018 Eurema Consulting Eurema Consulting S.r.l. is a significant shareholder of the Company. During the years ended September 30, 2019 and 2018 September 30, 2019 Gabriele Cerrone Gabriele Cerrone is the majority shareholder of Panetta Partners, one During the years ended September 30, 2019 and 2018 As of September 30, 2019 Roberto Pellicciari and TES Pharma Roberto Pellicciari is the majority shareholder of TES Pharma Srl, one the Company's During the years ended September 30, 2019 and 2018 As of September 30, 2019 175,000 one Tiziana Life Sciences Plc ("Tiziana") As at September 30, 2019 and 2018 Kunwar Shailubhai, CEO and a director of the Company, is also a director of Tiziana. In addition, Tiziano Lazzaretti, the Company's CFO, is also CFO of Tiziana. The Company is party to a Shared Services agreement with Tiziana whereby the Company is charged for shared services such as the payroll and rent, see Note 9 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 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, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12 COMMITMENTS AND CONTINGENCIES 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 consolidated 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. 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. Employment Agreements 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 performance obligation will be met, therefore no bonus has been accrued as of September 30, 2019. On January 16 2019, this employment contract was terminated in recognition of the reduction in time spent on Rasna activities. 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. The fair value of these options is $985,081. In January 2019, the decision was taken to terminate all employment contracts in Rasna Therapeutics . effective January 16, 2019. This was to reflect the fact that employees were spending an increasing amount of time working on Life Sciences Plc. Moving forward, any time spent on activities will be charged by Life Sciences PLC under the shared services agreement detailed below. 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, NY premises, on a monthly basis based on allocated costs incurred. This agreement is effective from January 1, 2017. At September 30, 2019 $0 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, 2019 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 13 On November 12, 2019, 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. The Holder provided us with $ 57,500 in cash, which we received in November 2019. 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, 2019 | |
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 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 has power to direct its significant activities. Upon review of the relationship between Rasna UK and Rasna Inc., Management determined that the 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 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 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. |
Business Combinations | Business Combinations Management accounts for business combinations under the provisions of ASC Topic 805 10 805 10 Management is required to complete the purchase price allocation within 12 2015 16 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US 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 | Fair Value The carrying value of the Company’s financial instruments, including cash and cash equivalents and accounts payable 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. |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three September 30, 2019 2018 , respectively. |
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 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, which at the time of the business combination had not reached technological feasibility and had no alternative future use. IP assets represent the fair value assigned to technologies, which at the time of acquisition have reached technological feasibility, however, had not yet been put into service. Intangible assets are considered to have an indefinite useful life until the completion or abandonment of the associated research and development projects. 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 September 30, 2019 2018 Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations. less than its carrying amount. |
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 Expenditures for research and development are charged to 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 expenditures are 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 operations 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 repatriation 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, 2019 2018 |
Foreign Currency | Foreign Currency Items included in the financial statements are measured using their functional currency, which is the currency of the primary economic environment in which the company operates. The accompanying 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, warrants and convertible loan notes, using the if-converted 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, 2019 2018 Stock options 4,073,675 4,819,875 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 1,723,333 900,000 Total shares issuable upon exercise or conversion 7,723,509 7,646,376 The following is the computation of net loss per share for the following periods: For the Year Ended September 30, For the Year Ended September 30, 2019 2018 Net loss $ (936,380 ) $ (4,076,361 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.01 ) $ (0.06 ) |
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. |
Recent Accounting Pronouncements | Accounting Changes In February 2016, the FASB issued ASU 2016-02 – Leases (Topic 842). Under this ASU, lessees will recognize a right-of-use-asset and corresponding liability on the balance sheet for all leases, except for leases covering a period of fewer than 12 months. The liability is to be measured as the present value of the future minimum lease payments taking into account renewal options if applicable plus initial incremental direct costs such as commissions. The minimum payments are discounted using the rate implicit in the lease or, if not known, the lessee’s incremental borrowing rate. 2016 02 In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017 01 805 2017 01 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 Recent Accounting Pronouncements In July 2017, the FASB, issued 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 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. The Company is currently evaluating the impact of adopting this guidance on the Company'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, 2019 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT 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: September 30, 2019 2018 Stock options 4,073,675 4,819,875 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 1,723,333 900,000 Total shares issuable upon exercise or conversion 7,723,509 7,646,376 |
Schedule of computation of net loss per share | The following is the computation of net loss per share for the following periods: For the Year Ended September 30, For the Year Ended September 30, 2019 2018 Net loss $ (936,380 ) $ (4,076,361 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.01 ) $ (0.06 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | September 30, 2019 2018 Goodwill $ 2,722,985 $ 2,722,985 |
Schedule of intangible assets | The following table summarizes the Company’s intangible assets as of the following periods: For the Year Ended September 30, 2019 2018 Estimated Useful Life In-process research and development $ 613,100 $ 613,100 Indefinite Intellectual property 236,269 236,269 Indefinite Indefinite lived intangible asset - platform technology 1,300,000 1,300,000 Indefinite Total Intangible Assets $ 2,149,369 $ 2,149,369 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
Schedule of property, plant and equipment | September 30, 2019 2018 Estimated Useful Life (years) Office equipment $ 15,447 $ 15,447 3 Less: accumulated depreciation 13,498 10,027 Property and equipment, net $ 1,949 $ 5,420 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | |
Schedule 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, 2019 2018 Accounts payable $ 863,536 $ 719,830 Accrued expenses 727,053 701,825 $ 1,590,589 $ 1,421,655 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
WARRANTS [Abstract]. | |
Schedule of warrant activity | The following table summarizes warrant activity for the years ended September 30, 2019 2018 Number of Warrants Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at October 1, 2017 1,926,501 0.43 8.86 $ 6,875,819 Granted — — — — Forfeited — — — — Outstanding balance at September 30, 2018 1,926,501 0.43 7.86 $ 6,875,819 Warrants exercisable at September 30, 2018 1,926,501 0.43 7.86 $ 6,875,819 Granted — — — — Forfeited — — — — Outstanding balance at September 30, 2019 1,926,501 0.43 6.86 $ — Warrants exercisable at September 30, 2019 1,926,501 0.43 6.86 $ — |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
CONVERTIBLE NOTE [Abstract] | |
Schedule of fair value key assumptions | August 8 Note October 19 Note Stock Price at date of valuation $ 0.15 $ 0.15 Exercise price $ 0.65 $ 0.65 Risk-free interest rate 1.98 % 1.98 % Expected dividend yield 0 % 0 % Expected term (in years) 1.04 1.24 Expected Volatility 82 % 82 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
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 years ended September 30, 2019 and 2018 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 $0.150-$0.48 Expected life (years) 5 5.5 5.75 6 6.25 3.97 3.97 3.97 5.00 Expected volatility 85-89% 81-89% 81-89% 81-89% 81% 85-89% 85-89% 85-89% 62-62% 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% 1.56% |
Schedule of stock option activity | The following table summarizes stock option activity for the years ended September 30, 2019 and September 30, 2018 Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at October 1, 2017 4,829,875 4,829,875 8.22 16,639,397 Granted — — — — Exercised — — — — Forfeited and Expired 10,000 4.00 — — Outstanding balance at September 30, 2018 4,819,875 0.56 8.22 $ 16,639,397 Options exercisable at September 30, 2018 3,082,995 0.37 6.62 557,836 Granted — — — — Exercised — — — — Forfeited and Expired (746,200 ) 0.32 — — Outstanding balance at September 30, 2019 4,073,675 0.59 6.37 $ — Options exercisable at September 30, 2019 3,183,925 0.48 6.04 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
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, Year Ended September 30, 2019 2018 US $ (943,964 ) $ (4,063,896 ) Foreign — (10,372 ) Total $ (943,964 ) $ (4,074,268 ) |
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, Year Ended September 30, 2019 2018 Federal: Current — — Deferred $ ( 306,125 ) $ (75,319 ) Foreign: Current — — Deferred — — State and local: Current — — Deferred (83,193 ) (345,541 ) Change in valuation allowance 381,734 422,953 Income tax (benefit)/expense $ (7,584 ) $ 2,093 |
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, 2019 2018 Deferred tax assets: Accrued Compensation $ 73,717 $ 53,854 Stock Compensation 453,767 365,607 Net operating losses 2,120,177 2,019,018 R&D Credit carryforward 148,715 — Fixed assets 561 — Total gross deferred tax asset 2,796,937 2,438,479 Less: valuation allowance (2,784,801 ) (2,438,300 ) Net deferred tax asset 12,136 179 Deferred tax liabilities: Intangible assets (15,170 ) (10,619 ) Fixed assets — (178 ) Total Deferred tax liabilities (15,170 ) (10,797 ) Net Deferred Income Tax Liability $ (3,034 ) $ (10,618 ) |
Schedule 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, Year ended September 30, 2019 2018 Federal statutory rate 21.00 % 25.08 % Permanent items 6.91 % (4.41 )% Foreign rate differential — % (0.06 )% 2017 — % — % State taxes 6.96 % 6.41 % Increase in valuation allowance (40.42 )% (10.37 )% Impact of the change to Federal Statutory Tax 6.35 % (16.70 )% Effective income tax rate 0.80 % (0.05 )% |
GENERAL INFORMATION (Details)
GENERAL INFORMATION (Details) | 1 Months Ended |
Apr. 27, 2016USD ($) | |
Falconridge Holdings Limited | Rasna De [Member] | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Consideration transferred | $ 1 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | Dec. 22, 2017 | Dec. 21, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 |
Accounting Policies [Line Items] | |||||
Cash equivalents | $ 50,068 | $ 42,693 | $ 2,537,611 | ||
Estimated useful lives | 3 years | ||||
Impairment charge | $ 0 | $ 0 | |||
Interest rate | 10.00% | ||||
Federal statutory rate | 21.00% | 34.00% | 21.00% | 25.08% |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Antidilutive Shares (Details) - shares | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares issuable upon exercise or conversion | 7,723,509 | 7,646,376 |
Convertible notes & associated fees [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares issuable upon exercise or conversion | 1,723,333 | 900,000 |
Warrants [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 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares issuable upon exercise or conversion | 4,073,675 | 4,819,875 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net loss per share (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Net loss for the period | $ (936,380) | $ (4,076,361) |
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) | $ (0.06) |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
GOING CONCERN [Abstract] | ||
Accumulated deficit | $ 17,311,809 | $ 16,375,429 |
Net cash used in operating activities | 92,625 | 2,629,800 |
Net loss | $ 936,380 | $ 4,076,361 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) | Dec. 17, 2013USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | May 17, 2016EUR (€) | May 17, 2016USD ($) | May 05, 2016USD ($) | Jan. 01, 2015EUR (€) |
Indefinite-lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 2,722,985 | $ 2,722,985 | $ 2,722,985 | ||||
Goodwill impairment | 0 | 0 | |||||
Impairment charge | $ 0 | $ 0 | |||||
Intellectual property | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Notes payable | $ 236,269 | ||||||
Intellectual property | Rasna, Inc. | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Acquired indefinite-lived assets | 236,269 | ||||||
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. | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Acquired indefinite-lived assets | 613,100 | ||||||
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. | 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, 2019 | Sep. 30, 2018 | May 17, 2016 |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |||
Goodwill | $ 2,722,985 | $ 2,722,985 | $ 2,722,985 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
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 AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | ||
Estimated Useful Life (years) | 3 years | |
Depreciation | $ 3,471 | $ 4,833 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (years) | 3 years | |
Property and equipment, net | $ 1,949 | $ 5,420 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (years) | 3 years | |
Property, plant and equipment, gross | $ 15,447 | 15,447 |
Less: accumulated depreciation | 13,498 | 10,027 |
Property and equipment, net | $ 1,949 | $ 5,420 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Narrative (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accrued expenses | $ 727,053 | $ 701,825 |
Accrued legal, accounting and professional fees | 145,000 | 72,000 |
Research and development expense | 208,000 | 193,000 |
Payroll related expenses | 22,000 | 22,000 |
Directors fees | 234,000 | 165,000 |
Consultancy and legal fees | 60,000 | 155,000 |
Credit card expenses | $ 58,000 | 68,000 |
Patent related expenses | $ 55,000 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | ||
Accounts payable | $ 863,536 | $ 719,830 |
Accrued expenses | 727,053 | 701,825 |
Accounts payable and accrued expenses | $ 1,590,589 | $ 1,421,655 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) | 12 Months Ended | |
Sep. 30, 2019USD ($)company | Sep. 30, 2018USD ($) | |
Class of Warrant or Right [Line Items] | ||
Warrants issued for consultancy services | $ | $ 522,350 | |
Number of comparable companies | company | 7 |
WARRANTS (Summary of Warrant Ac
WARRANTS (Summary of Warrant Activity) (Details) - Warrant [Member] - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Number of Warrants | |||
Outstanding | 1,926,501 | 1,926,501 | |
Granted | |||
Forfeited | |||
Outstanding | 1,926,501 | 1,926,501 | 1,926,501 |
Warrants exercisable | 1,926,501 | 1,926,501 | |
Weighted Average Exercise Price Per Option | |||
Outstanding | $ 0.43 | $ 0.43 | |
Granted | |||
Forfeited | |||
Outstanding | 0.43 | 0.43 | $ 0.43 |
Warrants exercisable | $ 0.43 | $ 0.43 | |
Weighted Average remaining Contractual Life (years) | |||
Outstanding | 6 years 10 months 9 days | 7 years 10 months 9 days | 8 years 10 months 9 days |
Granted | |||
Warrants exercisable | 6 years 10 months 9 days | 7 years 10 months 9 days | |
Aggregate Intrinsic Value | |||
Outstanding | $ 6,875,819 | $ 6,875,819 | |
Granted | |||
Outstanding | 6,875,819 | $ 6,875,819 | |
Warrants exercisable | $ 6,875,819 |
CONVERTIBLE NOTES - Narrative (
CONVERTIBLE NOTES - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 19, 2019 | Oct. 19, 2018 | Aug. 08, 2018 | |
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 10.00% | |||||
Proceeds from issuance of convertible note | $ 100,000 | $ 135,000 | ||||
Interest expense associated with the note | $ 27,567 | $ 2,340 | ||||
Shares reserved for the conversion of the Notes | 156,667 | |||||
Convertible Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 12.00% | 10.00% | 12.00% | 12.00% | ||
Proceeds from issuance of convertible note | $ 100,000 | $ 135,000 | ||||
Due Date | Aug. 9, 2019 | |||||
Conversion price | $ 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 | 1,566,667 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) | 12 Months Ended |
Sep. 30, 2019$ / shares | |
August 8 Note [Member} | |
Debt Instrument [Line Items] | |
Stock Price at date of valuation | $ 0.15 |
Exercise price | $ 0.65 |
Risk-free interest rate | 1.98% |
Expected dividend yield | 0.00% |
Expected term (in years) | 1 year 14 days |
Expected Volatility | 82.00% |
October 19 Note [Member] | |
Debt Instrument [Line Items] | |
Stock Price at date of valuation | $ 0.15 |
Exercise price | $ 0.65 |
Risk-free interest rate | 1.98% |
Expected dividend yield | 0.00% |
Expected term (in years) | 1 year 2 months 26 days |
Expected Volatility | 82.00% |
STOCK-BASED COMPENSATION - Nar
STOCK-BASED COMPENSATION - Narrative (Details) | 12 Months Ended | ||
Sep. 30, 2019USD ($)companyshares | Sep. 30, 2018USD ($)shares | Jul. 19, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | shares | |||
Number of comparable companies | company | 7 | ||
Number of options exercised (in shares) | shares | |||
Additional share-based compensation | $ 368,076 | $ 621,931 | |
Directors Officers and Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional share-based compensation | 372,846 | ||
Non-employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional share-based compensation | 4,770 | $ 222,591 | |
2016 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for issuances (in shares) | shares | 9,750,000 | ||
Total unrecognized compensation costs | $ 187,453 | ||
Weighted average period to costs are expected to be recognized over | 1 year 6 months |
STOCK-BASED COMPENSATION - Fai
STOCK-BASED COMPENSATION - Fair Value Assumptions (Details) | 12 Months Ended |
Sep. 30, 2019$ / shares | |
Directors and 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) | |
Risk-free interest rate (as percent) | 0.91% |
Directors and 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% |
Directors and 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% |
Directors and 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) | |
Directors and 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% |
Directors and 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% |
Directors and 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) | |
Directors and 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% |
Directors and 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% |
Directors and 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) | |
Directors and 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% |
Directors and 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% |
Directors and 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) | |
Directors and 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% |
Directors and 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% |
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) | |
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) | |
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) | |
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) | 5 years |
Expected dividend yield (as percent) | |
Risk-free interest rate (as percent) | 1.56% |
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) | $ 0.150 |
Expected volatility (as percent) | 62.00% |
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) | $ 0.48 |
Expected volatility (as percent) | 62.00% |
STOCK-BASED COMPENSATION - Sto
STOCK-BASED COMPENSATION - Stock Options (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of Options, Outstanding beginning balance (in shares) | 4,819,875 | 4,829,875 | |
Number of Options, Granted (in shares) | |||
Number of Options, Exercised (in shares) | |||
Number of Options, Forfeited and Expired (in shares) | (746,200) | 10,000 | |
Number of Options, Outstanding ending balance (in shares) | 4,073,675 | 4,819,875 | 4,829,875 |
Number of Options, Options exercisable (in shares) | 3,183,925 | 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) | $ 0.56 | $ 4,829,875 | |
Weighted Average Exercise Price Per Option, Granted | |||
Weighted Average Exercise Price Per Option, Exercised (in dollars per share) | |||
Weighted Average Exercise Price Per Option, Forfeited and Expired (in dollars per share) | 0.32 | 4 | |
Weighted Average Exercise Price Per Option, Outstanding ending balance (in dollars per share) | 0.59 | 0.56 | $ 4,829,875 |
Weighted Average Exercise Price Per Option exercisable (in dollars per share) | $ 0.48 | $ 0.37 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted Average remaining Contractual Life (years), Outstanding balance | 6 years 4 months 13 days | 8 years 2 months 19 days | 8 years 2 months 19 days |
Weighted Average remaining Contractual Life (years), Options exercisable | 6 years 14 days | 6 years 7 months 13 days | |
Aggregate Intrinsic Value Outstanding | $ 16,639,397 | $ 16,639,397 | |
Aggregate Intrinsic Value Options exercisable | $ 557,836 |
INCOME TAXES - Narrative (Deta
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
INCOME TAXES [Abstract] | ||
Net operating loss carryforwards | $ 7,340,000 | |
Valuation allowance against deferred tax assets | 2,784,801 | $ 2,438,300 |
Net deferred tax assets before valuation allowance | 2,796,937 | 2,438,479 |
Unrecognized tax benefits, interest and penalties recognized | $ 0 | $ 0 |
INCOME TAXES - Components of I
INCOME TAXES - Components of Income(loss) before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
INCOME TAXES [Abstract] | ||
US | $ (943,964) | $ (4,063,896) |
Foreign | (10,372) | |
Total | $ (943,964) | $ (4,074,268) |
INCOME TAXES - Income Tax Expe
INCOME TAXES - Income Tax Expenses Attributable to Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Federal: | ||
Current | ||
Deferred | (306,125) | (75,319) |
Foreign: | ||
Current | ||
Deferred | ||
State and local: | ||
Current | ||
Deferred | (83,193) | (345,541) |
Change in valuation allowance | 381,734 | 422,953 |
Income tax (benefit)/expense | $ 7,584 | $ (2,093) |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Taxes (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Deferred tax assets: | ||
Accrued Compensation | $ 73,717 | $ 53,854 |
Stock Compensation | 453,767 | 365,607 |
Net operating losses | 2,120,177 | 2,019,018 |
R&D Credit carryforward | 148,715 | |
Fixed assets | 561 | |
Total gross deferred tax asset | 2,796,937 | 2,438,479 |
Less: valuation allowance | (2,784,801) | (2,438,300) |
Net deferred tax asset | 12,136 | 179 |
Deferred tax liabilities: | ||
Intangible assets | 15,170 | 10,619 |
Fixed assets | 178 | |
Total Deferred tax liabilities | 15,170 | 10,797 |
Deferred Tax Liabilities, Net | $ 3,034 | $ 10,618 |
INCOME TAXES - Federal Income
INCOME TAXES - Federal Income Tax Reconciliation (Details) | Dec. 22, 2017 | Dec. 21, 2017 | Sep. 30, 2019 | Sep. 30, 2018 |
INCOME TAXES [Abstract] | ||||
Federal statutory rate | 21.00% | 34.00% | 21.00% | 25.08% |
Permanent items | 6.91% | (4.41%) | ||
Foreign rate differential | (0.06%) | |||
2017 Stock based compensation true up | ||||
State taxes | 6.96% | 6.41% | ||
Increase in valuation allowance | (40.42%) | (10.37%) | ||
Impact of the change to Federal Statutory Tax | 6.35% | (16.70%) | ||
Effective income tax rate | 0.80% | (0.05%) |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Related Party Transaction [Line Items] | ||
Balance due to related party | $ 550,000 | $ 550,000 |
Directors fees | 234,000 | 165,000 |
Research and development | 14,373 | 324,608 |
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] | ||
Due from related party | 175,000 | |
Balance due to related party | 175,000 | |
Roberto Pellicceri | ||
Related Party Transaction [Line Items] | ||
Due from related party | 175,000 | 175,000 |
Tiziana Life Sciences PLC | ||
Related Party Transaction [Line Items] | ||
Due from related party | 14,335 | 252,746 |
TES Pharma S.r.l. | ||
Related Party Transaction [Line Items] | ||
Due from related party | $ 75,000 | $ 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 ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares |
Research and development expense | $ 14,373 | $ 324,608 | ||||||
Options granted (in shares) | shares | ||||||||
Award vesting period | 4 years | |||||||
Weighted Average Exercise Price Per Option, Granted (in dollars per share) | $ / shares | ||||||||
Grant date fair value | $ 985,081 | |||||||
License Agreement [Member] | ||||||||
Agreement term | 6 months | |||||||
Milestone payment committed | € | € 50,000 | |||||||
Employment Agreements [Member] | ||||||||
Weighted Average Exercise Price Per Option, Granted (in dollars per share) | $ / shares | $ 0.85 | |||||||
Employment Agreements [Member] | Chief Financial Officer [Member] | ||||||||
Officers' compensation | $ 80,000 | $ 50,000 | ||||||
Employment Agreements [Member] | Chief Executive Officer [Member] | ||||||||
Officers' compensation | $ 300,000 | |||||||
Performance bonus (as percent) | 35.00% | |||||||
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 | $ 0 | |||||||
Dr. Shailubhai | Chief Executive Officer [Member] | ||||||||
Options granted (in shares) | shares | 1,700,000 | |||||||
Dr. Shailubhai | Employment Agreements [Member] | ||||||||
Fair value of the option | $ 985,081 |
SUBSEQUENT EVENTS - Narrative
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) | Nov. 12, 2019 | Sep. 30, 2019 |
Subsequent Event [Line Items] | ||
Interest rate | 10.00% | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 57,500 | |
Cash received | $ 57,500 | |
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||
Subsequent Event [Line Items] | ||
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% |