Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2019 | Feb. 14, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Rasna Therapeutics Inc. | |
Entity Central Index Key | 0001582249 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Incorporation, State or Country Code | NV | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity File Number | 333-191083 | |
Entity Shell Company | false | |
Entity Address, Address Line One | 420 Lexington Ave, | |
Entity Address, Address Line Two | Suite 2525, | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10170 | |
Entity Tax Identification Number | 39-2080103 | |
City Area Code | (646) | |
Local Phone Number | 396-4087 | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 68,908,003 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
Current assets: | ||
Cash | $ 28,136 | $ 50,068 |
Prepayments and other receivables | 7,789 | 7,176 |
Related party receivable | 14,335 | |
Total current assets | 35,925 | 71,579 |
Property and equipment, net | 1,540 | 1,949 |
Intellectual property | 236,269 | 236,269 |
In-process research and development | 613,100 | 613,100 |
Indefinite lived intangible asset | 1,300,000 | 1,300,000 |
Goodwill | 2,722,985 | 2,722,985 |
Total non-current assets | 4,873,894 | 4,874,303 |
Total assets | 4,909,819 | 4,945,882 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,593,232 | 1,590,589 |
Related parties payable | 555,902 | 550,000 |
Convertible notes payable | 331,168 | 264,907 |
Total current liabilities | 2,480,302 | 2,405,496 |
Deferred income taxes | 3,034 | 3,034 |
Total liabilities | 2,483,336 | 2,408,530 |
Commitments (Note 9) | ||
Shareholders' equity | ||
Common stock, $0.001 par value, respectively; 200,000,000 shares authorized, of which 68,908,003 are issued and outstanding. | 68,909 | 68,909 |
Additional paid-in capital | 19,827,425 | 19,780,252 |
Accumulated deficit | (17,469,851) | (17,311,809) |
Total shareholders' equity | 2,426,483 | 2,537,352 |
Total liabilities and shareholders' equity | $ 4,909,819 | $ 4,945,882 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Dec. 31, 2019 | Sep. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 68,908,003 | 68,908,003 |
Common stock, shares outstanding (in shares) | 68,908,003 | 68,908,003 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses: | ||
General and administrative | 131,436 | 184,565 |
Research and development | 75,000 | |
Consultancy fees third parties and related parties | 19,999 | 29,218 |
Legal and professional fees | (2,154) | 110,545 |
Total operating expenses | (149,281) | (399,328) |
Loss from operations | (149,281) | (399,328) |
Other income/(expense): | ||
Interest on convertible notes payable | (8,761) | |
Foreign currency transaction loss | (1,975) | |
Total other income/(expense) | (8,761) | (1,975) |
Loss from operations before income taxes | (158,042) | (401,303) |
Income tax provision | ||
Net loss | $ (158,042) | $ (401,303) |
Basic and diluted net loss per share attributable to common shareholders (in dollars per share) | $ 0 | $ (0.01) |
Basic and diluted weighted average common shares outstanding (in shares) | 68,908,003 | 68,908,003 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance at Sep. 30, 2018 | $ 3,105,656 | $ 68,909 | $ 19,412,176 | $ (16,375,429) |
Balance (in shares) at Sep. 30, 2018 | 68,908,003 | |||
Share based compensation | 128,236 | 128,236 | ||
Net loss | (401,303) | (401,303) | ||
Balance at Dec. 31, 2018 | 2,832,589 | $ 68,909 | 19,540,412 | (16,776,732) |
Balance (in shares) at Dec. 31, 2018 | 68,908,003 | |||
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 | |||
Share based compensation | 47,173 | 47,173 | ||
Net loss | (158,042) | (158,042) | ||
Balance at Dec. 31, 2019 | $ 2,426,483 | $ 68,909 | $ 19,827,425 | $ (17,469,851) |
Balance (in shares) at Dec. 31, 2019 | 68,908,003 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (158,042) | $ (401,303) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 47,173 | 128,236 |
Depreciation | 409 | 1,274 |
Other non-cash items | 8,761 | (2,340) |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 2,643 | 112,812 |
Prepayments and other receivables | (613) | (262) |
Related party receivable | 14,335 | 105,334 |
Related party payable | 5,902 | |
Net cash used in operating activities | (79,432) | (56,249) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible note payable | 57,500 | 100,000 |
Net cash provided by financing activities | 57,500 | 100,000 |
Effect of foreign exchange rate | 1,113 | |
Net increase/(decrease) in cash | (21,932) | 44,864 |
Cash, beginning of period | 50,068 | 42,693 |
Cash, end of period | $ 28,136 | $ 87,557 |
GENERAL INFORMATION
GENERAL INFORMATION | 3 Months Ended |
Dec. 31, 2019 | |
GENERAL INFORMATION [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 NPM1 and LSD1, which are implicated in the disease progression of leukemia and lymphoma. 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 unaudited condensed consolidated 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, foreign currency policy. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2019 | |
ACCOUNTING POLICIES [Abstract] | |
ACCOUNTING POLICIES | 2. ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these unaudited condensed consolidated financial statements are set out below. These policies have been applied consistently to all the periods presented unless otherwise stated. Basis of preparation These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (the "SEC”) and United States generally accepted accounting principles (“US GAAP”) for interim reporting. The principles for condensed interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements.Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended September 30, 2019 and notes thereto included in the Company's Annual Report on Form 10-K filed with the SEC on January 13, 2020. The accompanying unaudited condensed consolidated financial statements have not been audited by an independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board (United States) but in the opinion of management, include all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial information. The results of the operations for the three months ended December 31, 2019 may not be indicative of the results that may be expected for the year ending September 30, 2020. Principles of Consolidation In accordance with Accounting Standards Codification ("ASC") 810 Consolidation, the Company consolidates any entity in which it has a controlling financial interest. Further, the Company consolidates any variable interest entity that it is deemed to be the primary beneficiary of, and for which the Company has the power to direct its significant activities. Upon review of the relationship between Rasna Therapeutics Limited (“Rasna UK”) and Rasna Inc., Management noted that equity investment in Rasna UK was not sufficient to fund its operations. Accordingly, Rasna Inc. was considered to be the primary beneficiary of the assets held within Rasna UK, which primarily consist of cash received from Rasna Inc. to fund its operations, and for which the Company has the power to direct its significant activities. As a result, Rasna Inc. consolidates this variable interest entity, which has minimal activity and is in the process of being liquidated. The consolidated financial statements include the financial statements of the Company and its subsidiary, Arna Therapeutics Limited and its variable interest entity, Rasna Therapeutics Ltd, as well as the operations of Rasna Inc. for the period from May 17, 2016 through December 31, 2019. 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, Business Combinations, which requires that the purchase method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including non-controlling interests, are recorded at the date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred. Management is required to complete the purchase price allocation within 12 months of the acquisition date. If such completion of the allocation results in a change in the preliminary values, the measurement period adjustment will be recognized in the period in which the adjustment amount is determined in accordance with ASU 2015-16. The amounts reflected within the consolidated financial statements are the results of a purchase price allocation based on a final valuation report. 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 fair values of share 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. 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 various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The following table sets forth potential common shares issuable upon the exercise of outstanding options and the exercise of warrants and convertible loan notes, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: December 31, 2019 December 31, 2018 Stock options 3,973,675 4,076,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 2,145,000 361,538 Total shares issuable upon exercise or conversion 8,045,176 6,364,714 The following is the computation of net loss per share for the following periods: For the Three Months Ended December 31, 2019 2018 (Unaudited) (Unaudited) Net loss for the period $ (158,042 ) $ (401,303 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.00 ) $ (0.01 ) Recent Accounting Pronouncements In July 2017, the FASB, issued ASU, 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral. The ASU applies to issuers of financial instruments with down-round features. It amends (1) the classification of such instruments as liabilities or equity by revising the guidance in ASC 815 on the evaluation of whether instruments or embedded features with down-round provisions must be accounted for as derivative instruments and (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. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted the provisions of ASU 2017-11 effective October 1, 2019 and it did not have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles -Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which addresses the concerns over the cost and complexity of the two-step impairment test, and removes the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. 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): Improvements to Non employee Share Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 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 - The Company adopted the provisions of ASU 2018-07 effective October 1, 2019 and it did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies certain disclosures and adds additional disclosures. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Dec. 31, 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 over the past years, and at December 31, 2019, had an accumulated deficit of $17,469,851, a net loss for the three months ended December 31, 2019 of $158,042 and net cash used in operating activities of $79,432. The Company expects to continue to incur net losses and have significant cash outflows for at least the next 12 In the event that the Company is unable to secure the necessary additional cash resources needed, the Company may slow current development phases or halt new development phases in order to mitigate the effects of the costs of development. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern o ne year from the date of this filing |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Dec. 31, 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 $2,722,985 of goodwill. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method of accounting. The following table summarizes the Company’s goodwill for the periods indicated resulting from the acquisitions by the Company: December 31, September 30, 2019 2019 Goodwill $ 2,722,985 $ 2,722,985 The Company performed an impairment analysis and no impairment was determined. Therefore no impairment was recorded as of December 31, 2019 and September 30, 2019. Intangible Assets On December 17, 2013 the Company’s shareholder, Panetta Partners Limited, transferred 5,000,000 of its shares in Arna Therapeutics Limited to Eurema Consulting S.r.l. and 5,000,000 shares in Arna Therapeutics Limited to TES Pharma S.r.l. In exchange for the shares, Panetta Partners Limited obtained intellectual property ("Platform Technology") from TES Pharma S.r.l and Eurema Consulting S.r.l. Panetta Partners Limited then assigned the Platform Technology to Arna Therapeutics Limited, which was accounted for as a capital contribution. The fair value of the shares exchanged for the IPR&D was $0.13 per share; in addition the issue price for shares in October 2013 was $0.13 per share (shares issued post acquisition of the IPR&D were issued at $0.28) and accordingly the Company valued the Platform Tech nology at $1.3 million. 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 The Company retained a Clinical Research Organisation ("CRO") to perform all related research and development associated with IPR&D related to LSD‐ 1 100,002 Euros for costs incurred to date and to perform research and development on a going forward basis. Additionally, the Company entered into an amended license agreement whereby Rasna agreed to pay TTFactor an additional 435,000 Euros as of May 17, 2016, regarding services rendered between September 9, 2014 to May 17, 2016. Based on the cost approach, the IPR&D was fair 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 December 31, 2019 and the period ended September 30, 2019. The following table summarizes the Company’s intangible assets as of the following periods: December 31, September 30, 2019 2019 Estimated (Unaudited) Useful Life In-process research and development $ 613,100 $ 613,100 Indefinite Intellectual Property 236,269 236,269 Indefinite Indefinite lived intangible asset 1,300,000 1,300,000 Indefinite $ 2,149,369 $ 2,149,369 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Dec. 31, 2019 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 5 SHARE-BASED COMPENSATION 2016 On July 19, 2016, the Company adopted its 2016 9,750,000 shares of the Company’s common stock was authorized for issuance with respect to awards granted under the Equity Incentive Plan. Share-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 ended December 31, 2019 and 2018. The fair value of stock options was valued using the Black-Scholes option pricing model, which 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 stock options. The following table summarizes stock option activity for the three months ended December 31, 2019: Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at September 30, 2019 4,073,675 0.59 6.37 $ - Granted — — — — Exercised — — — — Forfeited and Expired (100,000 ) (0.40 ) — — Outstanding balance at December 31, 2019 3,973,675 0.60 6.1 $ — Options exercisable at December 31, 2019 3,083,925 0.48 5.76 $ — As of , there was $140,279 of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighte d average period 1.67 years. For the three months ended December 31, 2019 $47,173 related to share based compensation to directors and employees respectively, has been included within the general and administrative expense category in the unaudited condensed consolidated interim financial statements. No costs related to non-employees have been included within the consultancy fees expense category in the unaudited condensed consolidated interim financial statements. For the three months ended December 31, 2018 $119,017 related to share based compensation to directors and employees respectively, has been included within the general and administrative expense category in the unaudited condensed consolidated interim financial statements. An additional $ expense category in the unaudited condensed consolidated interim financial statements. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | 6 . 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 year ended September 30, 2019. 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 Garcer Bioventures , 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 Garcer Bioventures the number of shares equal to 10 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 The Company has also entered into another agreement with Garcer Bioventures 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 10 On November 12, 2019, the Company entered into a third 12 November 12, 2020 At December 31, 2019, there were 1,950,000 s 195,000 shares were reserved in lieu of fees due to . Interest expense associated with the convertible notes was $ 8,761 for the three months ended |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 7 . RELATED PARTY TRANSACTIONS During the normal course of its business, the Company enters into various transactions with entities that are both businesses and individuals. The following is a summary of the related party transactions during the three months ended December 31, 2019 and 2018. Eurema Consulting Eurema Consulting S.r.l. is a significant shareholder of the Company. During the three months ended December 31, 2019 and December 31, 2018 Eurema Consulting did not supply the Company with consulting services. As of December 31, 2019, and September 30, 2019, the balance due to Eurema Consulting S.r.l. was $200,000 for past consultancy services. Gabriele Cerrone Gabriele Cerrone is is the majority shareholder of Panetta Partners, one of the Company's principal shareholders and was a director of Arna Therapeutics Ltd three months ended December 31, 2019 and December 31, 2018 Gabriele Cerrone did not supply the Company with consulting services. As of December 31, 2019, and September 30, 2019, the balance due to Gabriele Cerrone was $ 175,000 for past consultancy services. Roberto Pellicciari and TES Pharma Roberto Pellicciari is the majority shareholder of TES Pharma Srl, one of the Company's Roberto Pellicciari of the Company's suppliers. At December 31, 2019 and September 30, 2019 75,000 Tiziana Life Sciences Plc ("Tiziana") As at December 31, 2019 and September 30, 2019 Life Sciences $ 252,746 s of the date these unaudited condensed consolidated financial statements are issued, the related party payable had not been paid. Panetta Partners Panetta Partners Limited, a shareholder of Arna, is a company in which Gabriele Cerrone has significant interest and also serves as a director. At December 31, 2019 and September 30, 2019, there was no balance owed to or from Panetta Partners Limited. In February 2020 , the Company entered into a 12 % Convertible Promissory Note with Panetta Partners for $31,000 with a maturity date of February 07, 2021. 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
COMMITMENTS | 3 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS [Abstract] | |
COMMITMENTS | 8. COMMITMENTS License Agreements In November 2016, the Company entered into a license agreement with Profs. Falini and Martelli, wherein it obtained the exclusive rights related to the use or reformulation of Actinomycin D and intends to utilize these rights for the development of new product. In connection with this agreement, the Company was committed to paying milestone payments, the first being a EUR 50,000 payment to be paid six months after the agreement was signed. The payment was made to Profs. Falini and Martelli in June 2017. The specific timing of the remaining milestones cannot be predicted and depends upon research and clinical developments. None of the milestones have been reached as at the date of these unaudited financial statements. Lease Agreements In February 2018, the Company renewed its lease agreement with the same terms, with Bucks County Biotechnology Centre Inc. in Doylestown Pennsylvania, where certain employees of the Company are based. The lease provides for annual basic lease payments from February 1, 2019 to January 31, 2020 of $13,480, plus utility expense of $ 237 per month. The Company did not renew this lease after January 31, 2020. During the three months ended December 31, 2019 , the Company did not incur any rental expenses related to this agreement as these costs were recharged to Tiziana Life Sciences PLC under the shared services agreement. Consultancy Agreements In October 2016, the Company entered into a consultancy agreement with Tiziano Lazzaretti in which he agreed to serve as Chief Financial Officer for a fee of $50,000 per year. This was increased to $80,000 a year in April 2017 by the Company's compensation committee. During the three months December 31, 2019 the Company incurred approximately $20,000 Shared Services Agreement The Company has entered into a shared services agreement with Tiziana Life Sciences Plc. Under the terms of this agreement, the Company will be charged for shared services including payroll and rent for the Lexington Avenue premises, on a monthly basis based on allocated costs incurred. This agreement is effective from January 1, 2017. At December 31, 2019 $5,902 is due from Tiziana Life Sciences PLC. Other Commitments The Company may enter into certain licensing agreements for products currently under development. The Company may be obligated in future periods to make additional payments, which would become due and payable only upon the achievement of certain research and development, regulatory, and approval milestones. The specific timing of such milestones cannot be predicted and depend upon future discretionary research and clinical developments, as well as, regulatory agency actions. Further, under the terms of certain agreements, the Company may be obligated to pay commercial milestones contingent upon the realization of sales revenues and sublicense revenues. Due to the long range nature of such commercial milestones, they are neither probable at this time nor predictable, and consequently are not considered contingent milestone payment amounts. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 9 SUBSEQUENT EVENTS The Company has evaluated events that occurred subsequent to December 31, 2019 through to the date these condensed consolidated financial statements were issued, for matters that required disclosure our adjustment in these condensed consolidated financial statements. On February 06, 2020 , the Company announced that Dr. Kunwar Shailubhai had resigned as the CEO of Rasna Therapeutics, Inc . On February 07, 2020, The Company issued a 12% convertible promissory note (the "Note") in the principal amount of $31,000. The note has a maturity date of February 07, 2021 and is convertible by the holder at any time into shares of the Company's common stock at a conversion price equal to the lower of (i) $0.20 per share or (ii) the price of 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 $31,000 in cash, which we received in February 2020. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2019 | |
ACCOUNTING POLICIES [Abstract] | |
Basis of preparation | Basis of preparation These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (the "SEC”) and United States generally accepted accounting principles (“US GAAP”) for interim reporting. The principles for condensed interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements.Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended September 30, 2019 and notes thereto included in the Company's Annual Report on Form 10-K filed with the SEC on January 13, 2020. The accompanying unaudited condensed consolidated financial statements have not been audited by an independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board (United States) but in the opinion of management, include all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial information. The results of the operations for the three months ended December 31, 2019 may not be indicative of the results that may be expected for the year ending September 30, 2020. |
Principles of Consolidation | Principles of Consolidation In accordance with Accounting Standards Codification ("ASC") 810 Consolidation, the Company consolidates any entity in which it has a controlling financial interest. Further, the Company consolidates any variable interest entity that it is deemed to be the primary beneficiary of, and for which the Company has the power to direct its significant activities. Upon review of the relationship between Rasna Therapeutics Limited (“Rasna UK”) and Rasna Inc., Management noted that equity investment in Rasna UK was not sufficient to fund its operations. Accordingly, Rasna Inc. was considered to be the primary beneficiary of the assets held within Rasna UK, which primarily consist of cash received from Rasna Inc. to fund its operations, and for which the Company has the power to direct its significant activities. As a result, Rasna Inc. consolidates this variable interest entity, which has minimal activity and is in the process of being liquidated. The consolidated financial statements include the financial statements of the Company and its subsidiary, Arna Therapeutics Limited and its variable interest entity, Rasna Therapeutics Ltd, as well as the operations of Rasna Inc. for the period from May 17, 2016 through December 31, 2019. 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, Business Combinations, which requires that the purchase method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including non-controlling interests, are recorded at the date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred. Management is required to complete the purchase price allocation within 12 months of the acquisition date. If such completion of the allocation results in a change in the preliminary values, the measurement period adjustment will be recognized in the period in which the adjustment amount is determined in accordance with ASU 2015-16. The amounts reflected within the consolidated financial statements are the results of a purchase price allocation based on a final valuation report. |
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 fair values of share 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. |
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 various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The following table sets forth potential common shares issuable upon the exercise of outstanding options and the exercise of warrants and convertible loan notes, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: December 31, 2019 December 31, 2018 Stock options 3,973,675 4,076,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 2,145,000 361,538 Total shares issuable upon exercise or conversion 8,045,176 6,364,714 The following is the computation of net loss per share for the following periods: For the Three Months Ended December 31, 2019 2018 (Unaudited) (Unaudited) Net loss for the period $ (158,042 ) $ (401,303 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.00 ) $ (0.01 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2017, the FASB, issued ASU, 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral. The ASU applies to issuers of financial instruments with down-round features. It amends (1) the classification of such instruments as liabilities or equity by revising the guidance in ASC 815 on the evaluation of whether instruments or embedded features with down-round provisions must be accounted for as derivative instruments and (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. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted the provisions of ASU 2017-11 effective October 1, 2019 and it did not have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles -Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which addresses the concerns over the cost and complexity of the two-step impairment test, and removes the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. 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): Improvements to Non employee Share Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 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 - The Company adopted the provisions of ASU 2018-07 effective October 1, 2019 and it did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies certain disclosures and adds additional disclosures. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the effect that this update will have on its financial statements and related disclosures. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
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 and convertible loan notes, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: December 31, 2019 December 31, 2018 Stock options 3,973,675 4,076,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 2,145,000 361,538 Total shares issuable upon exercise or conversion 8,045,176 6,364,714 |
Schedule of computation of net loss per share | The following is the computation of net loss per share for the following periods: For the Three Months Ended December 31, 2019 2018 (Unaudited) (Unaudited) Net loss for the period $ (158,042 ) $ (401,303 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.00 ) $ (0.01 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
Schedule of goodwill | The following table summarizes the Company’s goodwill for the periods indicated resulting from the acquisitions by the Company: December 31, September 30, 2019 2019 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: December 31, September 30, 2019 2019 Estimated (Unaudited) Useful Life In-process research and development $ 613,100 $ 613,100 Indefinite Intellectual Property 236,269 236,269 Indefinite Indefinite lived intangible asset 1,300,000 1,300,000 Indefinite $ 2,149,369 $ 2,149,369 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
STOCK-BASED COMPENSATION [Abstract] | |
Schedule of stock option activity | The following table summarizes stock option activity for the three months ended December 31, 2019: Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at September 30, 2019 4,073,675 0.59 6.37 $ - Granted — — — — Exercised — — — — Forfeited and Expired (100,000 ) (0.40 ) — — Outstanding balance at December 31, 2019 3,973,675 0.60 6.1 $ — Options exercisable at December 31, 2019 3,083,925 0.48 5.76 $ — |
ACCOUNTING POLICIES - Antidilu
ACCOUNTING POLICIES - Antidilutive Shares (Details) - shares | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Line Items] | ||
Total shares issuable upon exercise or conversion | 8,045,176 | 6,364,714 |
Warrants | ||
Accounting Policies [Line Items] | ||
Total shares issuable upon exercise or conversion | 1,926,501 | 1,926,501 |
Stock options | ||
Accounting Policies [Line Items] | ||
Total shares issuable upon exercise or conversion | 3,973,675 | 4,076,675 |
Convertible notes & associated fees | ||
Accounting Policies [Line Items] | ||
Total shares issuable upon exercise or conversion | 2,145,000 | 361,538 |
ACCOUNTING POLICIES - Net Loss
ACCOUNTING POLICIES - Net Loss per Share (Details 1) - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
ACCOUNTING POLICIES [Abstract] | ||
Net loss for the period | $ (158,042) | $ (401,303) |
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 | $ (0.01) |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | |
GOING CONCERN [Abstract] | |||
Accumulated deficit | $ (17,469,851) | $ (17,311,809) | |
Net loss | (158,042) | $ (401,303) | |
Net cash used in operating activities | $ 79,432 | $ 56,249 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) | Dec. 17, 2013USD ($)project$ / sharesshares | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | May 17, 2016EUR (€) | May 17, 2016USD ($) | May 05, 2016USD ($) | Jan. 01, 2015EUR (€) | Oct. 31, 2013$ / shares |
Indefinite-lived Intangible Assets [Line Items] | ||||||||
IPR&D costs | $ 613,100 | |||||||
Goodwill | $ 2,722,985 | 2,722,985 | ||||||
Goodwill impairment | 0 | 0 | ||||||
Number of independent research projects | project | 2 | |||||||
Impairment charge | $ 0 | $ 0 | ||||||
Intellectual property | ||||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||||
Notes payable | $ 236,269 | |||||||
IPR&D | ||||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||||
IPR&D costs | $ 613,100 | |||||||
Price per share (in dollars per share) | $ / shares | $ 0.13 | |||||||
Shares issued (in dollars per share) | $ / shares | $ 0.28 | $ 0.13 | ||||||
Indefinite-lived intangible asset acquired | $ 1,300,000 | |||||||
IPR&D | Eurema Consulting S.r.l. | ||||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||||
Stock issued (in shares) | shares | 5,000,000 | |||||||
IPR&D | TES Pharma S.r.l. | ||||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||||
Stock issued (in shares) | shares | 5,000,000 | |||||||
Clinical Research Organization | IPR&D | ||||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||||
IPR&D costs | € | € 100,002 | |||||||
Amended License Agreement | IPR&D | ||||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||||
IPR&D costs | € | € 435,000 | |||||||
Rasna, Inc. | ||||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||||
Goodwill | 2,722,985 | |||||||
Rasna, Inc. | Intellectual property | ||||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||||
IPR&D costs | $ 236,269 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | ||
Goodwill | $ 2,722,985 | $ 2,722,985 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 2,149,369 | $ 2,149,369 |
In-process research and development | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 613,100 | 613,100 |
Intellectual Property | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 236,269 | 236,269 |
Indefinite lived intangible asset | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 1,300,000 | $ 1,300,000 |
STOCK-BASED COMPENSATION - Nar
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jul. 19, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | |||
2016 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 9,750,000 | ||
Total unrecognized compensation cost related to stock options | $ 140,279 | ||
Weighted average period to costs are expected to be recognized over | 1 year 8 months 1 day | ||
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation | $ 47,173 |
STOCK-BASED COMPENSATION - Sto
STOCK-BASED COMPENSATION - Stock Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | |
Number of Options | |||
Number of Options, Outstanding balance (in shares) | 4,073,675 | ||
Number of Options, Granted (in shares) | |||
Number of Options, Exercised (in shares) | |||
Number of Options, Forfeited and Expired (in shares) | (100,000) | ||
Number of Options, Outstanding balance (in shares) | 3,973,675 | 4,073,675 | |
Number of Options, Options exercisable (in shares) | 3,083,925 | ||
Weighted Average Exercise Price Per Option | |||
Weighted Average Exercise Price Per Option, Outstanding balance (in dollars per share) | $ 0.59 | ||
Weighted Average Exercise Price Per Option, Granted (in dollars per share) | |||
Weighted Average Exercise Price Per Option, Exercised (in dollars per share) | |||
Weighted Average Exercise Price Per Option, Forfeited and Expired (in dollars per share) | (0.40) | ||
Weighted Average Exercise Price Per Option, Outstanding balance (in dollars per share) | 0.60 | $ 0.59 | |
Weighted Average Exercise Price Per Option exercisable (in dollars per share) | $ 0.48 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted Average remaining Contractual Life (years), Outstanding balance | 6 years 1 month 6 days | 6 years 4 months 13 days | |
Weighted Average remaining Contractual Life (years) Options exercisable | 5 years 9 months 3 days | ||
Aggregate Intrinsic Value Outstanding balance | |||
Aggregate Intrinsic Value Granted | |||
Aggregate Intrinsic Value Exercised | |||
Aggregate Intrinsic Value Forfeited and Expired | |||
Aggregate Intrinsic Value Options exercisable |
CONVERTIBLE NOTES - Narrative (
CONVERTIBLE NOTES - Narrative (Details) - USD ($) | Nov. 12, 2019 | Oct. 19, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jul. 31, 2019 | Aug. 08, 2018 |
Debt Instrument [Line Items] | |||||||
Interest rate (as percentage) | 12.00% | 10.00% | |||||
Shares reserved for the conversion of the Notes | 1,950,000 | ||||||
Interest expense associated with the note | $ 8,761 | ||||||
Convertible Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate (as percentage) | 12.00% | 12.00% | |||||
Cash received from the Holder | $ 57,500 | $ 100,000 | $ 135,000 | ||||
Due Date | Aug. 9, 2019 | ||||||
Period after the date of the Agreement used to calculate the conversion price | 180 days | ||||||
Shares reserved for the conversion of the Notes | 195,000 |
RELATED PARTY TRANSACTIONS - N
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2019 | Feb. 07, 2020 | Sep. 30, 2019 | |
Related Party Transaction [Line Items] | |||
Balance due to related party | $ 555,902 | $ 550,000 | |
Interest expense | 0 | ||
Principal amount | $ 31,000 | ||
Eurema Consulting S.r.l. | |||
Related Party Transaction [Line Items] | |||
Balance due to related party | 200,000 | 200,000 | |
Gabriele Cerrone | |||
Related Party Transaction [Line Items] | |||
Balance due to related party | 175,000 | 175,000 | |
Roberto Pellicciari | |||
Related Party Transaction [Line Items] | |||
Balance due to related party | 175,000 | 175,000 | |
Tiziana Life Sciences PLC | |||
Related Party Transaction [Line Items] | |||
Due from related party | 5,902 | 252,746 | |
Panetta Partners | |||
Related Party Transaction [Line Items] | |||
Due from related party | 0 | 0 | |
Balance due to related party | $ 0 | 0 | |
Alessandro Padova | |||
Related Party Transaction [Line Items] | |||
Due from related party | $ 75,000 |
COMMITMENTS - Narrative (Detail
COMMITMENTS - Narrative (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||||
Feb. 28, 2018USD ($) | Apr. 30, 2017USD ($) | Nov. 30, 2016EUR (€) | Oct. 31, 2016USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018shares | Feb. 28, 2019USD ($) | |
Options granted (in shares) | shares | ||||||||
Exercise price of options granted (in dollars per share) | $ / shares | ||||||||
Bucks County Biotechnology Centre Inc. | Lease agreement | ||||||||
Future minimum payments due | $ 13,480 | |||||||
Estimated utility expense per month | $ 237 | |||||||
License Agreement | ||||||||
Amount payable for making milestone | € | € 50,000 | |||||||
Agreement term | 6 months | |||||||
Consultancy Agreements [Member] | ||||||||
Consultancy expenses | $ 20,000 | |||||||
Prepaid fees | $ 6,666 | 6,666 | ||||||
Consultancy Agreements [Member] | Chief Financial Officer | ||||||||
Officer's compensation | $ 80,000 | $ 50,000 | ||||||
Consultancy Agreements [Member] | Chief Executive Officer | ||||||||
Salary expenses | 0 | |||||||
Shared Services Agreement | ||||||||
Due to affiliates | $ 5,902 | $ 5,902 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) | Feb. 07, 2020 | Nov. 12, 2019 | Jul. 31, 2019 |
SUBSEQUENT EVENTS | |||
Interest rate | 12.00% | 10.00% | |
Subsequent Event | Convertible Promissory Note | |||
SUBSEQUENT EVENTS | |||
Principal amount | $ 31,000 | ||
Interest rate | 12.00% | ||
Cash received | $ 31,000 |