Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2020 | Aug. 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 | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
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 ($) | Jun. 30, 2020 | Sep. 30, 2019 |
Current assets: | ||
Cash | $ 36,649 | $ 50,068 |
Prepayments | 35,282 | 7,176 |
Related party receivable | 748 | 14,335 |
Total current assets | 72,679 | 71,579 |
Property and equipment, net | 723 | 1,949 |
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 | |
Total non-current assets | 2,150,092 | 4,874,303 |
Total assets | 2,222,771 | 4,945,882 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,602,047 | 1,593,623 |
Related party payables | 550,000 | 550,000 |
Loan payable - related party | 73,440 | |
Convertible notes payable | 401,752 | 264,907 |
Total current liabilities | 2,627,239 | 2,408,530 |
Deferred income taxes | ||
Total liabilities | 2,627,239 | 2,408,530 |
Commitments and contingencies (Note 8) | ||
Shareholders' equity | ||
Common stock, $0.001 par value; 200,000,000 shares authorized; 68,908,003 shares issued and outstanding | 68,909 | 68,909 |
Additional paid-in capital | 19,894,627 | 19,780,252 |
Accumulated deficit | (20,368,004) | (17,311,809) |
Total shareholders' equity | (404,468) | 2,537,352 |
Total liabilities and shareholders' equity | $ 2,222,771 | $ 4,945,882 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Jun. 30, 2020 | 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 | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Cost of revenue | ||||
Gross profit | ||||
Operating expenses: | ||||
General and administrative | 54,080 | 135,097 | 292,531 | 518,604 |
Research and development | 75,000 | |||
Consultancy fees | 19,998 | 13,463 | 59,995 | 54,658 |
Legal and professional fees | 18,486 | 43,285 | 70,899 | 206,201 |
Total operating expenses | (92,564) | (191,845) | (423,425) | (854,463) |
Loss from operations | (92,564) | (191,845) | (423,425) | (854,463) |
Other expense: | ||||
Interest on convertible notes payable | (11,631) | (20,517) | (29,785) | (20,517) |
Impairment of goodwill | (2,722,985) | (2,722,985) | ||
Gain on sale of asset | 120,000 | 120,000 | ||
Foreign currency transaction loss | 2,819 | (1,227) | ||
Total other expense | (2,614,616) | (17,698) | (2,632,770) | (21,744) |
Loss from operations before income taxes | (2,707,180) | (209,543) | (3,056,195) | (876,207) |
Income tax provision | ||||
Net loss | $ (2,707,180) | $ (209,543) | $ (3,056,195) | $ (876,207) |
Basic and diluted net loss per share attributable to common shareholders | $ (0.04) | $ 0 | $ (0.04) | $ (0.01) |
Basic and diluted weighted average common shares outstanding | 68,908,003 | 68,908,003 | 68,908,003 | 68,908,003 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS 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 | 297,932 | 297,932 | ||
Net loss | (876,207) | (876,207) | ||
Balance at Jun. 30, 2019 | 2,527,381 | $ 68,909 | 19,710,108 | (17,251,636) |
Balance (in shares) at Jun. 30, 2019 | 68,908,003 | |||
Balance at Mar. 31, 2019 | 2,659,679 | $ 68,909 | 19,632,863 | (17,042,093) |
Balance (in shares) at Mar. 31, 2019 | 68,908,003 | |||
Share based compensation | 77,245 | 77,245 | ||
Net loss | (209,543) | (209,543) | ||
Balance at Jun. 30, 2019 | 2,527,381 | $ 68,909 | 19,710,108 | (17,251,636) |
Balance (in shares) at Jun. 30, 2019 | 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 | 114,375 | 114,375 | ||
Net loss | (3,056,195) | (3,056,195) | ||
Balance at Jun. 30, 2020 | (404,468) | $ 68,909 | 19,894,627 | (20,368,004) |
Balance (in shares) at Jun. 30, 2020 | 68,908,003 | |||
Balance at Mar. 31, 2020 | 2,278,018 | $ 68,909 | 19,869,933 | (17,660,824) |
Balance (in shares) at Mar. 31, 2020 | 68,908,003 | |||
Share based compensation | 24,694 | 24,694 | ||
Net loss | (2,707,180) | (2,707,180) | ||
Balance at Jun. 30, 2020 | $ (404,468) | $ 68,909 | $ 19,894,627 | $ (20,368,004) |
Balance (in shares) at Jun. 30, 2020 | 68,908,003 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,056,195) | $ (876,207) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 114,375 | 297,932 |
Depreciation | 1,226 | 2,197 |
Interest accrued | 28,345 | 20,517 |
Goodwill impairment | 2,722,985 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 8,424 | 225,878 |
Related party payable | 1,440 | |
Prepayments and other receivables | (28,106) | 34,931 |
Related party receivable | 13,587 | 209,065 |
Net cash used in operating activities | (193,919) | (85,687) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of loan payable - related party | 72,000 | |
Proceeds from issuance of convertible note payable | 108,500 | 100,000 |
Net cash provided by financing activities | 180,500 | 100,000 |
Effect of foreign exchange rate | 1,229 | |
Net change in cash | (13,419) | 15,542 |
Cash, beginning of period | 50,068 | 42,693 |
Cash, end of period | $ 36,649 | $ 58,235 |
GENERAL INFORMATION
GENERAL INFORMATION | 9 Months Ended |
Jun. 30, 2020 | |
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. Falconridge had no operations, assets or liabilities as of this date. On May 17, 2016, Rasna DE and Falconridge entered into an Agreement of Merger and Plan of Reorganization (the “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 | 9 Months Ended |
Jun. 30, 2020 | |
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, such financial statements 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 nine months ended June 30, 2020 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 UK and Rasna Inc., Management determined that the 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 U.K, as well as the operations of Rasna Inc. for the period from May 17, 2016 through June 30, 2020. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. Goodwill and In-Process Research and Development The Company classifies intangible assets into two categories: intangible assets with indefinite lives not subject to amortization and goodwill. The Company determines the useful lives of definite-lived intangible assets after considering specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, and other economic facts; including competition and specific market conditions. Intangible assets that are deemed to have indefinite lives, including goodwill, are reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test for indefinite-lived intangibles, other than goodwill, consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. Indefinite-lived intangible assets, such as goodwill, are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis or when events or changes in circumstances indicate evidence a potential impairment exists, using a fair value-based test. Pursuant to ASU 2017-04, the Company must record a goodwill impairment charge if a reporting unit’s carrying value exceeds its fair value. See Note 4 regarding impairment during the quarter ended June 30, 2020. In-process research and development, or IPR&D, assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. IPR&D assets represent the fair value assigned to technologies that the Company acquires, which at the time of acquisition have not reached technological feasibility and have no alternative future use. During the period that the assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval and the ability to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. 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 Company's 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, modified treasury stock, and if converted methods 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: June 30, 2020 June 30, 2019 Stock options 3,948,675 4,073,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 12,233,333 — Total shares issuable upon exercise or conversion 18,108,509 6,000,176 The following is the computation of net loss per share for the following periods: For the Three Months Ended June 30, 2020 2019 (Unaudited) (Unaudited) Net loss for the period $ (2,707,180 ) $ (209,543 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.04 ) $ (0.00 ) For the Nine Months Ended June 30, 2020 2019 (Unaudited) (Unaudited) Net loss for the period $ (3,056,195 ) $ (876,207 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.04 ) $ (0.01 ) Accounting Changes In July 2017, the Financial Accounting Standards Board (the " Derivatives and Hedging, 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 adopted the provisions of ASU 2017-04 effective October 1, 2019 and it did not have a material impact 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. Recent Accounting Pronouncements 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 has not yet evaluated the effect that this update will have on its financial statements and related disclosures. In December 2019, the FASB issued ASU - , Income Taxes - Simplifying the Accounting for Income Taxes (“ASU - ”). Among other items, the amendments in ASU - simplify the accounting treatment of tax law changes and year-to-date losses in interim periods. An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates. Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective. This exception was removed under ASU - , thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU - removes this exception and provides that, in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. ASU - is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods. Early adoption is permitted. The Company has not yet evaluated the effect that this update will have on its financial statements and related disclosures. The Company has determined that all other recently issued accounting pronouncements will not have a material impact on its consolidated financial position, results of operations and cash flows, or do not apply to its operations. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Jun. 30, 2020 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | 3 The Company has no present revenue and has experienced net losses and significant cash outflows from cash used in operating activities since inception, and at June 30, 2020, had an accumulated deficit of $(20,368,004), a net loss for the nine months ended June 30, 2020 of $ (3,056,195) (193,919) months ended June 30, 2020. 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 for a period of o ne year from the date of this filing |
SALE OF AN ASSET
SALE OF AN ASSET | 9 Months Ended |
Jun. 30, 2020 | |
SALE OF AN ASSET [Abstract] | |
SALE OF AN ASSET | 4 SALE OF AN ASSET In April 2020, the Company entered into an Asset Purchase Agreement with Tiziana Life Sciences Plc to purchase the all of the properties, rights, interests and other tangible and intangible assets relating to Actinomycin D. Tiziana Life Sciences PLC is a related party, see note 8 for further details. The purchase price for the transaction was $120,000 payable upon execution of the Asset Purchase Agreement. The funds were received by the Company in April 2020. Further amounts are due according to the following milestones: (a) $130,000 USD upon the issuance of a United States patent from any US patent application in Transferred IP relating to nanoparticle formulations of Actinornycin D, and (b) $500,000 USD upon the successful completion of a Phase II clinical efficacy trial. As the carrying value of the asset at April 2020 was $0, the full amount of the sale has been recorded as a gain on sale of an asset in the statement of operations. Rasna has no further obligations with regards to the Actinornycin D programme. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Jun. 30, 2020 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 5 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 i n-process research and development ("IPR&D") 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: June 30, September 30, 2020 2019 Goodwill $ — $ 2,722,985 Due to a sustained decline in the quoted market price of the Company's common stock, t he Company performed an interim impairment test at the reporting unit level during the quarter ended June 30, 2020. As a result, the Company determined that as of June 30, 2020 it was more likely than not that the Company's goodwill exceeded its estimated fair value. The Company's analysis was performed as of that date using the cost approach. This analysis required significant judgments, and pursuant to ASU 2017-04, the Company recorded a goodwill impairment charge for the excess of the reporting unit’s carrying value over its fair value. During the quarter ended June 30, 2020, goodwill with a total carrying value of $2.7 million was written down to its estimated fair value of $nil and an impairment charge of $2.7 million was recorded. Intangible Assets On December 17, 2013 one of the Company’s shareholders, 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 issued 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 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 ) 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 the CRO an additional amount of approximately $502,000, (EUR 435,000) 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 acute myeloid leukemia ("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 AML 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 indefinite lives and there were no impairment charges recognized during the nine months ended June 30, 2020 or the year ended September 30, 2019. The following table summarizes the Company’s intangible assets as of the following periods: June 30, September 30, 2020 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 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Jun. 30, 2020 | |
SHARE-BASED COMPENSATION [Abstract] | |
SHARE-BASED COMPENSATION | 6 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 June 30, 2020 and 2019. 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 nine months ended June 30, 2020: 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 (125,000 ) (1.12 ) — — Outstanding balance at June 30, 2020 3,948,675 0.57 5.60 $ — Options exercisable at June 30, 2020 3,496,425 0.51 5.44 $ — As of , there was $62,931 of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighte d average period 1.02 years. For the three and nine months ended June 30, 2020 $24,694 and $114,375, respectively, related to share based compensation to directors and employees respectively, has been included within the general and administrative expense category in the accompanying 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 and nine months ended June 30, 2019 $77,114 and $303,272, respectively, related to share based compensation to directors and employees respectively, has been included within the general and administrative expense category in the accompanying $ (5,340) expense category in the accompanying unaudited condensed consolidated interim financial statements. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Jun. 30, 2020 | |
CONVERTIBLE NOTES [Abstract] | |
CONVERTIBLE NOTES | 7 . 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. 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 dates 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 In February 2020, the Company entered into a fourth 12 In March 2020, the Company entered into a fifth 12 On August 8, 2020, the maturity date of the 12 % Convertible Promissory Note with High Octane Bioresearch Ltd.entered into on August 8, 2018, was extended until 8 September 2020. At June 30, 2020, there were 11,450,000 s 783,333 shares were reserved in lieu of fees due to . Interest expense associated with the convertible notes was $29,785 for the nine months ended June 2019 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Jun. 30, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 8 . RELATED PARTY TRANSACTIONS The following is a summary of the related party transactions for the periods presented. Eurema Consulting Eurema Consulting S.r.l. is a significant shareholder of the Company. During the three and nine months ended June 30, 2020 and June 30, 2019 Eurema Consulting did not supply the Company with consulting services. As of June 30, 2020, 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 the majority shareholder of Panetta Partners, one of the Company's principal shareholders and was a director of Arna Therapeutics Ltd As of June 30, 2020, and September 30, 2019, the balance due to Gabriele Cerrone was $ 175,000 for past consultancy services. Roberto and TES Roberto Pellicciari is the majority shareholder of TES Pharma Srl, one of the Company's Roberto Pellicciari of the Company's suppliers. At June 30, 2020 and September 30, 2019 75,000 Tiziana Life Sciences Plc ("Tiziana") The Company is party to a Shared services agreement with Tiziana, whereby the Company is charged for s hared services an Tiziana has agreed to waive all charges for shared services from October 2018 onwards, until further notice since the amounts due for such services are de minimis . No amounts were therefore due during the quarter with regards to this agreement. Tiziano Lazzaretti, the Company's CFO, is also CFO of Tiziana, and Kunwar Shailubhai, the Company's former CEO and a director of the Company, is also a director of Tiziana. As of June 30, 2020 and September 30, 2019, the C ompany made payments on behalf of Tiziana of On March 31, 2020, Tiziana extended a loan facility to Rasna of $65,000. The loan is repayable within 18 months and is incurring an interest charge of 8% per annum. In April 2020, this was extended by a further $7,000, so the loan facility totals $72,000. In April 2020, Tiziana entered into an Asset Purchase Agreement with the Company to purchase the all of the properties, rights, interests and other tangible and intangible assets relating to Actinomycin D for $120,000. See Note 4 for more details. Panetta Partners Panetta Partners Limited, a shareholder of Rasna, is a company in which Gabriele Cerrone is a major shareholder and also serves as a director. 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. Apart from the Convertible Promissory Notes, t |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES License Agreements In November 2016, the Company entered into a license agreement with Profs. Falini and Martelli, wherein it obtained the exclusive rights related to the use or reformulation of Actinomycin D (Act D; a.k.a. Dactinomycin) 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. See Note 9 Subsequent events regarding the sale of Actinomycin 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 provided 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 nine months ended June 30, 2020 , the Company did not incur any rental expenses related to this agreement as these costs were recharged to Tiziana 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 nine months June 30, 2020 the Company incurred approximately $60,000 Shared Services Agreement The Company has entered into a shared services agreement with Tiziana. 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 became effective from January 1, 2017. (see Note 7). Tiziana has agreed to waive all charges for shared services from October 2018 onwards, until further notice. 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 | 9 Months Ended |
Jun. 30, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 10 SUBSEQUENT EVENTS On August 18, 2020, announced that effective August 1, 2020 the Company had On August 8, 2020, the maturity date of the 12 % Convertible Promissory Note with High Octane Bioresearch Ltd.entered into on August 8, 2018, was extended until 8 September 2020. The Company has evaluated events that have occurred after the balance sheet up to the date these financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2020 | |
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, such financial statements 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 nine months ended June 30, 2020 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 UK and Rasna Inc., Management determined that the 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 U.K, as well as the operations of Rasna Inc. for the period from May 17, 2016 through June 30, 2020. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. |
Goodwill and In-Process Research and Development | Goodwill and In-Process Research and Development The Company classifies intangible assets into two categories: intangible assets with indefinite lives not subject to amortization and goodwill. The Company determines the useful lives of definite-lived intangible assets after considering specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, and other economic facts; including competition and specific market conditions. Intangible assets that are deemed to have indefinite lives, including goodwill, are reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test for indefinite-lived intangibles, other than goodwill, consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. Indefinite-lived intangible assets, such as goodwill, are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis or when events or changes in circumstances indicate evidence a potential impairment exists, using a fair value-based test. Pursuant to ASU 2017-04, the Company must record a goodwill impairment charge if a reporting unit’s carrying value exceeds its fair value. See Note 4 regarding impairment during the quarter ended June 30, 2020. In-process research and development, or IPR&D, assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. IPR&D assets represent the fair value assigned to technologies that the Company acquires, which at the time of acquisition have not reached technological feasibility and have no alternative future use. During the period that the assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval and the ability to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. |
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 Company's 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, modified treasury stock, and if converted methods 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: June 30, 2020 June 30, 2019 Stock options 3,948,675 4,073,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 12,233,333 — Total shares issuable upon exercise or conversion 18,108,509 6,000,176 The following is the computation of net loss per share for the following periods: For the Three Months Ended June 30, 2020 2019 (Unaudited) (Unaudited) Net loss for the period $ (2,707,180 ) $ (209,543 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.04 ) $ (0.00 ) For the Nine Months Ended June 30, 2020 2019 (Unaudited) (Unaudited) Net loss for the period $ (3,056,195 ) $ (876,207 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.04 ) $ (0.01 ) |
Accounting Changes | Accounting Changes In July 2017, the Financial Accounting Standards Board (the " Derivatives and Hedging, 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 adopted the provisions of ASU 2017-04 effective October 1, 2019 and it did not have a material impact 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. Recent Accounting Pronouncements 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 has not yet evaluated the effect that this update will have on its financial statements and related disclosures. In December 2019, the FASB issued ASU - , Income Taxes - Simplifying the Accounting for Income Taxes (“ASU - ”). Among other items, the amendments in ASU - simplify the accounting treatment of tax law changes and year-to-date losses in interim periods. An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates. Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective. This exception was removed under ASU - , thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU - removes this exception and provides that, in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. ASU - is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods. Early adoption is permitted. The Company has not yet evaluated the effect that this update will have on its financial statements and related disclosures. The Company has determined that all other recently issued accounting pronouncements will not have a material impact on its consolidated financial position, results of operations and cash flows, or do not apply to its operations. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
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: June 30, 2020 June 30, 2019 Stock options 3,948,675 4,073,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 12,233,333 — Total shares issuable upon exercise or conversion 18,108,509 6,000,176 |
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 June 30, 2020 2019 (Unaudited) (Unaudited) Net loss for the period $ (2,707,180 ) $ (209,543 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.04 ) $ (0.00 ) For the Nine Months Ended June 30, 2020 2019 (Unaudited) (Unaudited) Net loss for the period $ (3,056,195 ) $ (876,207 ) Weighted average number of shares 68,908,003 68,908,003 Net loss per share (basic and diluted) $ (0.04 ) $ (0.01 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
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: June 30, September 30, 2020 2019 Goodwill $ — $ 2,722,985 |
Schedule of intangible assets | The following table summarizes the Company’s intangible assets as of the following periods: June 30, September 30, 2020 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 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
SHARE-BASED COMPENSATION [Abstract] | |
Schedule of stock option activity | The following table summarizes stock option activity for the nine months ended June 30, 2020: 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 (125,000 ) (1.12 ) — — Outstanding balance at June 30, 2020 3,948,675 0.57 5.60 $ — Options exercisable at June 30, 2020 3,496,425 0.51 5.44 $ — |
ACCOUNTING POLICIES - Antidilu
ACCOUNTING POLICIES - Antidilutive Shares (Details) - shares | 9 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Accounting Policies [Line Items] | ||
Total shares issuable upon exercise or conversion | 18,108,509 | 6,000,176 |
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 | 3,948,675 | 4,073,675 |
Convertible notes & associated fees | ||
Accounting Policies [Line Items] | ||
Total shares issuable upon exercise or conversion | 12,233,333 |
ACCOUNTING POLICIES - Net Loss
ACCOUNTING POLICIES - Net Loss per Share (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
ACCOUNTING POLICIES [Abstract] | ||||
Net profit/ (loss) for the period | $ (2,707,180) | $ (209,543) | $ (3,056,195) | $ (876,207) |
Weighted average number of shares (in shares) | 68,908,003 | 68,908,003 | 68,908,003 | 68,908,003 |
Net loss per share (basic and diluted) (in dollars per share) | $ (0.04) | $ 0 | $ (0.04) | $ (0.01) |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2019 | |
GOING CONCERN [Abstract] | |||||
Accumulated deficit | $ (20,368,004) | $ (20,368,004) | $ (17,311,809) | ||
Net loss | $ (2,707,180) | $ (209,543) | (3,056,195) | $ (876,207) | |
Net cash used in operating activities | $ 193,919 | $ 85,687 |
SALE OF AN ASSET - Narrative (D
SALE OF AN ASSET - Narrative (Details) | 9 Months Ended |
Jun. 30, 2020 | |
SALE OF AN ASSET [Abstract] | |
Description of purchase price for transaction | The purchase price for the transaction was $120,000 payable upon execution of the Asset Purchase Agreement. The funds were received by the Company in April 2020. Further amounts are due according to the following milestones: (a) $130,000 USD upon the issuance of a United States patent from any US patent application in Transferred IP relating to nanoparticle formulations of Actinornycin D, and (b) $500,000 USD upon the successful completion of a Phase II clinical efficacy trial. |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) | Dec. 17, 2013USD ($)project$ / sharesshares | Jun. 30, 2020USD ($) | Sep. 30, 2019USD ($) | May 17, 2016EUR (€) | May 17, 2016USD ($) | May 05, 2016USD ($) | Jan. 01, 2015EUR (€) | Jan. 01, 2015USD ($) | Oct. 31, 2013$ / shares |
Indefinite-lived Intangible Assets [Line Items] | |||||||||
IPR&D costs | $ 613,100 | ||||||||
Goodwill | 2,722,985 | ||||||||
Impairment of goodwill | 0 | ||||||||
Number of independent research projects | project | 2 | ||||||||
Impairment charge | 2,700,000 | $ 0 | |||||||
Estimated fair value | |||||||||
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 Organisation | IPR&D | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
IPR&D costs | € 100,002 | $ 111,000 | |||||||
Amended License Agreement | IPR&D | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
IPR&D costs | € 435,000 | 502,000 | |||||||
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 ($) | Jun. 30, 2020 | Sep. 30, 2019 |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | ||
Goodwill | $ 2,722,985 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) | Jun. 30, 2020 | 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 |
SHARE-BASED COMPENSATION - Nar
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | 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 | $ 62,931 | $ 62,931 | |||
Weighted average period | 1 year 7 days | ||||
General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation | 24,694 | $ 77,114 | $ 114,375 | $ 303,272 | |
Consultancy Fees Third Parties | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation | $ (131) | $ (5,340) |
SHARE-BASED COMPENSATION - Sto
SHARE-BASED COMPENSATION - Stock Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | 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) | (125,000) | ||
Number of Options, Outstanding balance (in shares) | 3,948,675 | 4,073,675 | |
Number of Options, Options exercisable (in shares) | 3,496,425 | ||
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) | (1.12) | ||
Weighted Average Exercise Price Per Option, Outstanding balance (in dollars per share) | 0.57 | $ 0.59 | |
Weighted Average Exercise Price Per Option exercisable (in dollars per share) | $ 0.51 | ||
Weighted Average remaining Contractual Life (years) | |||
Weighted Average remaining Contractual Life (years), Outstanding balance | 5 years 7 months 6 days | 6 years 4 months 13 days | |
Weighted Average remaining Contractual Life (years) Options exercisable | 5 years 5 months 8 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 | Mar. 31, 2020 | Feb. 29, 2020 | Oct. 19, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2019 | Jul. 31, 2019 | Aug. 08, 2018 |
Debt Instrument [Line Items] | |||||||||
Interest rate (as percentage) | 10.00% | 10.00% | 12.00% | ||||||
Cash received from the Holder | $ 20,000 | $ 135,000 | |||||||
Due Date | Feb. 7, 2021 | ||||||||
Conversion price | $ 0.65 | ||||||||
Shares reserved for the conversion of the Notes | 11,450,000 | ||||||||
Interest expense associated with the note | $ 29,785 | $ 20,517 | |||||||
Convertible Promissory Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as percentage) | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | ||||
Cash received from the Holder | $ 57,500 | $ 31,000 | $ 100,000 | ||||||
Due Date | Nov. 12, 2020 | Mar. 20, 2021 | Oct. 19, 2019 | 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 | 783,333 |
RELATED PARTY TRANSACTIONS - N
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | 9 Months Ended | |||||
Jun. 30, 2020 | Apr. 30, 2020 | Apr. 16, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Sep. 30, 2019 | |
Related Party Transaction [Line Items] | ||||||
Balance due to related party | $ 550,000 | $ 7,000 | $ 550,000 | |||
Interest expense | 0 | |||||
Principal amount | $ 72,000 | |||||
Related party receivable | 748 | 14,335 | ||||
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] | ||||||
Principal amount | $ 65,000 | |||||
Interest charge | 8.00% | |||||
Panetta Partners | ||||||
Related Party Transaction [Line Items] | ||||||
Balance due to related party | $ 0 | 0 | ||||
Principal amount | $ 31,000 | |||||
Interest charge | 12.00% | |||||
Alessandro Padova | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related party | $ 75,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 1 Months Ended | 9 Months Ended | ||||||
Feb. 28, 2018USD ($) | Apr. 30, 2017USD ($) | Nov. 30, 2016EUR (€) | Nov. 30, 2016USD ($) | Oct. 31, 2016USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019shares | Feb. 28, 2019USD ($) | |
Options granted (in shares) | shares | ||||||||
Exercise price of options granted (in dollars per share) | $ / shares | ||||||||
Bucks County Biotechnology Centre Inc. | LeaseAgreementMember | ||||||||
Future minimum payments due | $ 13,480 | |||||||
Estimated utility expense per month | $ 237 | |||||||
License Agreement | ||||||||
Agreement term | 6 months | 6 months | ||||||
Milestone payment achieved | € 50,000 | $ 57,046 | ||||||
Consultancy Agreements [Member] | ||||||||
Consultancy expenses | $ 60,000 | |||||||
Consultancy Agreements [Member] | Chief Financial Officer | ||||||||
Officer's compensation | $ 80,000 | $ 50,000 |