Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 28, 2017 | Sep. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Rasna Therapeutics Inc. | ||
Entity Central Index Key | 1,582,249 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Filer Category | Accelerated Filer | ||
Trading Symbol | RASP | ||
Entity Common Stock, Shares Outstanding | 68,046,465 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4,048,962 | $ 0 |
Prepayments and other receivables | 65,846 | 0 |
Related party receivable | 85,066 | 607,159 |
Total current assets | 4,199,874 | 607,159 |
Property and Equipment, net | 7,030 | 0 |
Other intangible assets | 236,269 | 0 |
In-process research and development | 1,913,100 | 1,300,000 |
Goodwill | 2,722,985 | 0 |
Total non-current assets | 4,879,384 | 1,300,000 |
Total assets | 9,079,258 | 1,907,159 |
Current liabilities: | ||
Accounts payable and accrued expenses | 903,002 | 78,227 |
Related party payables | 625,000 | 550,000 |
Total current liabilities | 1,528,002 | 628,227 |
Total liabilities | 1,528,002 | 628,227 |
Commitments and Contingencies | ||
Shareholders' equity | ||
Common stock, $0.001 and $0.01 par value, respectively; 200,000,000 shares and 100,000,000 shares authorized respectively; of which 68,046,465 and 35,650,289 are issued. and outstanding respectively at March 31, 2017 and 2016 | 68,047 | 356,503 |
Additional paid-in capital | 16,740,989 | 5,746,477 |
Accumulated deficit | (9,257,780) | (4,824,048) |
Total shareholders' equity | 7,551,256 | 1,278,932 |
Total liabilities and shareholders' equity | $ 9,079,258 | $ 1,907,159 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 68,046,465 | 35,650,289 |
Common stock, shares outstanding (in shares) | 68,046,465 | 35,650,289 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Cost of revenue | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses: | ||
General and administrative | 1,009,240 | 0 |
Research and development | 1,564,353 | 0 |
Consultancy fees third parties | 1,071,777 | 128,176 |
Consultancy fees related parties | 150,000 | 350,000 |
Legal and professional fees | 739,158 | 99,930 |
Total operating expenses | 4,534,528 | 578,106 |
Loss from operations | (4,534,528) | (578,106) |
Other income/(expense): | ||
Foreign currency transaction gain | 100,796 | 0 |
Other income | 100,796 | 0 |
Loss from operations before income taxes | (4,433,732) | (578,106) |
Income tax provision | 0 | 0 |
Net loss | $ (4,433,732) | $ (578,106) |
Basic and diluted loss per share attributable to common shareholders (in dollars per share) | $ (0.07) | $ (0.02) |
Basic and diluted weighted average common shares outstanding (in shares) | 60,816,068 | 35,650,289 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Mar. 31, 2015 | $ 1,796,362 | $ 356,503 | $ 5,685,801 | $ (4,245,942) |
Balance (in shares) at Mar. 31, 2015 | 35,650,289 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share based compensation | 60,676 | 60,676 | ||
Net loss | (578,106) | (578,106) | ||
Balance at Mar. 31, 2016 | 1,278,932 | $ 356,503 | 5,746,477 | (4,824,048) |
Balance (in shares) at Mar. 31, 2016 | 35,650,289 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares cancelled pursuant to reverse merger transaction | 0 | $ (356,503) | 356,503 | |
Shares cancelled pursuant to reverse merger transaction (in shares) | (35,650,289) | |||
Shares issued pursuant to reverse merger transaction | 7,675,000 | $ 548,378 | 7,126,622 | |
Shares issued pursuant to reverse merger transaction (in shares) | 54,837,790 | |||
.33 share exchange | (367,413) | $ (367,413) | ||
.33 share exchange (in shares) | (36,741,319) | |||
Recapitalization | 368,914 | $ (159,563) | 528,477 | |
Recapitalization (in shares) | 3,305,000 | |||
Cancellation of shares | (1,500) | $ (1,500) | ||
Cancellation of shares (in shares) | (1,500,000) | |||
3.25 for 1 Stock Split | 0 | $ 44,778 | (44,778) | |
3.25 for 1 Stock Split (in shares) | 44,778,327 | |||
Common stock issued in connection with offering | 2,007,500 | $ 3,367 | 2,004,133 | |
Common stock issued in connection with offering (in shares) | 3,366,667 | |||
Share based compensation | 1,023,555 | 1,023,555 | ||
Obligation for warrants to be issued | (484,009) | (484,009) | ||
Increase in fair value of warrants to date of issuance | (2,430,875) | (2,430,875) | ||
Warrant obligation reclassified to additional paid-in capital upon warrant issuance | 2,914,884 | 2,914,884 | ||
Net loss | (4,433,732) | (4,433,732) | ||
Balance at Mar. 31, 2017 | $ 7,551,256 | $ 68,047 | $ 16,740,989 | $ (9,257,780) |
Balance (in shares) at Mar. 31, 2017 | 68,046,465 |
CONSOLIDATED STATEMENT OF CHAN6
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Parenthetical) | Aug. 15, 2016 | May 17, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Statement of Stockholders' Equity [Abstract] | |||||
Shares issued in exchange (in shares) | 0.33 | 0.3333 | 0.33 | 0.33 | 0.33 |
Conversion ratio | 3.25 | 3.25 | 3.25 | 3.25 | 3.25 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,433,732) | $ (578,106) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 1,023,555 | 60,676 |
Depreciation | 3,463 | 0 |
Changes in operating assets and liabilities: | ||
Other receivables and prepayments | (65,843) | 0 |
Related party receivable | (85,412) | 113,651 |
Accounts and other payables | 519,111 | 53,779 |
Related party payables | 75,000 | 350,000 |
Net cash used in operating activities | (2,963,858) | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | (10,493) | 0 |
Cash and cash equivalents acquired in reverse merger/business combination | 5,116,609 | 0 |
Net cash provided by investing activities | 5,106,116 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of shares of common stock | 2,007,500 | 0 |
Net cash provided by financing activities | 2,007,500 | 0 |
Effect of foreign exchange rate | (100,796) | 0 |
Net increase in cash and cash equivalents | 4,048,962 | 0 |
Cash and cash equivalent, beginning of period | 0 | 0 |
Cash and cash equivalent, end of period | 4,048,962 | 0 |
Non-cash investing and financing activities: | ||
Expenses paid by Rasna Therapeutics Limited on behalf of the Company | 0 | 113,651 |
Common stock issued for acquisition | 7,675,000 | 0 |
Shares cancelled pursuant to reverse merger transaction | (356,503) | 0 |
Shares issued pursuant to reverse merger transaction | 548,378 | 0 |
.33 share exchange | (367,413) | 0 |
Recapitalization | (159,563) | 0 |
Cancellation of shares | (1,500) | 0 |
Shares issued in 3.25 for 1 stock split | 44,778 | 0 |
Related party receivable balance canceled in acquisition | $ 607,159 | $ 0 |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (PARENTHETICAL) | Aug. 15, 2016 | May 17, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Statement of Cash Flows [Abstract] | |||||
Shares issued in exchange (in shares) | 0.33 | 0.3333 | 0.33 | 0.33 | 0.33 |
Conversion ratio | 3.25 | 3.25 | 3.25 | 3.25 | 3.25 |
GENERAL INFORMATION
GENERAL INFORMATION | 12 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | GENERAL INFORMATION Rasna Therapeutics, Inc. (formerly Active With Me, Inc.) (the “Company” or “Rasna Successor”), is a company incorporated in the State of Nevada. Rasna Therapeutics, Inc. (“Rasna DE.”), is a company incorporated in the State of Delaware on March 28 2016 . Prior to May 17, 2016 Rasna Therapeutics, Inc. was a non-trading holding company with an investment in one subsidiary company, and also controlled an entity, Rasna Therapeutics Limited (“Rasna UK”), in which it was deemed the primary beneficiary. Arna Therapeutics Limited (“Arna”) was a company incorporated in the British Virgin Islands under applicable law and regulation. Arna was incorporated on September 30, 2013. Arna only has one segment of activity which is that of a clinical stage biotechnology company focused on targeted drugs to treat diseases in oncology and immunology, mainly focusing on the treatment of Leukemia. On May 17, 2016, Rasna UK and its subsidiary Falconridge entered into an Agreement of Merger and Plan of Reorganization (“Merger Agreement”) with Arna. Pursuant to the agreement, Arna was merged into Falconridge and the shareholders of Arna were issued shares of Rasna UK in exchange for shares of Arna. The Merger is being treated as a reverse acquisition effected by a share exchange for financial accounting and reporting purposes since Arna’s operations, Board of Directors and Management will remain subsequent to the consummation of the transaction, however, the legal aquiror is Rasna Inc. As a result, the historical operations that are reflected in these financial statements are those of Arna, and the assets acquired and liabilities assumed in the transaction with Rasna UK have been written to fair value in accordance with ASC 805, Business Combinations. Refer to Note 3 - Acquisitions, for more information related to the transaction. On August 15, 2016, Active With Me, Inc., entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Rasna, Inc., and Rasna Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Active With Me, Inc. (“Merger Sub”), providing for the merger of Merger Sub with and into Rasna, Inc. (the “Merger”), with Rasna, Inc. surviving the Merger as a wholly-owned subsidiary of Active With Me, Inc. As a result of the Merger, the resulting company, Rasna Therapeutics, Inc., is a biotechnology company that is focused on targeted drugs to treat diseases in oncology and immunology, mainly focusing on the treatment of Leukemia. The Merger is being treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of Active With Me’s operations were disposed of prior to the consummation of the transaction. Rasna Successor is treated as the accounting acquirer as its stockholders control the Company after the Exchange Agreement, even though Active With Me, Inc. was the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in these financial statements are those of Rasna Successor as if Rasna Successor had always been the reporting company. Since Active With Me, Inc. had no operations upon the Merger Agreement taking place, the transaction was treated as a reverse recapitalization for accounting purposes and no goodwill or other intangible assets were recorded by the Company as a result of the Merger Agreement. These financial statements are presented in United States dollars (“USD”) which is also the functional currency of the primary economic environment in which the Company operates. See Note 2, Foreign currency policy. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been applied consistently to all the periods presented unless otherwise stated. Basis of preparation These consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (“SEC”) and United States generally accepted accounting principles (“GAAP”) for annual reporting. In the opinion of management, the accompanying consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial information. Principles of Consolidation In accordance with ASC 810, Consolidation, the Company consolidates any entity in which it has a controlling financial interest. Further, the Company consolidates any variable interest entity that it is deemed to be the primary beneficiary of, and have the power to direct its significant activities. Upon review of the relationship between Rasna Therapeutics Limited (“Rasna UK”) and Rasna Inc., Management noted that equity investment in Rasna UK is not sufficient to fund its operations. Accordingly, Rasna Inc. is considered to be the primary beneficiary of the assets held within Rasna UK, which primarily consist of cash received from Rasna Inc. to fund its operations, and has power to direct its significant activities. As a result, Rasna Inc. consolidates this variable interest entity. The consolidated financial statements include the financial statements of the Company and its subsidiary, Arna Therapeutics Limited as well as the operations of Rasna Inc. for the period from May 17, 2016 through December 31, 2016. 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 Accounting Standards Codification ("ASC") Topic 805-10, Business Combinations ("ASC 805-10"), 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. The amounts reflected within the Note 3 - Acquisitions are the results of the final valuation report of the purchase price allocation. Liquidity 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 two years, and as at March 31, 2017 , had an accumulated deficit of $9,257,780 , a net loss for the for the year ended March 31, 2017 of $4,433,732 and net cash used in operating activities of $2,963,858 . We expect to continue to incur net losses and have significant cash outflows for at least the next twelve months. The Company has sufficient funds to continue operating until the end of the second fiscal quarter of 2019, but will require significant additional cash resources to launch new development phases of existing products in its pipeline. 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.The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company's cost structure. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its estimates on an ongoing basis, including those related to the fair values of stock based awards, income taxes and contingent liabilities, among others. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates and such differences could be material to the consolidated financial position and results of operations. Fair Value The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities, approximate fair value because of the short-term nature of such financial instruments. Management measures certain other assets at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of related party receivables. Deposits held with banks, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand and bear minimal risk. Management believes that the institutions that hold our instruments are financially sound and are subject to minimal credit risk. Cash and cash equivalents Cash and cash equivalents consists of cash on deposit with banks with an original maturity of three months or less. From time to time, the Company’s balances in its bank accounts exceed Federal Deposit Insurance Corporation limits. The Company will periodically evaluate the risk of exceeding insured levels and might transfer funds if it deems appropriate. The Company has not experienced any losses with regards to balances in excess of insured limits or as a result of other concentrations of credit risk. Prepayments and other receivables Prepayments consists of prepaid Directors and Officers liability insurance. Property and Equipment Expenditures for additions, renewals and improvements are capitalized at cost. Depreciation is computed in a straight line method based on the estimated useful lives of the related assets. The estimated useful lives of the major classes of depreciable assets are 2 to 5 years for equipment and furniture and fixtures. Expenditures for repairs and maintenance are charged to operations as incurred. The Company periodically evaluates whether current events or circumstances indicate that the carrying life of the depreciable assets may not be recoverable. Goodwill and Intangible assets Intangible assets are made up of in-process research and development, (“IPR&D”) and certain intellectual property (“IP”). The balance of IPR&D represents IPR&D acquired in 2013, which, at the time, was determined to have alternative future uses. IPR&D assets also represent the fair value assigned to acquired technologies in a business combination, which at the time of the business combination have not reached technological feasibility and have no alternative future use. IP assets represent the fair value assigned to technologies, which at the time of acquisition have reached technological feasibility, however, have not yet been put into service. Intangible assets are considered to have an indefinite useful life until the completion or abandonment of the associated research and development projects. Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. Goodwill is assessed for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the asset might be impaired. An impairment charge is recognized only when the implied fair value of the Company’s reporting unit’s goodwill is less than its carrying amount. Management evaluates indefinite life intangible assets for impairment on an annual basis and on an interim basis if events or changes in circumstances between annual impairment tests indicate that the asset might be impaired. The ongoing evaluation for impairment of its indefinite life intangible assets requires significant management estimates and judgment. Management reviews definite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges during the year ended March 31, 2017 and 2016 . Risks and Uncertainties The Company intends to operate in an industry that is subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks associated with an early stage company, including the potential risk of business failure. Reclassifications Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2017 presentation. These reclassifications have no impact on the previously reported net loss. Research and development Expenditure on research and development is charged to the statements of operations in the year in which it is incurred with the exception of expenditures incurred in respect of the development of major new products where the outcome of those projects is assessed as being reasonably certain in regards to viability and technical feasibility. Such expenditure is capitalized and amortized straight line over the estimated period of sale for each product, commencing in the year that sales of the product are first made. To date, the Company has not capitalized any such expenditures other than certain IPR&D & IP recorded in connection with certain acquisition or equity transactions. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. A valuation allowance may be established to reduce deferred tax assets to the amount that management believes is more likely than not to be realized. Due to inherent complexities arising from the nature of the business, future changes in income tax law and variances between actual and anticipated operating results, management makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. The Company recognizes in the financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. The Company incurred no liability and, therefore, did not need to record interest and penalties during the year ended March 31, 2017 and 2016. Foreign Currency Items included in the financial statements are measured using their functional currency, being the currency of the primary economic environment in which the company operates. The financial statements are presented in United States Dollar (“USD”), which is the company’s functional and presentational currency. Foreign currency transactions are translated using the rate of exchange applicable at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-translation at the year-end of monetary assets and liabilities denominated in foreign currencies are recognized in the statements of operations. Net Loss per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The following table sets forth potential common shares issuable upon the exercise of outstanding options and the exercise of warrants, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: March 31, 2017 March 31, 2016 Stock options 3,162,375 1,662,375 Warrants 1,440,501 — Total shares issuable upon exercise or conversion 4,602,876 1,662,375 The following is the computation of net loss per share for the following periods: For the Year Ended March 31, 2017 2016 Net loss for the period $ (4,433,732 ) $ (578,106 ) Weighted average number of shares 60,816,068 35,650,289 Net loss per share (basic and diluted) $ (0.07 ) $ (0.02 ) Warrants In April 2016, the Company committed to issue warrants as compensation to the placement agents relating to fundraising. On February 28, 2017, the Company issued a ten year warrant to purchase 1,440,501 shares of common stock at an exercise price of $0.37 per share. The Company had determined that the service inception date preceded the grant date, and accordingly, recorded a liability to issue warrants in the Company as of the date that the equity was issued, with an offset charge to additional paid-in capital as these are offering costs. The liability to issue warrants was marked to market each period until the grant date, at which point the Company determined that in accordance with ASC 815-40-25-7, the warrants should be classified in stockholder’s equity. See Note 6 for additional information. Equity-Based Payments ASC Topic 718 “Compensation-Stock Compensation” requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. The Company accounts for shares of common stock, stock options and warrants issued to employees based on the fair value of the stock, stock option or warrant, if that value is more reliably measurable than the fair value of the consideration or services received. The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505-50 “Equity -Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Accordingly the fair value of these options is being “marked to market” quarterly until the measurement date is determined. Recent Accounting Pronouncements Not Yet Adopted In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-9 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-9”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-9 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and disclosures. On August 26, 2016, the FASB issued Accounting Standards Update (ASU) 2016-15, Classification of Certain Cash Receipts and Cash Payments, seeking to eliminate diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under FASB Accounting Standards Codification (FASB ASC) 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in ASU 2016-15 should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). ASU 2016-18 requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement cash flows. The new standard is expected to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the effects of ASU 2016-18 on its consolidated financial statements. In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements, which includes numerous technical corrections and clarifications to GAAP that are designed to remove inconsistencies in the board’s accounting guidance. Several provisions in this accounting guidance are effective immediately which did not have an impact on the Company’s consolidated financial statements. Additional provisions in this accounting guidance are effective for the Company in annual financial reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact that the adoption of the additional provisions in this accounting guidance may have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual financial reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of adopting this guidance. 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 good will allocated to the reporting unit. The guidance is effective for annual and interim goodwill impairment tests performed for periods beginning after December 15, 2019 with early adoption permitted in January 2017.The Company is currently evaluating the impact of adopting this guidance. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS The following transactions were accounted for using the purchase accounting method which requires, among other things, that the assets acquired and liabilities assumed are recognized at their acquisition date fair value. On May 5, 2016, Rasna UK sold its intellectual property to Falconridge, a subsidiary of Rasna, for a note payable in the amount of $236,269 . Rasna UK is considered a VIE and consolidated in these financial statements, however, is not an entity under common control as Rasna controlled both Falconridge and Rasna UK at the time of the transaction, this transaction eliminates on consolidation. On May 17, 2016, Rasna and its subsidiary Falconridge entered into an Agreement of Merger and Plan of Reorganization with Arna. Pursuant to the agreement, Arna was merged into Falconridge and the shareholders of Arna were issued shares of Rasna in exchange for shares of Arna. Arna was deemed to be the accounting acquirer because Rasna and Falconridge Holdings Limited were non-trading holding companies and Arna’s operations will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity. Further, 65% of the voting interest in Rasna was acquired by Arna shareholders in connection with the transaction. Therefore, the assets and liabilities of the acquired entity, Rasna, were written to fair value in accordance with the Acquisition Method prescribed in ASC 805, Business Combinations. The consideration transferred was measured based upon the share price recently received during a non-public equity raise in Rasna, during which non-related investors paid $0.40 per share of common stock. During the acquisition transaction, 19,187,500 of 54,837,790 shares were issued to legacy Rasna shareholders, which results in consideration transferred to the acquiree’s shareholders of $7,675,000 . In addition, $607,159 of a related party receivable due to Arna from Rasna Uk, was forgiven as part of the consideration transferred. The purchase price allocation as of the date of acquisition is set forth in the table below. As per the purchase accounting method, the tangible and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the remaining purchase price recorded as goodwill. The Company’s allocation of the purchase price in connection with the acquisition was calculated as follows: Balance as of May 17, 2016 Share consideration transferred $ 7,675,000 Forgiveness of receivable 607,159 Consideration transferred $ 8,282,159 Less: Fair value of assets acquired Cash and cash equivalents (5,116,609 ) Other receivables (14,187 ) Prepayment (66,856 ) Related party receivables (20,412 ) Intellectual property (236,269 ) In-Process research and development (613,100 ) Plus: Liabilities assumed Accounts payable and accrued expenses 492,603 Related party payables 15,656 Goodwill $ 2,722,985 Of the above assets acquired and liabilities assumed, the intellectual property acquired was owned by Falconridge and the remaining assets acquired and liabilities were Rasna UK. Acquired In-Process Research and Development Acquired IPR&D is the fair value of the LSD-1 asset at the acquisition date. The Company determined that the fair value of LSD-1 was $613,100 as of the acquisition date using the cost approach. This was based on the fact that LSD-1 was not yet technologically feasible or in use as of the valuation date. Also as no prospective revenue stream could be determined, the cost approach was deemed to be the most appropriate. The Company retained a Clinical Research Organisation ("CRO") to perform all related research and development associated with LSD-1. As all research and development associated with LSD‐1 was performed by the CRO and no other contributions to LSD‐1 IPR&D were made beyond payments to the CRO, the Company considered the payments made to estimate the fair value of LSD‐1. Active With Me, Inc. On August 15, 2016, Active With Me, Inc., entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Rasna, Inc., and Rasna Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Active With Me, Inc. (“Merger Sub”), providing for the merger of Merger Sub with and into Rasna, Inc. (the “Merger”), with Rasna, Inc. surviving the Merger as a wholly-owned subsidiary of Active With Me, Inc. As a result of the Merger, the resulting company, Rasna Therapeutics, Inc., is a biotechnology company that is engaged in modulating the molecular targets NPM1 and LSD1, which are implicated in the disease progression of leukemia and lymphoma. The Merger is being treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of Active With Me’s operations were disposed of prior to the consummation of the transaction. Rasna Successor is treated as the accounting acquirer as its stockholders control the Company after the Exchange Agreement, even though Active With Me, Inc. was the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in these financial statements are those of Rasna Successor as if Rasna Successor had always been the reporting company. Since Active With Me, Inc. had no operations upon the Merger Agreement taking place, the transaction was treated as a reverse recapitalization for accounting purposes and no goodwill or other intangible assets were recorded by the Company as a result of the Merger Agreement. Thereafter, pursuant to a Stock Purchase Agreement, the Company transferred all of the outstanding capital stock of Rasna Successor to a former officer and director of Active With Me, Inc. in exchange for cancellation of an aggregate of 1,500,000 shares of Rasna Successor’s common stock held by such person. In connection with the share exchange, each share of Rasna, Inc was exchanged for the right to receive .33 shares in Active With Me, Inc. Once issued, the new shares were combined with the 3,305,000 common shares held by legacy Active With Me, Inc. shareholders. Immediately following the Merger, 1,500,000 shares were canceled, which related to one legacy Active With Me shareholder that effectively spun off the remaining assets of Active With Me in connection with the transaction. Finally, subsequent to the transaction, the legal acquirer executed a 3.25 for 1 stock split on its common shares. Following the closing of the Merger and Rasna Successor’s cancellation of 1,500,000 shares in the Split-Off, there were 19,901,471 shares of Rasna Successor issued and outstanding, which once effected for the 3.25 for 1 reverse stock split, resulted in 64,679,798 shares outstanding in the combined entity. The net loss presented on the consolidated income statement is representative of the operating losses of Arna Therapeutics Ltd, Falconridge and Rasna Inc for the period April 1, 2016 to March 31, 2017. The legal acquirer, Active With Me Inc, did not have any losses for this period. The Company incurred approximately $170,000 in transaction costs in connection with the acquisition, which were included within the legal and professional, consultancy and general and administrative expenses within the consolidated statements of operations for the year ended March 31, 2017. The following supplemental unaudited proforma information presents the Company's financial results as if the business combination had occurred on April 1, 2015: Year Ended March 31, 2017 2016 Total Revenues, net $ — $ — Net Loss (4,693,223 ) (2,080,061 ) Basic and diluted net loss per share $ (0.08 ) $ (1.05 ) The above unaudited pro forma information was determined based on the historical GAAP results of Arna Therapeutics Ltd, Rasna Therapeutics Ltd and Rasna Therapeutics Inc. The unaudited pro forma condensed consolidated results are provided for informational purposes only and are not necessarily indicative of what the Company's consolidated results of operations actually would have been if the acquisition was completed on April 1, 2016 or what the consolidated results of operations will be in the future. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS As noted in Note 3 - Acquisitions, on May 17, 2016, there was a transaction where the Company acquired an entity and, at initial purchase price, it was determined that there was $236,269 of intellectual property, $613,100 of In-process research and development, and $2,722,985 Goodwill. Goodwill Goodwill represents the excess of the purchase price over the fair value f =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: Goodwill Balance at March 31, 2016 $ — Acquisition of Rasna and its subsidiaries 2,722,985 Balance at March 31, 2017 $ 2,722,985 The company performed an impairmant analysis and no impairment was determined. Hence no impairment was recorded for the year ended March 31, 2017 and 2016. 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 in the form of IPR&D from TES Pharma S.r.l and Eurema Consulting S.r.l. Panetta Partners Limited then assigned the IPR&D 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 IPR&D at $1.3 million . IPR&D relating to LSD-1, was acquired in the reverse acquisition of Rasna UK by Arna as of May 17, 2016. The Company retained a Clinical Research Organisation ("CRO") to perform all related research and development associated with LSD‐1. Based on review of the license agreement dated January 1, 2015, between the CRO and Rasna, the Company agreed to pay 100,002 Euros for costs incurred to date and to perform research and development on a going forward basis. Additionally, the Company entered into an amended license agreement whereby Rasna agreed to pay TTFactor an additional 435,000 Euros as of May 17, 2016, regarding services rendered between September 9, 2014 to May 17, 2016. Based on the cost approach, the IPR&D was valued at $613,100 . The IPR&D and intellectual property are considered to have an indefinite life and there were no impairment charges recognized during the periods ended March 31, 2017 and March 31, 2016 . The following table summarizes the Company’s intangible assets as of the following periods: March 31, 2017 Estimated Gross Additions Accumulated Net Book In-process research and development Indefinite $ 1,300,000 $ 613,100 $ — $ 1,913,100 Intellectual Property Indefinite — 236,269 — 236,269 $ 1,300,000 $ 849,369 $ — $ 2,149,369 March 31, 2016 Estimated Gross Useful Carrying Accumulated Net Book Life Amount Additions Amortization Value In-process research and development Indefinite $ 1,300,000 $ — $ — $ 1,300,000 $ 1,300,000 $ — $ — $ 1,300,000 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of office equipment which are recorded at cost with an estimated useful life of 3 years, depreciated on a straight line basis. For the year ended March 31, 2017, there were additions to property, plant and equipment of $10,493 . March 31, 2017 Estimated Useful Life Gross carrying amount Accumulated depreciation Net book value Office Equipment 3 years $10,493 $3,463 $7,030 Depreciation expense was $3,463 and $0 for the years ended March 31, 2017 and 2016 respectively. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes the Company’s accounts payable and accrued expenses as of the following periods: March 31, 2017 March 31, 2016 Accounts payable $ 548,514 $ — Accrued expenses 354,488 78,227 $ 903,002 $ 78,227 Accounts payable is predominantly made up of unpaid invoices relating to research and development, accounting and professional fees. Included within the accrued expenses balance is $103,672 owed to Tiziana Life Sciences PLC (“Tiziana”) under a shared services agreement (see Note 13), $114,736 relating to vendors for research and development expenses and approximately $136,080 of accrued legal, accounting and professional fees. |
WARRANTS WARRANTS
WARRANTS WARRANTS | 12 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
WARRANTS | WARRANTS On April 10, 2016, the Company incurred the obligation to issue warrants to placement agents relating to fundraising. The Company accounted for the obligation based on an estimate of the fair value of warrants issued using the Black-Scholes Model (“BSM”). On the date of recognition of the associated obligation, the Company recorded $484,009 as a reduction to proceeds of the equity offering (additional paid-in-capital). The Company assessed the fair value for each reporting period and recorded changes to additional paid-in capital. At February 28, 2017, the date the warrants were issued, the obligation was reversed to additional paid-in capital and no outstanding liability existed. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Equity”, the Company determined that the warrants issued as placement agent warrants are classified as equity in additional paid in capital. The fair value of the warrants at February 28, 2017 was $2,914,884 based on the following inputs and assumptions using the Black Scholes Model: April 10, 2016 February 28, 2017 Warrants to be issued and Issued respectively 1,440,501 1,440,501 Exercise Price $0.40 $0.37 Stock Price $0.40 $2.10 Expected Term (Years) 10 10 Volatility % 104% 105% Discount Rate - Bond Equivalent Yield 1.93% 2.55% Dividend Yield —% —% The input assumptions used are as follows: Discount rate —Based on the daily yield curve rates for U.S. Treasury obligations with maturities which correspond to the expected term of the Company’s stock options. Dividend yield —The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Expected volatility —Based on the historical volatility of seven different comparable Companys’ stock. Expected term —The Company has used the life of the warrant. |
ISSUANCE OF COMMON STOCK
ISSUANCE OF COMMON STOCK | 12 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
ISSUANCE OF COMMON STOCK | ISSUANCE OF COMMON STOCK On December 20, 2016, the Company issued an aggregate of 3,366,667 shares of common stock, at $0.60 per share for aggregate net proceeds of $2,007,500 , in connection with a securities purchase agreement with certain accredited investors, as defined in Regulation D promulgated under Securities Act of 1933. The securities purchase agreement contained the following features: • Anti-dilution provision – if the Company issues any common stock or any securities of the Company which would entitle the holder thereof to acquire at any time common stock, in a subsequent financing entitling any person or entity to acquire shares of common stock at an effective price per share less $0.60 (subject to prior adjustment for reverse and forward stock splits and the like), the Company shall issue to the holder a number of additional common stock shares equal to (a) the amount paid by the holder divided by 0.60 (subject to prior adjustment for reverse and forward stock splits and the like), less (b) the common stock issued to the holder. The Company has determined that host instrument was more akin to equity than debt and that the above financial instruments were clearly and closely related to the host instrument, with bifurcation and classification as a derivative liability not required. The host instrument, was classified as permanent equity and the above identified embedded feature will not be bifurcated from the host and therefore classified as permanent equity with the common stock. As discussed in Note 3 - Acquisitions , on May 17, 2016, the Company completed a reverse merger whereby 35,650,289 shares of Arna were canceled and converted to a right to receive 35,650,289 shares of the Company’s stock. In effect, as a result of the share exchange, an additional 19,187,500 shares were ultimately issued to previous Rasna non-affiliate shareholders at a price of $0.40 per share of common stock totaling 54,837,789 . Management used the price of $0.40 per share of common stock based on the value of shares used by Rasna in its equity raise that occurred in April 2016, where such shares were issued in contemplation of the merger transaction occurring in May 2016. In addition, as noted in the Reverse Recapitalization section of Note 1, the Company effectively completed a 1 for 3 share exchange prior to the Merger, and then issued 3,305,000 common shares to legacy Active With Me shareholders. Immediately following the Merger, 1,500,000 shares were canceled, which related to one legacy Active With Me shareholder that effectively spun off the remaining assets of Active With Me in connection with the transaction. Finally, subsequent to the transaction, the Company executed a 3.25 for 1 stock split on its common shares. Common stock amounts and additional paid-in capital have been adjusted for the effect of the share splits executed in connection with the Merger transaction at the time of the Merger, as the stock splits occurred in conjunction with the Merger transaction. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During the normal course of its business, the Company enters into various transactions with entities that are both businesses and individuals. The following is a summary of the related party transactions as of March 31, 2017 and March 31, 2016 . Rasna Therapeutics Ltd As at March 31, 2016, the Company was owed $607,159 from Rasna Therapeutics Ltd (UK), a Company of which Gabriele Cerrone, James Mervis and Riccardo Dalla Favera were also common directors with Arna. In the year ended 31 March 2016, Rasna Therapeutics Ltd (UK) paid $113,651 of expenses on behalf of the Company. The $607,159 was forgiven as part of the consideration transferred in the business combination noted in Note 3. See Note 2 for Principles of Consolidation . Eurema Consulting Eurema Consulting S.r.l.is a significant shareholder of the Company. During the year ended March 31, 2017 and year ended March 31, 2016 , Eurema Consulting S.r.l. supplied the Company with consulting services amounting to $50,000 and $100,000 , respectively. As of March 31, 2017 , and March 31, 2016 , Eurema Consulting S.r.l was owed $275,000 and $225,000 , respectively, by the Company. Riccardo Dalla Favera Riccardo Dalla Favera was a Director of Arna Therpeutics Limited and is a current Director of Rasna Therapeutics Inc. During the year ended March 31, 2017 and 2016 Riccardo Dalla Favera charged the Company $12,500 and $25,000 , respectively, in respect of directors fees. As of March 31, 2017 , and March 31, 2016 the balance due to Riccardo Dalla Fevera was $0 and $43,750 , respectively. James Mervis James Mervis was a Director of Arna Therpeutics Limited and is a current Director of Rasna Therapeutics Inc. During the year ended March 31, 2017 and 2016 , James Mervis charged the Company $12,500 and $25,000 , respectively, in respect of directors fees, travel and reimbursement of professional fees. As of March 31, 2017 , and March 31, 2016 the balance due to James Mervis was $0 and $31,250 respectively. Gabriele Cerrone Gabriele Cerrone was a Director of Arna Therpeutics Limited. During the year ended March 31, 2017 and 2016 , Gabriele Cerrone charged the Company $50,000 , and $100,000 , respectively, in respect of consultancy fees. As of March 31, 2017 , and March 31, 2016 , the balance due to Gabriele Cerrone was $175,000 and $125,000 , respectively. Roberto Pellicceri Roberto Pellicceri was a Director of Arna Therpeutics Limited. and sole shareholder of TES Pharma Srl. During the year ended March 31, 2017 and 2016 , Roberto Pellicceri charged the Company $50,000 and $100,000 respectively, in respect of consultancy fees. As of March 31, 2017 , and March 31, 2016 , the balance due to Roberto Pellicceri was $175,000 and $125,000 , respectively. Tiziana Life Sciences PLC As at March 31, 2017, the Company owed $103,672 to Tiziana Life Sciences PLC,a Company of which Kunwar Shailubhai, and Riccardo Dalla Favera were also common directors with. This was in respect of a Shared Services agreement whereby the Company is charged for shared services such as the payroll and rent, see Note 13 for more details . Tiziana Life Sciences PLC was owed $65,000 by the Company in respect of payments made on behalf of the Company. 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. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2016 EQUITY INCENTIVE PLAN On July 19, 2016, the Company adopted its 2016 Equity Incentive Plan (the "Equity Incentive Plan"). The plan was established to attract, motivate, retain and reward selected employees and other eligible persons. For the Equity Incentive Plan, employees, officers, directors and consultants who provide services to the Company or one of the Company’s subsidiaries may be selected to receive awards. A total of 9,750,000 shares of the Company’s common stock was authorized for issuance with respect to awards granted under the Equity Incentive Plan. During the year ended March 31, 2017 , an aggregate of 1,500,000 shares were granted under the Equity Incentive Plan. The fair values of stock option grants during the year ended March 31, 2017 were calculated on the date of the grant using the Black-Scholes option pricing model. Compensation expense is recognized over the period of service, generally the vesting period. During the year ended March 31, 2017 , 1,500,000 options were granted by the Company. No stock options were granted in the year ended March 31, 2016 . The following assumptions were used in the Black-Scholes options pricing model to estimate the fair value of stock options for the year ended March 31, 2017 : Directors and Employees – Vesting period Non – Employees – Vesting Period Immediate 1 Year 2 Years 3 Years Immediate 1 Year 2 Years 3 Years Stock Price $1.495-$1.55 $1.495-$1.55 $1.495-$1.55 $1.495-$1.55 $1.495 $1.495-$1.85 $1.495-$1.85 $1.495-$1.85 Expected life (years) 5 5.5 5.75 6 5 5.5 5.75 6 Expected volatility 85-89% 85-89% 85-89% 85-89% 85-89% 85-89% 85-89% 85-89% Expected dividend yield —% —% —% —% —% —% —% —% Risk-free interest rate 0.91% 0.91% 0.91% 0.91% - 1.57% 1.57% 1.57% 1.57% 1.57% The input assumptions used are as follows: Discount rate —Based on the daily yield curve rates for U.S. Treasury obligations with maturities which correspond to the expected term of the Company’s stock options. Dividend yield —The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Expected volatility —Based on the historical volatility of seven different comparable Companys’ stock. Expected term —The Company has had minimal stock options exercised since inception. The expected option term represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment , (“SAB No. 107”), which averages an award’s weighted-average vesting period and expected term for “plain vanilla” share options. Under SAB No. 107, options are considered to be “plain vanilla” if they have the following basic characteristics: (i) granted “at-the-money”; (ii) exercisability is conditioned upon service through the vesting date; (iii) termination of service prior to vesting results in forfeiture; (iv) limited exercise period following termination of service; and (v) options are non-transferable and non-hedgeable. The Company will continue to use the simplified method for the expected term until it has the historical data necessary to provide a reasonable estimate of expected life in accordance with SAB No. 107, as amended by SAB No. 110. For the expected term, the Company has “plain-vanilla” stock options, and therefore used a simple average of the vesting period and the contractual term for options granted subsequent to January 1, 2006 as permitted by SAB No. 107. Forfeitures —ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has estimated zero forfeiture. The following table summarizes stock option activity for the year ended March 31, 2017 : Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at March 31, 2016 1,662,375 0.20 7.32 Granted 1,500,000 0.40 Exercised — — Forfeited and Expired — — Outstanding balance at March 31, 2017 3,162,375 0.29 8.09 $ 5,975,874 Options exercisable at March 31, 2017 1,629,825 0.24 7.29 $ 3,162,350 The weighted-average grant-date fair value of options granted to employees during the year ended March 31, 2017 was $1.33 per share. There were no options exercised during the year ended March 31, 2017 or 2016 . As of March 31, 2017 , there was approximately $1,076,368 of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 2.5 years . The charge related to share based compensation to directors and non employees is included within the Consultancy fees third parties expense category in the consolidated financial statements. |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Mar. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The Company’s consolidated results of operations are shown below: Fourth Quarter Third Quarter Second Quarter First Quarter Fiscal year ended March 31, 2017 Total revenues $ — $ — $ — $ — Costs of revenues — — — — Gross profit — — — — Operating expenses 990,202 1,377,545 1,836,946 329,834 Loss from operations (990,202 ) (1,377,545 ) (1,836,946 ) (329,834 ) Other income (expense) 42,274 21,461 34,400 2,661 Income tax provision — — — — Net (loss) income $ (947,928 ) $ (1,356,084 ) $ (1,802,546 ) $ (327,173 ) Earnings per share - Basic and diluted (0.01 ) (0.02 ) (0.03 ) (0.01 ) Fourth Quarter Third Quarter Second Quarter First Quarter Fiscal year ended March 31, 2016 Total revenues $ — $ — $ — $ — Costs of revenues — — — — Gross profit — — — — Operating expenses 213,041 140,746 117,343 106,976 Loss from operations (213,041 ) (140,746 ) (117,343 ) (106,976 ) Other income (expense) — — — — Income tax provision — — — — Net (loss) income $ (213,041 ) $ (140,746 ) $ (117,343 ) $ (106,976 ) Earnings per share - Basic and diluted 0.00 0.00 0.00 0.00 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of Income/(loss) before income taxes consisted of the following: March 31, 2017 US $ (2,913,073 ) Foreign (1,520,659 ) Total $ (4,433,732 ) As of March 31, 2017 , the Company is expected to have net operating loss carryforwards of $2 million for federal tax purposes, which will expire in 2037. Income tax expenses attributable to income for continuing operations consists of: March 31, 2017 Federal: Current — Deferred (791,171 ) Foreign: Current — Deferred 421,925 State and local: Current — Deferred (258,265 ) Change in valuation allowance 627,511 Income tax provision/(benefit) — Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of the asset and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that gave rise to the deferred tax assets and liabilities are as follows: March 31, 2017 Deferred tax assets: Stock Compensation 224,984 Net operating losses 823,898 Fixed assets 554 1,049,436 Total gross deferred tax asset 1,049,436 Less: valuation allowance (1,049,436 ) Net deferred tax asset — In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. Based upon the above criteria, the Company believes that it is more likely than not that the remaining net deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance of approximately $1.0 million against the deferred tax asset that is not realizable. The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. The Company accrued no penalties and interest during the year ended March 31, 2017 , and as of March 31, 2017 has not recognized any penalties and interest. A reconciliation of the statutory Federal Income tax rate and effective tax rate of the provision for income taxes is as follows: March 31, 2017 Federal statutory rate 34 % Permanent items (3.68 )% Foreign rate differential (4.11 )% Write off UK non operating losses due to liquidation (15.82 )% State taxes 3.69 % Increase in valuation allowance (14.2 )% Other 0.12 % Effective income tax rate — % The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of March 31, 2017 , open years related to the Federal jurisdiction are fiscal years ending 2016, 2015 and 2014. Open years related to the foreign jurisdiction are 2015 and 2014. The Company has no open tax audits for the returns that were filed, with any tax authority as of March 31, 2017 . Accordingly, there were no material uncertain tax positions in any of the jurisdictions that the Company operated in. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Research Agreements Arna Therapeutics Limited previously entered into a research agreement with TES Pharma SRL to collaborate on a research program to discover and optimize compounds for the diagnosis or treatment of Acute Myloid Leukemia. On the May 3, 2016, the existing agreement was novated from Arna Therapeutics Limited to Rasna Therapeutics Inc and the Company entered in an amendment into the research agreement whereby work on the original research plan was to continue inconsideration for EUR 500,000 for one year through to May 2017. As of March 31, 2017, the Company had incurred approximately $341,000 of research and development expenses related to this agreement. In February 2017, the Company entered into a research agreement with Ascendia Pharmaceutical to conduct feasibility studies into a formulation for Actinomycin D. Under the agreement, the Company is committed to pay $200,000 for services provided over a period of 4 months to June 2017. In February 2017, the Company entered into a research agreement with Particle Sciences Inc to carry out formulation development for Actinomycin D. Under the agreement, the Company is committed to pay $105,800 for services provided over a period of 3 months to May 2017. License Agreements In November 2016, the Company entered into a license agreement with Profs. Falini and Martellii, wherein it obtained the exclusive rights related to the use or reformulation of Actinomycin D and intends to utilize these rights for the development of new product. In connection with this agreement, the Company is committed to paying milestone payments, the first being a EUR 50,000 payment to be paid 6 months after the agreement was signed. The specific timing of the remaining milestones cannot be predicted and depend upon research and clinical developments. Lease Agreements In January 2017, the Company entered into a lease agreement with Bucks County Biotechnology Centre Inc in Doylestown Pennsylvania, where certain employees of the Company are based. The lease provides for annual basic lease payments from February 1, 2017 to January 31, 2018 of $13,480 , plus and utility expense estimate of $237 per month. Employment and Consultancy Agreements Rasna Therapeutics Ltd entered into a consultancy agreement with James Tripp in which he agreed to consult on clinical operations for a fee of $10,000 per calendar quarter. Mr. Tripp is also eligible to earn a target cash bonus of up to $10,000 per calendar year based on meeting certain performance objectives and bonus criteria. In September 2016, the board of Directors awarded Mr Tripp 125,000 options to vest over a 3 year period, with an exercise price of $0.40 . 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. In September 2016, the board of Directors awarded Mr Lazzaretti 100,000 options to vest over a 3 year period. An additional 200,000 options with a 3 year vesting period, were also awarded in November 2016. The options under both awards have an exercise price of $0.40 . The Company has entered a number of employment agreements commencing in January 2017. These appointments relate to clinical and non clinical employees, and are reviewable on an annual basis. The Company's committed to paying $278,500 for the period to December 2017. Shares 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 Lexingtom Avenue premises, on a monthly basis based on allocated costs incurred. This agreement is effective from January 1, 2017. At March 31, 2017, $103,672 is due to Tiziana Life Sciences PLC. Other Commitments The Company has entered into certain licensing agreements for products currently under development. The Company may be obligated in future periods to make additional payments, which would become due and payable only upon the achievement of certain research and development, regulatory, and approval milestones. The specific timing of such milestones cannot be predicted and depend upon future discretionary research and clinical developments, as well as, regulatory agency actions. Further, under the terms of certain agreements the Company may be obligated to pay commercial milestones contingent upon the realization of sales revenues and sublicense revenues. Due to the long range nature of such commercial milestones, they are neither probable at this time nor predictable, and consequently are not considered contingent milestone payment amounts. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On April 14, 2017 , Kunwar Shailubhai, Ph.D., M.B.A. was appointed Chief Executive Officer of the Company. In connection with his appointment, Dr. Shailubhai was granted incentive stock options to purchase 1,700,000 shares of common stock at $0.85 per share. 425,000 of such stock options vest on each of the 1st, 2nd, 3rd and 4 th anniversary of the date of grant. As of April 14, 2017, James Tripp, formerly acting Chief Executive Officer of the Company, was appointed Chief Operating Officer of the Company. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of preparation | Basis of preparation These consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (“SEC”) and United States generally accepted accounting principles (“GAAP”) for annual reporting. In the opinion of management, the accompanying consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial information. |
Principles of Consolidation | Principles of Consolidation In accordance with ASC 810, Consolidation, the Company consolidates any entity in which it has a controlling financial interest. Further, the Company consolidates any variable interest entity that it is deemed to be the primary beneficiary of, and have the power to direct its significant activities. Upon review of the relationship between Rasna Therapeutics Limited (“Rasna UK”) and Rasna Inc., Management noted that equity investment in Rasna UK is not sufficient to fund its operations. Accordingly, Rasna Inc. is considered to be the primary beneficiary of the assets held within Rasna UK, which primarily consist of cash received from Rasna Inc. to fund its operations, and has power to direct its significant activities. As a result, Rasna Inc. consolidates this variable interest entity. The consolidated financial statements include the financial statements of the Company and its subsidiary, Arna Therapeutics Limited as well as the operations of Rasna Inc. for the period from May 17, 2016 through December 31, 2016. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. |
Business Combinations | Business Combinations Management accounts for business combinations under the provisions of Accounting Standards Codification ("ASC") Topic 805-10, Business Combinations ("ASC 805-10"), 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. The amounts reflected within the Note 3 - Acquisitions are the results of the final valuation report of the purchase price allocation. |
Liquidity | 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 two years, and as at March 31, 2017 , had an accumulated deficit of $9,257,780 , a net loss for the for the year ended March 31, 2017 of $4,433,732 and net cash used in operating activities of $2,963,858 . We expect to continue to incur net losses and have significant cash outflows for at least the next twelve months. The Company has sufficient funds to continue operating until the end of the second fiscal quarter of 2019, but will require significant additional cash resources to launch new development phases of existing products in its pipeline. 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.The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company's cost structure. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its estimates on an ongoing basis, including those related to the fair values of stock based awards, income taxes and contingent liabilities, among others. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates and such differences could be material to the consolidated financial position and results of operations. |
Fair Value | Fair Value The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities, approximate fair value because of the short-term nature of such financial instruments. Management measures certain other assets at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of related party receivables. Deposits held with banks, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand and bear minimal risk. Management believes that the institutions that hold our instruments are financially sound and are subject to minimal credit risk. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consists of cash on deposit with banks with an original maturity of three months or less. From time to time, the Company’s balances in its bank accounts exceed Federal Deposit Insurance Corporation limits. The Company will periodically evaluate the risk of exceeding insured levels and might transfer funds if it deems appropriate. The Company has not experienced any losses with regards to balances in excess of insured limits or as a result of other concentrations of credit risk. |
Prepayments and other receivables | Prepayments and other receivables Prepayments consists of prepaid Directors and Officers liability insurance. |
Property and Equipment | Property and Equipment Expenditures for additions, renewals and improvements are capitalized at cost. Depreciation is computed in a straight line method based on the estimated useful lives of the related assets. The estimated useful lives of the major classes of depreciable assets are 2 to 5 years for equipment and furniture and fixtures. Expenditures for repairs and maintenance are charged to operations as incurred. The Company periodically evaluates whether current events or circumstances indicate that the carrying life of the depreciable assets may not be recoverable. |
Goodwill and Intangible assets | Goodwill and Intangible assets Intangible assets are made up of in-process research and development, (“IPR&D”) and certain intellectual property (“IP”). The balance of IPR&D represents IPR&D acquired in 2013, which, at the time, was determined to have alternative future uses. IPR&D assets also represent the fair value assigned to acquired technologies in a business combination, which at the time of the business combination have not reached technological feasibility and have no alternative future use. IP assets represent the fair value assigned to technologies, which at the time of acquisition have reached technological feasibility, however, have not yet been put into service. Intangible assets are considered to have an indefinite useful life until the completion or abandonment of the associated research and development projects. Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. Goodwill is assessed for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the asset might be impaired. An impairment charge is recognized only when the implied fair value of the Company’s reporting unit’s goodwill is less than its carrying amount. Management evaluates indefinite life intangible assets for impairment on an annual basis and on an interim basis if events or changes in circumstances between annual impairment tests indicate that the asset might be impaired. The ongoing evaluation for impairment of its indefinite life intangible assets requires significant management estimates and judgment. Management reviews definite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Risks And Uncertainties | Risks and Uncertainties The Company intends to operate in an industry that is subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks associated with an early stage company, including the potential risk of business failure. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2017 presentation. These reclassifications have no impact on the previously reported net loss. |
Research and development | Research and development Expenditure on research and development is charged to the statements of operations in the year in which it is incurred with the exception of expenditures incurred in respect of the development of major new products where the outcome of those projects is assessed as being reasonably certain in regards to viability and technical feasibility. Such expenditure is capitalized and amortized straight line over the estimated period of sale for each product, commencing in the year that sales of the product are first made. To date, the Company has not capitalized any such expenditures other than certain IPR&D & IP recorded in connection with certain acquisition or equity transactions. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. A valuation allowance may be established to reduce deferred tax assets to the amount that management believes is more likely than not to be realized. Due to inherent complexities arising from the nature of the business, future changes in income tax law and variances between actual and anticipated operating results, management makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. The Company recognizes in the financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. |
Foreign Currency | Foreign Currency Items included in the financial statements are measured using their functional currency, being the currency of the primary economic environment in which the company operates. The financial statements are presented in United States Dollar (“USD”), which is the company’s functional and presentational currency. Foreign currency transactions are translated using the rate of exchange applicable at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-translation at the year-end of monetary assets and liabilities denominated in foreign currencies are recognized in the statements of operations. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. |
Warrants | The Company had determined that the service inception date preceded the grant date, and accordingly, recorded a liability to issue warrants in the Company as of the date that the equity was issued, with an offset charge to additional paid-in capital as these are offering costs. The liability to issue warrants was marked to market each period until the grant date, at which point the Company determined that in accordance with ASC 815-40-25-7, the warrants should be classified in stockholder’s equity. See Note 6 for additional information. |
Equity-based Payments | Equity-Based Payments ASC Topic 718 “Compensation-Stock Compensation” requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. The Company accounts for shares of common stock, stock options and warrants issued to employees based on the fair value of the stock, stock option or warrant, if that value is more reliably measurable than the fair value of the consideration or services received. The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505-50 “Equity -Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Accordingly the fair value of these options is being “marked to market” quarterly until the measurement date is determined. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-9 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-9”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-9 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and disclosures. On August 26, 2016, the FASB issued Accounting Standards Update (ASU) 2016-15, Classification of Certain Cash Receipts and Cash Payments, seeking to eliminate diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under FASB Accounting Standards Codification (FASB ASC) 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in ASU 2016-15 should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). ASU 2016-18 requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement cash flows. The new standard is expected to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the effects of ASU 2016-18 on its consolidated financial statements. In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements, which includes numerous technical corrections and clarifications to GAAP that are designed to remove inconsistencies in the board’s accounting guidance. Several provisions in this accounting guidance are effective immediately which did not have an impact on the Company’s consolidated financial statements. Additional provisions in this accounting guidance are effective for the Company in annual financial reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact that the adoption of the additional provisions in this accounting guidance may have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual financial reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of adopting this guidance. 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 good will allocated to the reporting unit. The guidance is effective for annual and interim goodwill impairment tests performed for periods beginning after December 15, 2019 with early adoption permitted in January 2017.The Company is currently evaluating the impact of adopting this guidance. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table sets forth potential common shares issuable upon the exercise of outstanding options and the exercise of warrants, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: March 31, 2017 March 31, 2016 Stock options 3,162,375 1,662,375 Warrants 1,440,501 — Total shares issuable upon exercise or conversion 4,602,876 1,662,375 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following is the computation of net loss per share for the following periods: For the Year Ended March 31, 2017 2016 Net loss for the period $ (4,433,732 ) $ (578,106 ) Weighted average number of shares 60,816,068 35,650,289 Net loss per share (basic and diluted) $ (0.07 ) $ (0.02 ) |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Preliminary Purchase Price Allocation | The Company’s allocation of the purchase price in connection with the acquisition was calculated as follows: Balance as of May 17, 2016 Share consideration transferred $ 7,675,000 Forgiveness of receivable 607,159 Consideration transferred $ 8,282,159 Less: Fair value of assets acquired Cash and cash equivalents (5,116,609 ) Other receivables (14,187 ) Prepayment (66,856 ) Related party receivables (20,412 ) Intellectual property (236,269 ) In-Process research and development (613,100 ) Plus: Liabilities assumed Accounts payable and accrued expenses 492,603 Related party payables 15,656 Goodwill $ 2,722,985 |
Supplemental Unaudited Proforma Information | The following supplemental unaudited proforma information presents the Company's financial results as if the business combination had occurred on April 1, 2015: Year Ended March 31, 2017 2016 Total Revenues, net $ — $ — Net Loss (4,693,223 ) (2,080,061 ) Basic and diluted net loss per share $ (0.08 ) $ (1.05 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | The following table summarizes the Company’s goodwill for the periods indicated resulting from the acquisitions by the Company: Goodwill Balance at March 31, 2016 $ — Acquisition of Rasna and its subsidiaries 2,722,985 Balance at March 31, 2017 $ 2,722,985 |
Intangible Assets | The following table summarizes the Company’s intangible assets as of the following periods: March 31, 2017 Estimated Gross Additions Accumulated Net Book In-process research and development Indefinite $ 1,300,000 $ 613,100 $ — $ 1,913,100 Intellectual Property Indefinite — 236,269 — 236,269 $ 1,300,000 $ 849,369 $ — $ 2,149,369 March 31, 2016 Estimated Gross Useful Carrying Accumulated Net Book Life Amount Additions Amortization Value In-process research and development Indefinite $ 1,300,000 $ — $ — $ 1,300,000 $ 1,300,000 $ — $ — $ 1,300,000 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | March 31, 2017 Estimated Useful Life Gross carrying amount Accumulated depreciation Net book value Office Equipment 3 years $10,493 $3,463 $7,030 |
ACCOUNTS PAYABLE AND ACCRUED 28
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | The following table summarizes the Company’s accounts payable and accrued expenses as of the following periods: March 31, 2017 March 31, 2016 Accounts payable $ 548,514 $ — Accrued expenses 354,488 78,227 $ 903,002 $ 78,227 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Fair Value of Warrants | The fair value of the warrants at February 28, 2017 was $2,914,884 based on the following inputs and assumptions using the Black Scholes Model: April 10, 2016 February 28, 2017 Warrants to be issued and Issued respectively 1,440,501 1,440,501 Exercise Price $0.40 $0.37 Stock Price $0.40 $2.10 Expected Term (Years) 10 10 Volatility % 104% 105% Discount Rate - Bond Equivalent Yield 1.93% 2.55% Dividend Yield —% —% |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions Used in Black-Scholes Options Pricing Model | The following assumptions were used in the Black-Scholes options pricing model to estimate the fair value of stock options for the year ended March 31, 2017 : Directors and Employees – Vesting period Non – Employees – Vesting Period Immediate 1 Year 2 Years 3 Years Immediate 1 Year 2 Years 3 Years Stock Price $1.495-$1.55 $1.495-$1.55 $1.495-$1.55 $1.495-$1.55 $1.495 $1.495-$1.85 $1.495-$1.85 $1.495-$1.85 Expected life (years) 5 5.5 5.75 6 5 5.5 5.75 6 Expected volatility 85-89% 85-89% 85-89% 85-89% 85-89% 85-89% 85-89% 85-89% Expected dividend yield —% —% —% —% —% —% —% —% Risk-free interest rate 0.91% 0.91% 0.91% 0.91% - 1.57% 1.57% 1.57% 1.57% 1.57% |
Stock Option Activity | The following table summarizes stock option activity for the year ended March 31, 2017 : Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding balance at March 31, 2016 1,662,375 0.20 7.32 Granted 1,500,000 0.40 Exercised — — Forfeited and Expired — — Outstanding balance at March 31, 2017 3,162,375 0.29 8.09 $ 5,975,874 Options exercisable at March 31, 2017 1,629,825 0.24 7.29 $ 3,162,350 |
QUARTERLY FINANCIAL INFORMATI31
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Consolidated Results of Operations | The Company’s consolidated results of operations are shown below: Fourth Quarter Third Quarter Second Quarter First Quarter Fiscal year ended March 31, 2017 Total revenues $ — $ — $ — $ — Costs of revenues — — — — Gross profit — — — — Operating expenses 990,202 1,377,545 1,836,946 329,834 Loss from operations (990,202 ) (1,377,545 ) (1,836,946 ) (329,834 ) Other income (expense) 42,274 21,461 34,400 2,661 Income tax provision — — — — Net (loss) income $ (947,928 ) $ (1,356,084 ) $ (1,802,546 ) $ (327,173 ) Earnings per share - Basic and diluted (0.01 ) (0.02 ) (0.03 ) (0.01 ) Fourth Quarter Third Quarter Second Quarter First Quarter Fiscal year ended March 31, 2016 Total revenues $ — $ — $ — $ — Costs of revenues — — — — Gross profit — — — — Operating expenses 213,041 140,746 117,343 106,976 Loss from operations (213,041 ) (140,746 ) (117,343 ) (106,976 ) Other income (expense) — — — — Income tax provision — — — — Net (loss) income $ (213,041 ) $ (140,746 ) $ (117,343 ) $ (106,976 ) Earnings per share - Basic and diluted 0.00 0.00 0.00 0.00 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of Income/(loss) before income taxes | The components of Income/(loss) before income taxes consisted of the following: March 31, 2017 US $ (2,913,073 ) Foreign (1,520,659 ) Total $ (4,433,732 ) |
Income Tax Expenses Attributable to Income | Income tax expenses attributable to income for continuing operations consists of: March 31, 2017 Federal: Current — Deferred (791,171 ) Foreign: Current — Deferred 421,925 State and local: Current — Deferred (258,265 ) Change in valuation allowance 627,511 Income tax provision/(benefit) — |
Deferred Tax Assets and Liabilities | The temporary differences that gave rise to the deferred tax assets and liabilities are as follows: March 31, 2017 Deferred tax assets: Stock Compensation 224,984 Net operating losses 823,898 Fixed assets 554 1,049,436 Total gross deferred tax asset 1,049,436 Less: valuation allowance (1,049,436 ) Net deferred tax asset — |
Reconciliation of Statutory Federal Income Tax Rate and Effective Tax Rate of the Provision for Income Taxes | A reconciliation of the statutory Federal Income tax rate and effective tax rate of the provision for income taxes is as follows: March 31, 2017 Federal statutory rate 34 % Permanent items (3.68 )% Foreign rate differential (4.11 )% Write off UK non operating losses due to liquidation (15.82 )% State taxes 3.69 % Increase in valuation allowance (14.2 )% Other 0.12 % Effective income tax rate — % |
GENERAL INFORMATION (Details)
GENERAL INFORMATION (Details) | 12 Months Ended | |
Mar. 31, 2017segment | May 16, 2016subsidiary | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Number of subsidiaries | subsidiary | 1 | |
Arna Therapeutics Limited [Member] | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Number of segments | segment | 1 |
ACCOUNTING POLICIES - Narrativ
ACCOUNTING POLICIES - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Apr. 10, 2016 | |
Accounting Policies [Line Items] | ||||
Period in loss position | 2 years | |||
Accumulated deficit | $ (9,257,780) | $ (4,824,048) | ||
Net loss | (4,433,732) | (578,106) | ||
Net cash used in operating activities | (2,963,858) | 0 | ||
Impairment charge | $ 0 | $ 0 | ||
Exercise price of warrants (in dollars per share) | $ 0.37 | $ 0.40 | ||
Placement Agent [Member] | ||||
Accounting Policies [Line Items] | ||||
Warrant term | 10 years | |||
Number of shares called by warrant (in shares) | 1,440,501 | |||
Exercise price of warrants (in dollars per share) | $ 0.37 | |||
Minimum [Member] | ||||
Accounting Policies [Line Items] | ||||
Estimated useful lives | 2 years | |||
Maximum [Member] | ||||
Accounting Policies [Line Items] | ||||
Estimated useful lives | 5 years |
ACCOUNTING POLICIES - Antidilu
ACCOUNTING POLICIES - Antidilutive Shares (Details) - shares | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Line Items] | ||
Total shares issuable upon exercise or conversion | 4,602,876 | 1,662,375 |
Warrant [Member] | ||
Income Tax Disclosure [Line Items] | ||
Total shares issuable upon exercise or conversion | 1,440,501 | 0 |
Stock Options [Member] | ||
Income Tax Disclosure [Line Items] | ||
Total shares issuable upon exercise or conversion | 3,162,375 | 1,662,375 |
ACCOUNTING POLICIES - Net loss
ACCOUNTING POLICIES - Net loss per share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||||||||||
Net loss for the period | $ (947,928) | $ (1,356,084) | $ (1,802,546) | $ (327,173) | $ (213,041) | $ (140,746) | $ (117,343) | $ (106,976) | $ (4,433,732) | $ (578,106) |
Weighted average number of shares (in shares) | 60,816,068 | 35,650,289 | ||||||||
Net loss per share (basic and diluted) (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.03) | $ (0.01) | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.07) | $ (0.02) |
ACQUISITIONS - Narrative (Deta
ACQUISITIONS - Narrative (Details) | Aug. 15, 2016shares | May 17, 2016USD ($)shareholder$ / sharesshares | Mar. 31, 2017USD ($)shares | Mar. 31, 2016shares | Mar. 31, 2015 | May 05, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Related party receivable forgiven | $ | $ 607,159 | |||||
Cancellation of shares (in shares) | 1,500,000 | 1,500,000 | ||||
Shares issued in exchange (in shares) | 0.33 | 0.3333 | 0.33 | 0.33 | 0.33 | |
Shares issued (in shares) | 3,305,000 | |||||
Number of legacy shareholders with canceled shares following Merger | shareholder | 1 | |||||
Reverse stock split | 3.25 for 1 | |||||
Conversion ratio | 3.25 | 3.25 | 3.25 | 3.25 | 3.25 | |
Share outstanding (in shares) | 64,679,798 | 68,046,465 | 35,650,289 | |||
Arna Therapeutics Limited [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Voting interests acquired (as percent) | 65.00% | |||||
Share price (in dollars per share) | $ / shares | $ 0.40 | |||||
Stock issued (in shares) | 54,837,790 | |||||
Consideration transferred | $ | $ 7,675,000 | |||||
Shares issued (in shares) | 19,187,500 | |||||
Rasna, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ | $ 8,282,159 | |||||
Rasna, Inc. [Member] | In-process research and development [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquired indefinite-lived assets | $ | $ 613,100 | |||||
Rasna Therapeutics Inc [Member] | Post Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Shares cancelled as result of split-off (in shares) | 1,500,000 | |||||
Share outstanding (in shares) | 19,901,471 | |||||
Active With Me, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Transaction costs in connection with acquisition | $ | $ 170,000 | |||||
Falconridge Holdings Limited [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Notes payable | $ | $ 236,269 |
ACQUISITIONS - Allocation of P
ACQUISITIONS - Allocation of Purchase Price (Details) - USD ($) | May 17, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Plus: Liabilities assumed | |||
Goodwill | $ 2,722,985 | $ 0 | |
Rasna, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Share consideration transferred | $ 7,675,000 | ||
Forgiveness of receivable | 607,159 | ||
Consideration transferred | 8,282,159 | ||
Less: Fair value of assets acquired | |||
Cash and cash equivalents | (5,116,609) | ||
Other receivables | (14,187) | ||
Prepayment | (66,856) | ||
Related party receivables | (20,412) | ||
Plus: Liabilities assumed | |||
Accounts payable and accrued expenses | 492,603 | ||
Related party payables | 15,656 | ||
Goodwill | 2,722,985 | ||
Rasna, Inc. [Member] | Intellectual property [Member] | |||
Less: Fair value of assets acquired | |||
Acquired indefinite-lived assets | (236,269) | ||
Rasna, Inc. [Member] | In-process research and development [Member] | |||
Less: Fair value of assets acquired | |||
Acquired indefinite-lived assets | $ (613,100) |
ACQUISITIONS - Proforma Inform
ACQUISITIONS - Proforma Information (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||
Total Revenues, net | $ 0 | $ 0 |
Net Loss | $ (4,693,223) | $ (2,080,061) |
Basic and diluted net loss per share (in dollars per share) | $ (0.08) | $ (1.05) |
GOODWILL AND INTANGIBLE ASSET40
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) | Dec. 17, 2013USD ($)$ / sharesshares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | May 17, 2016EUR (€) | May 17, 2016USD ($)$ / shares | Jan. 01, 2015EUR (€) |
Indefinite-lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 2,722,985 | $ 0 | |||||
Goodwill impairment | 0 | 0 | $ 0 | ||||
Share price (in dollars per share) | $ / shares | $ 0.40 | ||||||
Indefinite-lived intangible asset acquired | 849,369 | 0 | |||||
Impairment charge | 0 | 0 | |||||
Intellectual property [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Indefinite-lived intangible asset acquired | 236,269 | ||||||
In-process research and development [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Share price (in dollars per share) | $ / shares | $ 0.28 | ||||||
Exchange price (in dollars per share) | $ / shares | $ 0.13 | ||||||
Indefinite-lived intangible asset acquired | $ 1,300,000 | $ 613,100 | $ 0 | ||||
In-process research and development [Member] | Rasna, Inc. [Member] | Clinical Research Organization [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Acquired indefinite-lived assets | € | € 100,002 | ||||||
In-process research and development [Member] | Rasna, Inc. [Member] | Amended license agreement [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Acquired indefinite-lived assets | € | € 435,000 | ||||||
Eurema Consulting S.r.l. [Member] | In-process research and development [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Shares issued in purchase of asset (in shares) | shares | 5,000,000 | ||||||
TES Pharma S.r.l. [Member] | In-process research and development [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Shares issued in purchase of asset (in shares) | shares | 5,000,000 | ||||||
Rasna, Inc. [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 2,722,985 | ||||||
Rasna, Inc. [Member] | Intellectual property [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Acquired indefinite-lived assets | 236,269 | ||||||
Rasna, Inc. [Member] | In-process research and development [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Acquired indefinite-lived assets | $ 613,100 |
GOODWILL AND INTANGIBLE ASSET41
GOODWILL AND INTANGIBLE ASSETS - Goodwill Rollforward (Details) | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance at March 31, 2016 | $ 0 |
Acquisition of Rasna and its subsidiaries | 2,722,985 |
Balance at March 31, 2017 | $ 2,722,985 |
GOODWILL AND INTANGIBLE ASSET42
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) | Dec. 17, 2013 | Mar. 31, 2017 | Mar. 31, 2016 |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Gross Carrying Amount | $ 1,300,000 | $ 1,300,000 | |
Additions | 849,369 | 0 | |
Accumulated Amortization | 0 | 0 | |
Net Book Value | 2,149,369 | 1,300,000 | |
In-process research and development [Member] | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Gross Carrying Amount | 1,300,000 | 1,300,000 | |
Additions | $ 1,300,000 | 613,100 | 0 |
Accumulated Amortization | 0 | 0 | |
Net Book Value | 1,913,100 | 1,300,000 | |
Intellectual property [Member] | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Gross Carrying Amount | 0 | ||
Additions | 236,269 | ||
Accumulated Amortization | 0 | ||
Net Book Value | $ 236,269 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT43
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 3,463 | $ 0 |
Net book value | 7,030 | $ 0 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Additions | $ 10,493 | |
Estimated Useful Life | 3 years | |
Gross carrying amount | $ 10,493 | |
Depreciation | 3,463 | |
Net book value | $ 7,030 |
ACCOUNTS PAYABLE AND ACCRUED 44
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 548,514 | $ 0 |
Accrued expenses | 354,488 | 78,227 |
Accounts payable and accrued expenses | $ 903,002 | $ 78,227 |
ACCOUNTS PAYABLE AND ACCRUED 45
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Narrative (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accrued expenses | $ 354,488 | $ 78,227 |
Accrued legal, accounting and professional fees | 136,080 | |
Tiziana Life Sciences PLC [Member] | ||
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accrued expenses | 103,672 | |
Vendors for Research and Development Expenses [Member] | ||
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accrued expenses | $ 114,736 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) | Apr. 10, 2016USD ($) | Mar. 31, 2017USD ($)company | Feb. 28, 2017USD ($) |
Other Liabilities Disclosure [Abstract] | |||
Warrants issued | $ 484,009 | $ 2,914,884 | |
Warrants value | $ 2,914,884 | ||
Number of comparable companies | company | 7 |
WARRANTS - Fair Value of Warra
WARRANTS - Fair Value of Warrants (Details) - $ / shares | Feb. 28, 2017 | Apr. 10, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Warrants Issued (in shares) | 1,440,501 | 1,440,501 |
Exercise Price (in dollars per share) | $ 0.37 | $ 0.40 |
Stock Price (in dollars per share) | $ 2.10 | $ 0.40 |
Expected Term (Years) | 10 years | 10 years |
Volatility % (as percent) | 105.00% | 104.00% |
Discount Rate - Bond Equivalent Yield (as percent) | 2.55% | 1.93% |
Dividend Yield (as percent) | 0.00% | 0.00% |
ISSUANCE OF COMMON STOCK - Nar
ISSUANCE OF COMMON STOCK - Narrative (Details) | Dec. 20, 2016USD ($)$ / sharesshares | Aug. 15, 2016shares | May 17, 2016shareholder$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016$ / sharesshares | Mar. 31, 2015 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Value of stock issued | $ | $ 2,007,500 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.01 | ||||
Shares cancelled pursuant to reverse merger transaction (in shares) | 35,650,289 | |||||
Common stock, shares issued (in shares) | 54,837,789 | 68,046,465 | 35,650,289 | |||
Additional shares issued pursuant to reverse merger (in shares) | 19,187,500 | |||||
Share price (in dollars per share) | $ / shares | $ 0.40 | |||||
Shares issued in exchange (in shares) | 0.33 | 0.3333 | 0.33 | 0.33 | 0.33 | |
Recapitalization (in shares) | 3,305,000 | |||||
Cancellation of shares (in shares) | 1,500,000 | 1,500,000 | ||||
Number of legacy shareholders with canceled shares following Merger | shareholder | 1 | |||||
Conversion ratio | 3.25 | 3.25 | 3.25 | 3.25 | 3.25 | |
Security Purchase Agreement [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Stock issued (in shares) | 3,366,667 | |||||
Value of stock issued | $ | $ 2,007,500 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.60 | |||||
Share price (in dollars per share) | $ / shares | $ 0.60 | |||||
Arna Therapeutics Limited [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Shares issued pursuant to reverse merger transaction (in shares) | 35,650,289 |
- Narrative (Details)
- Narrative (Details) - USD ($) | May 17, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Related Party Transaction [Line Items] | |||
Related party expenses | $ 0 | $ 113,651 | |
Interest charge | 0 | ||
Rasna Therapeutics Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related party | 607,159 | ||
Related party expenses | 113,651 | ||
Related party transaction amount | $ 607,159 | ||
Eurema Consulting S.r.l. [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | 50,000 | 100,000 | |
Balance due to related party | 275,000 | 225,000 | |
Riccardo Dalla Favera [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | 12,500 | 25,000 | |
Balance due to related party | 0 | 43,750 | |
James Mervis [Member] | |||
Related Party Transaction [Line Items] | |||
Balance due to related party | 0 | 31,250 | |
James Mervis [Member] | General and Administrative Expense [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | 12,500 | 25,000 | |
Gabriele Cerrone [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | 50,000 | 100,000 | |
Balance due to related party | 175,000 | 125,000 | |
Roberto Pellicceri [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | 50,000 | 100,000 | |
Balance due to related party | 175,000 | $ 125,000 | |
Tiziana Life Sciences PLC [Member] | |||
Related Party Transaction [Line Items] | |||
Balance due to related party | 103,672 | ||
Tiziana Life Sciences PLC [Member] | Related Party Payments [Member] | |||
Related Party Transaction [Line Items] | |||
Balance due to related party | $ 65,000 |
STOCK-BASED COMPENSATION - Nar
STOCK-BASED COMPENSATION - Narrative (Details) | 12 Months Ended | ||
Mar. 31, 2017USD ($)company$ / sharesshares | Mar. 31, 2016shares | Jul. 19, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 1,500,000 | 0 | |
Number of comparable companies | company | 7 | ||
Weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 1.33 | ||
Number of options exercised (in shares) | 0 | 0 | |
Estimated forfeitures in period (in shares) | 0 | ||
2016 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for issuances (in shares) | 9,750,000 | ||
Options granted (in shares) | 1,500,000 | ||
Total unrecognized compensation costs | $ | $ 1,076,368 | ||
Weighted average period to costs are expected to be recognized over | 2 years 6 months |
STOCK-BASED COMPENSATION - Fai
STOCK-BASED COMPENSATION - Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2017 | Feb. 28, 2017 | Apr. 10, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 2.10 | $ 0.40 | |
Employee [Member] | Immediate [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (years) | 5 years | ||
Expected dividend yield (as percent) | 0.00% | ||
Risk-free interest rate (as percent) | 0.91% | ||
Employee [Member] | Immediate [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.495 | ||
Expected volatility (as percent) | 85.00% | ||
Employee [Member] | Immediate [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.55 | ||
Expected volatility (as percent) | 89.00% | ||
Employee [Member] | 1 Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (years) | 5 years 6 months | ||
Expected dividend yield (as percent) | 0.00% | ||
Risk-free interest rate (as percent) | 0.91% | ||
Employee [Member] | 1 Year [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.495 | ||
Expected volatility (as percent) | 85.00% | ||
Employee [Member] | 1 Year [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.55 | ||
Expected volatility (as percent) | 89.00% | ||
Employee [Member] | 2 Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (years) | 5 years 9 months | ||
Expected dividend yield (as percent) | 0.00% | ||
Risk-free interest rate (as percent) | 0.91% | ||
Employee [Member] | 2 Years [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.495 | ||
Expected volatility (as percent) | 85.00% | ||
Employee [Member] | 2 Years [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.55 | ||
Expected volatility (as percent) | 89.00% | ||
Employee [Member] | 3 Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (years) | 6 years | ||
Expected dividend yield (as percent) | 0.00% | ||
Employee [Member] | 3 Years [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.495 | ||
Expected volatility (as percent) | 85.00% | ||
Risk-free interest rate (as percent) | 0.91% | ||
Employee [Member] | 3 Years [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.55 | ||
Expected volatility (as percent) | 89.00% | ||
Risk-free interest rate (as percent) | 1.57% | ||
Non-Employee [Member] | Immediate [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.495 | ||
Expected life (years) | 5 years | ||
Expected dividend yield (as percent) | 0.00% | ||
Risk-free interest rate (as percent) | 1.57% | ||
Non-Employee [Member] | Immediate [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (as percent) | 85.00% | ||
Non-Employee [Member] | Immediate [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (as percent) | 89.00% | ||
Non-Employee [Member] | 1 Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (years) | 5 years 6 months | ||
Expected dividend yield (as percent) | 0.00% | ||
Risk-free interest rate (as percent) | 1.57% | ||
Non-Employee [Member] | 1 Year [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.495 | ||
Expected volatility (as percent) | 85.00% | ||
Non-Employee [Member] | 1 Year [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.85 | ||
Expected volatility (as percent) | 89.00% | ||
Non-Employee [Member] | 2 Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (years) | 5 years 9 months | ||
Expected dividend yield (as percent) | 0.00% | ||
Risk-free interest rate (as percent) | 1.57% | ||
Non-Employee [Member] | 2 Years [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.495 | ||
Expected volatility (as percent) | 85.00% | ||
Non-Employee [Member] | 2 Years [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.85 | ||
Expected volatility (as percent) | 89.00% | ||
Non-Employee [Member] | 3 Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (years) | 6 years | ||
Expected dividend yield (as percent) | 0.00% | ||
Risk-free interest rate (as percent) | 1.57% | ||
Non-Employee [Member] | 3 Years [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.495 | ||
Expected volatility (as percent) | 85.00% | ||
Non-Employee [Member] | 3 Years [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Price (in dollars per share) | $ 1.85 | ||
Expected volatility (as percent) | 89.00% |
STOCK-BASED COMPENSATION - Sto
STOCK-BASED COMPENSATION - Stock Options (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Options, Outstanding beginning balance (in shares) | 1,662,375 | |
Number of Options, Granted (in shares) | 1,500,000 | 0 |
Number of Options, Exercised (in shares) | 0 | 0 |
Number of Options, Forfeited and Expired (in shares) | 0 | |
Number of Options, Outstanding ending balance (in shares) | 3,162,375 | 1,662,375 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted Average Exercise Price Per Option, Outstanding beginning balance (in dollars per share) | $ 0.20 | |
Weighted Average Exercise Price Per Option, Granted (in dollars per share) | 0.40 | |
Weighted Average Exercise Price Per Option, Exercised (in dollars per share) | 0 | |
Weighted Average Exercise Price Per Option, Forfeited and Expired (in dollars per share) | 0 | |
Weighted Average Exercise Price Per Option, Outstanding ending balance (in dollars per share) | $ 0.29 | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average remaining Contractual Life (years), Outstanding balance | 8 years 1 month 2 days | 7 years 3 months 26 days |
Aggregate Intrinsic Value Outstanding | $ 5,975,874 | |
Number of Options, Options exercisable (in shares) | 1,629,825 | |
Weighted Average Exercise Price Per Option exercisable (in dollars per share) | $ 0.24 | |
Weighted Average remaining Contractual Life (years), Options exercisable | 7 years 3 months 15 days | |
Aggregate Intrinsic Value Options exercisable | $ 3,162,350 |
QUARTERLY FINANCIAL INFORMATI53
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Costs of revenues | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Operating expenses | 990,202 | 1,377,545 | 1,836,946 | 329,834 | 213,041 | 140,746 | 117,343 | 106,976 | 4,534,528 | 578,106 |
Loss from operations | (990,202) | (1,377,545) | (1,836,946) | (329,834) | (213,041) | (140,746) | (117,343) | (106,976) | (4,534,528) | (578,106) |
Other income (expense) | 42,274 | 21,461 | 34,400 | 2,661 | 0 | 0 | 0 | 0 | 100,796 | 0 |
Income tax provision | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Net loss | $ (947,928) | $ (1,356,084) | $ (1,802,546) | $ (327,173) | $ (213,041) | $ (140,746) | $ (117,343) | $ (106,976) | $ (4,433,732) | $ (578,106) |
Basic and diluted loss per share attributable to common shareholders (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.03) | $ (0.01) | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.07) | $ (0.02) |
INCOME TAXES - Components of I
INCOME TAXES - Components of Income(loss) before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
US | $ (2,913,073) | |
Foreign | (1,520,659) | |
Loss from operations before income taxes | $ (4,433,732) | $ (578,106) |
INCOME TAXES - Narrative (Deta
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 2,000,000 | |
Valuation allowance against deferred tax assets | 1,049,436 | |
Unrecognized tax benefits, interest and penalties accrued | 0 | |
Unrecognized tax benefits, interest and penalties recognized | $ 0 | |
Unrecognized tax benefits | $ 0 |
INCOME TAXES - Income Tax Expe
INCOME TAXES - Income Tax Expenses Attributable to Continuing Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | |
Federal: | ||||||||||
Current | $ 0 | |||||||||
Deferred | (791,171) | |||||||||
Foreign: | ||||||||||
Current | 0 | |||||||||
Deferred | 421,925 | |||||||||
State and local: | ||||||||||
Current | 0 | |||||||||
Deferred | (258,265) | |||||||||
Change in valuation allowance | 627,511 | |||||||||
Income tax provision/(benefit) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Taxes (Details) | Mar. 31, 2017USD ($) |
Deferred tax assets: | |
Stock Compensation | $ 224,984 |
Net operating losses | 823,898 |
Fixed assets | 554 |
Total gross deferred tax asset | 1,049,436 |
Less: valuation allowance | (1,049,436) |
Net deferred tax asset | $ 0 |
INCOME TAXES - Federal Income
INCOME TAXES - Federal Income Tax Reconciliation (Details) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Federal statutory rate | 34.00% |
Permanent items | (3.68%) |
Foreign rate differential | (4.11%) |
Write off UK non operating losses due to liquidation | (15.82%) |
State taxes | 3.69% |
Increase in valuation allowance | (14.20%) |
Other | 0.12% |
Effective income tax rate | 0.00% |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | May 03, 2016EUR (€) | Feb. 28, 2017USD ($) | Jan. 31, 2017USD ($) | Nov. 30, 2016EUR (€)$ / sharesshares | Oct. 31, 2016USD ($) | Sep. 30, 2016$ / sharesshares | Oct. 31, 2015USD ($) | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($)shares |
Research and development expense | $ 1,564,353 | $ 0 | |||||||
Options granted (in shares) | shares | 1,500,000 | 0 | |||||||
Exercise price (in dollars per share) | $ / shares | $ 0.40 | ||||||||
Accrued expenses | $ 354,488 | $ 78,227 | |||||||
Chief Financial Officer [Member] | |||||||||
Award vesting period | 3 years | ||||||||
License Agreement [Member] | |||||||||
Agreement term | 6 months | ||||||||
Milestone payment committed | € | € 50,000 | ||||||||
Employment and Consultancy Agreements [Member] | |||||||||
Commitment amount | $ 278,500 | ||||||||
Employment and Consultancy Agreements [Member] | James Tripp [Member] | |||||||||
Cash award granted | $ 10,000 | ||||||||
Professional fees | $ 10,000 | ||||||||
Options granted (in shares) | shares | 125,000 | ||||||||
Award vesting period | 3 years | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.40 | ||||||||
Employment and Consultancy Agreements [Member] | Chief Financial Officer [Member] | |||||||||
Options granted (in shares) | shares | 200,000 | 100,000 | |||||||
Award vesting period | 3 years | ||||||||
Exercise price (in dollars per share) | $ / shares | € 0.40 | ||||||||
Officers' compensation | $ 50,000 | ||||||||
TES Pharma S.r.l. [Member] | Research Agreements [Member] | |||||||||
Commitment amount | € | € 500,000 | ||||||||
Agreement term | 1 year | ||||||||
Research and development expense | 341,000 | ||||||||
Ascendia Pharmaceutical [Member] | Research Agreements [Member] | |||||||||
Commitment amount | $ 200,000 | ||||||||
Agreement term | 4 months | ||||||||
Particle Sciences Inc [Member] | Research Agreements [Member] | |||||||||
Commitment amount | $ 105,800 | ||||||||
Agreement term | 3 months | ||||||||
Bucks County Biotechnology Centre Inc [Member] | Lease Agreements [Member] | |||||||||
Annual basic lease payments | 13,480 | ||||||||
Utilities expense | $ 237 | ||||||||
Tiziana Life Sciences PLC [Member] | |||||||||
Accrued expenses | 103,672 | ||||||||
Tiziana Life Sciences PLC [Member] | Shared Services Agreement [Member] | |||||||||
Accrued expenses | $ 103,672 |
SUBSEQUENT EVENTS - Narrative
SUBSEQUENT EVENTS - Narrative (Details) - $ / shares | Apr. 14, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Event [Line Items] | |||
Options granted (in shares) | 1,500,000 | 0 | |
Exercise price (in dollars per share) | $ 0.40 | ||
Subsequent Event [Member] | Chief Executive Officer [Member] | Stock Options [Member] | |||
Subsequent Event [Line Items] | |||
Options granted (in shares) | 1,700,000 | ||
Exercise price (in dollars per share) | $ 0.85 | ||
Award vesting period | 4 years | ||
Subsequent Event [Member] | Chief Executive Officer [Member] | Stock Options [Member] | 1st anniversary | |||
Subsequent Event [Line Items] | |||
Number of stock options vesting on each anniversary grant date (in shares) | 425,000 | ||
Subsequent Event [Member] | Chief Executive Officer [Member] | Stock Options [Member] | 2nd anniversary | |||
Subsequent Event [Line Items] | |||
Number of stock options vesting on each anniversary grant date (in shares) | 425,000 | ||
Subsequent Event [Member] | Chief Executive Officer [Member] | Stock Options [Member] | 3rd anniversary | |||
Subsequent Event [Line Items] | |||
Number of stock options vesting on each anniversary grant date (in shares) | 425,000 | ||
Subsequent Event [Member] | Chief Executive Officer [Member] | Stock Options [Member] | 4th anniversary | |||
Subsequent Event [Line Items] | |||
Number of stock options vesting on each anniversary grant date (in shares) | 425,000 |