Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-38355 | |
Entity Registrant Name | Nemaura Medical Inc. | |
Entity Central Index Key | 0001602078 | |
Entity Tax Identification Number | 46-5027260 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 57 West 57th Street | |
Entity Address, City or Town | Manhattan | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 646 | |
Local Phone Number | 416-8000 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | NMRD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 23,308,039 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
Current assets: | ||
Cash | $ 31,259,753 | $ 31,865,371 |
Prepaid expenses and other receivables | 1,819,724 | 1,269,513 |
Accounts receivable - related party | 107,788 | 0 |
Inventory | 882,204 | 850,622 |
Total current assets | 34,069,469 | 33,985,506 |
Other assets: | ||
Property and equipment, net of accumulated depreciation | 255,899 | 202,145 |
Intangible assets, net of accumulated amortization | 1,357,299 | 1,055,256 |
Total other assets | 1,613,198 | 1,257,401 |
Total assets | 35,682,667 | 35,242,907 |
Current liabilities: | ||
Accounts payable | 107,796 | 253,694 |
Liability due to related parties | 0 | 148,795 |
Other liabilities and accrued expenses | 543,604 | 180,552 |
Notes payable, current portion | 11,142,795 | 5,733,370 |
Deferred revenue | 628,589 | 103,470 |
Total current liabilities | 12,422,784 | 6,419,881 |
Non-current portion of notes payable | 14,025,742 | 19,188,724 |
Non-current portion of deferred revenue | 1,266,742 | 1,276,130 |
Total non-current liabilities | 15,292,484 | 20,464,854 |
Total liabilities | 27,715,268 | 26,884,735 |
Stockholders’ equity: | ||
Common stock, $0.001 par value, 42,000,000 shares authorized and 23,308,049 and 22,941,157 shares issued and outstanding at June 30, 2021 and March 31, 2021, respectively | 23,308 | 22,941 |
Additional paid-in capital | 35,007,626 | 32,044,335 |
Accumulated deficit | (27,188,396) | (23,844,671) |
Accumulated other comprehensive income | 124,861 | 135,567 |
Total stockholders’ equity | 7,967,399 | 8,358,172 |
Total liabilities and stockholders’ equity | $ 35,682,667 | $ 35,242,907 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 42,000,000 | 42,000,000 |
Common stock, shares issued | 23,308,049 | 22,941,157 |
Common stock, shares outstanding | 23,308,049 | 22,941,157 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||
Revenue: | $ 0 | $ 0 |
Total revenue | 0 | 0 |
Operating expenses: | ||
Research and development | 288,484 | 315,312 |
General and administrative | 1,332,185 | 595,720 |
Total operating expenses | 1,620,669 | 911,032 |
Loss from operations | (1,620,669) | (911,032) |
Interest expense | (1,723,056) | (189,024) |
Net loss | (3,343,725) | (1,100,056) |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustment | (10,706) | 4,823 |
Comprehensive loss | $ (3,354,431) | $ (1,095,233) |
Net loss per share, basic and diluted | $ (0.14) | $ (0.05) |
Weighted average number of shares outstanding | 23,109,897 | 20,879,446 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (3,343,725) | $ (1,100,056) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 36,133 | 20,168 |
Accretion of debt discount | 1,723,056 | 188,579 |
Stock-based compensation | 0 | 59,000 |
Changes in assets and liabilities: | ||
Prepaid expenses and other receivables | (550,211) | 152,438 |
Inventory | (31,583) | (54,085) |
Accounts payable | (145,898) | (103,135) |
Liability due to related parties | (256,583) | (284,453) |
Other liabilities and accrued expenses | 363,052 | 43,950 |
Deferred revenue | 515,731 | 0 |
Net cash used in operating activities | (1,690,028) | (1,077,594) |
Cash Flows from Investing Activities: | ||
Capitalized patent costs | (22,714) | (10,283) |
Capitalized software development costs | (293,285) | 0 |
Purchase of property and equipment | (82,222) | (1,999) |
Net cash used in investing activities | (398,221) | (12,282) |
Cash Flows from Financing Activities: | ||
Costs incurred in relation to equity financing | 0 | (61,424) |
Commission paid on note payable | 0 | (325,000) |
Proceeds from issuance of notes | 0 | 4,943,074 |
Proceeds from issuance of common stock in relation to equity financing | 0 | 2,047,462 |
Proceeds from warrant exercise | 2,963,658 | 394,475 |
Repayments of note payable | (1,500,000) | 0 |
Repayment of insurance financing | 0 | (40,936) |
Net cash provided by financing activities | 1,463,658 | 6,957,651 |
Net (decrease) increase in cash | (624,591) | 5,867,775 |
Effect of exchange rate changes on cash | 18,973 | (20,948) |
Cash at beginning of period | 31,865,371 | 106,107 |
Cash at end of period | 31,259,753 | 5,952,934 |
Supplemental disclosure of non-cash financing activities: | ||
Prepayment of equity compensation | 25,000 | 0 |
Increase in stock subscriptions receivable | $ 0 | $ 1,988,132 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Nemaura Medical Inc. (“Nemaura” or the “Company”), through its operating subsidiaries, performs medical device research and manufacturing of a continuous glucose monitoring system (“CGM”), named sugarBEAT ® . The sugarBEAT ® device is a non-invasive, wireless device for use by persons with Type I and Type II diabetes and may also be used to screen pre-diabetic patients. The sugarBEAT ® device extracts analytes, such as glucose, to the surface of the skin in a non-invasive manner where it is measured using unique sensors and interpreted using a unique algorithm. Nemaura is a Nevada holding company organized in 2013. Nemaura owns 100% owns 100% of the stock in Dermal Diagnostic (Holdings) Limited, an England and Wales corporation (“DDHL”) formed on December 11, 2013, which in turn owns 100% of Dermal Diagnostics Limited, an England and Wales corporation formed on January 20, 2009 (“DDL”), and 100% of Trial Clinic Limited, an England and Wales corporation formed on January 12, 2011 (“TCL”). DDL is a diagnostic medical device company headquartered in Loughborough, Leicestershire, England, and is engaged in the discovery, development, and commercialization of diagnostic medical devices. The Company’s initial focus has been on the development of the sugarBEAT ® device, which consists of a disposable patch containing a sensor, and a non-disposable miniature wireless transmitter with a re-chargeable power source, which is designed to enable trending or tracking of blood glucose levels. While the Company’s key operations and assets are located in England, the Company has recently commenced commercial operations in the United States. During the fiscal year ended March 31, 2021, the Board of Directors assessed the adequacy of the group’s organizational structure and concluded that the intermediate holding company that sat below Nemaura Medical Inc., Region Green Limited (a British Virgin Islands corporation), was no longer required as the entity had been effectively dormant since inception and no longer represented a requirement to be maintained. It was therefore determined that Region Green Limited should be unwound, with the intention that the assets held by Region Green Limited be transferred up to Nemaura Medical Inc. following which Region Green Limited would be dissolved. The transfer of assets took place on March 5, 2021 and Region Green Limited was formally dissolved as of April 23, 2021. The following diagram illustrates Nemaura’s corporate structure as of June 30, 2021: The Company was incorporated in 2013 and has reported recurring losses from operations to date and an accumulated deficit of $ 27,188,396 ® is currently under review The Company expects to continue to incur losses from operations until revenues are generated through licensing fees or product sales. However, given the completion of the requisite clinical programs, these losses are expected to decrease over time. Management has entered into licensing, supply, or collaboration agreements with unrelated third parties relating to the United Kingdom (“UK”), Europe, Qatar, and all countries in the Gulf Cooperation Council. The Company has $ 31,259,753 Following the receipt of the CE mark approval in the EU, and in support of our plans for similar certification with the FDA in the U.S., our plan is to utilize the cash on hand to continue establishing commercial manufacturing operations for the commercial supply of the sugarBEAT® device and sensor patches in our target markets. Management's strategic plans include the following: – support the UK and EU launch of sugarBEAT®; – obtaining further regulatory approval for the sugarBEAT® device in other countries such as the U.S.; – exploring licensing and partnership opportunities in other territories; – developing the sugarBEAT® device platform for commercialization across other applications; and – pursue additional capital raising opportunities should they be required to further enhance our growth plans. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. However, such information reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of the financial condition and results of operations for the interim periods. The results for the three months ended June 30, 2021 are not indicative of annual results. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, as filed with the SEC. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and the Company’s subsidiaries. References to “we”, “us”, “our”, or the “Company” refer to Nemaura Medical Inc. and its consolidated subsidiaries. The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, and all significant intercompany balances and transactions have been eliminated in consolidation. The functional currency for the majority of the Company’s operations is the Great Britain Pound Sterling (“GBP”), and the reporting currency is the U.S. Dollar (“USD”). (b) Changes to significant accounting policies Derivative Financial Instruments Derivative financial instruments are used as part of the overall strategy to manage exposure to foreign currency primarily associated with fluctuations in foreign currency exchange rates. Derivative financial instruments are included in the consolidated balance sheets and are measured at fair value on a recurring basis. The Company is exposed to the impact of foreign currency exchange fluctuations as a significant proportion of our expenses are incurred within our UK subsidiary which is denominated in Great Britain Pounds Sterling (“GBP”), with the remaining portion denominated in U.S. dollars and a small amount in Euro’s (“EUR”). In addition to this we hold the majority of our cash in USD, with amounts also held in GBP and, to a much smaller amount, in EUR’s. The Company’s objective is to reduce the volatility associated with these foreign exchange rate changes to allow management to focus our attention on our core business strategy and objectives. Accordingly, during the three month period ended June 30, 2021 the Company entered into a target accrual redemption forward contract (“TARF”) agreement to sell USD and buy GBP across 25 defined monthly fixings, in order to fix the costs associated with the foreign currency exchange fluctuations associated with its GBP denominated expenses. These fixings allow for $250,000 to be converted to GBP at a fixed rate of $1.369 subject to the spot rate on the fixing date being above the fixed rate. Should the spot rate fall below the fixed rate on the scheduled fixing date, the Company is obligated to convert $500,000 to GBP at the fixed rate. The exchange rate range experienced by the company over the last 2 years for USD : GBP has seen a high of approximately $1.163 in March 2020 and a low of approximately $1.423 in June 2021. Cumulative profit on the sale of USD is capped at an aggregate of approximately $55,000 over the shorter of the life of the contract fixings or the utilization of the cap. At June 30, 2021, the Company held a forward contract to sell up to $ 12.5 63,068 The Company’s foreign currency forward contracts are measured at fair value on a recurring basis and are classified as Level 2 under our fair value of financial instruments policy, as set out in the March 31, 2021 Form 10-K. There have been no other material changes to our significant accounting policies from those detailed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, as filed with the SEC on June 29, 2021. (c) Recently adopted accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on the Company, or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures. |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 3 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
LICENSING AGREEMENTS | NOTE 3 – LICENSING AGREEMENTS United Kingdom and the Republic of Ireland, the Channel Islands and the Isle of Man In March 2014, the Company entered into an Exclusive Marketing Rights Agreement (the “Marketing Rights Agreement”) with an unrelated third party (the “Licensee”), that granted to the Licensee the exclusive right to market and promote the sugarBEAT ® device and related patches under its own brand in the United Kingdom and the Republic of Ireland, the Channel Islands and the Isle of Man. The Company received a non-refundable, up-front cash payment of GBP 1,000,000 1.38 1.38 115,000 103,000 The Company is in ongoing dialogue with the Licensee about the timing of its plans with respect to its product launch. The current expectation is for this to occur in the quarter ending December 31, 2021, with the initial order placed with the Company in April 2021 being scheduled to commence delivery during the quarter ending September 30, 2021, in order to enable the Licensee to hold inventory on-hand to support their launch. Under the terms of the contact, the Company is able to issue a ‘deposit’ invoice to cover costs for purchases directly incurred in order to service orders made by the Licensee, as such an invoice was raised at the end of the quarter for approximately $ 513,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS Nemaura Pharma Limited (“Pharma”), NDM Technologies Limited (“NDM”) and Black and White Health Care Limited (“B&W”) are entities controlled by the Company’s Chief Executive Officer, President, director and majority stockholder, Dewan F.H. Chowdhury. These unaudited condensed consolidated financial statements are intended to reflect all costs associated with the operations of DDL and TCL. Pharma has a service agreement with DDL to undertake development, manufacture and regulatory approvals under Pharma’s ISO13485 accreditation. In lieu of these services, Pharma invoices DDL on a periodic basis for said services. Services are provided at cost plus a service surcharge amounting to less than 10% of the total costs incurred. The table below provides a summary of activity between the Company and Pharma and NDM for the three months ended June 30, 2021 and 2020, and the year ended March 31, 2021. Schedule of Related Party Transactions Three Months Ended June 30, 2021 (unaudited) ($) Three Months Ended June 30, 2020 (unaudited) ($) Year Ended March 31, 2021 ($) Amounts due to related parties at beginning of period 148,795 830,093 830,093 Amounts invoiced by Pharma to DDL, NDM and TCL (1) 597,594 298,999 2,441,108 Amounts invoiced by DDL to Pharma — — (17,213 ) Amounts paid by DDL to Pharma (856,904 ) (582,089 ) (3,209,084 ) Foreign exchange differences 2,727 (2,922 ) 103,891 Amounts due from / to related parties at end of period (107,788 ) 544,081 148,795 (1) These amounts are primarily incurred as a result of research and development expenses charged to the Company by Pharma. The Company routinely reviews its condensed consolidated statements of cash flows presentation of related party transactions for financing or operating classification based on the underlying nature of the item and intended repayment. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE NOTE PURCHASE AGREEMENT 1 On April 15, 2020, the Company entered into a note purchase agreement (the “Note Purchase Agreement 1”) by and among the Company, DDL, TCL and a third-party investor (the “Investor”). Pursuant to the terms of the Note Purchase Agreement, the Company agreed to issue and sell to the Investor and the Investor agreed to purchase from the Company a secured promissory note (the “Secured Note”) in the original principal amount of $ 6,015,000 1,000,000 2,000,000 2,000,000 The Secured Note is secured by the Collateral (as hereinafter defined). The Secured Note carries an original issue discount (“OID”) of $ 1,000,000 15,000 325,000 4,675,000 The borrowing period is 24 months, and the Company shall pay the outstanding balance and all fees on maturity. A monitoring fee equal to 0.833 Security Agreement On April 15, 2020, the Company entered into the Security Agreement by the Company, DDL and TCL, in favor of the Investor (the “Security Agreement”). Pursuant to the terms of the Security Agreement, the Company granted the Investor a first-priority security interest in all rights, title, interest, claims and demands of the Company in and to all of the Company’s patents and all other proprietary rights, and all rights corresponding to the Company’s patents throughout the world, now owned and existing, and all replacements, proceeds, products, and accessions thereof. NOTE PURCHASE AGREEMENT 2 On February 8, 2021, the Company entered into an additional note purchase agreement (“Note Purchase Agreement 2”) with the Investor. Pursuant to the terms of Note Purchase Agreement 2, the Company agreed to issue and sell to the Investor and the Investor agreed to purchase from the Company, a secured promissory note (“Secured Note 2”) in the original principal amount of $ 24,015,000 4,000,000 16.7 In consideration thereof, on February 9, 2021 (the “closing date”), (i) the Investor paid $ 20,000,000 1,200,000 18,800,000 The borrowing terms for Note Purchase Agreement 2 are consistent with those of Note Purchase Agreement 1, with the borrowing period being 24 months from the date of the agreement, the Company being required to pay the outstanding balance and all fees on maturity, and a monitoring fee equal to 0.833 Security Agreement On February 8, 2021, the Security Agreement established in respect to Note Purchase Agreement 1 was extended to include Note Purchase Agreement 2, which is also secured against all of the Company’s assets owned as of the closing date and extends to any assets acquired at any time that the Company’s obligations under Secured Note 2 are outstanding. As of June 30, 2021, long-term debt matures as follows: Schedule of long term debt Year Ending Notes Payable ($) 2022 11,142,795 2023 14,025,742 Total 25,168,537 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY During the three month period ended June 30, 2021, 366,892 2,963,658 1,573,098 During the three month period ended June 30, 2020, a total of 393,352 4,097,083 During the three month period ended June 30, 2020, 37,933 394,475 147,637 Loss per share The following table sets forth the computation of basic and diluted loss per share for the periods indicated. Schedule of earnings (loss) per share Three months ended June 30, 2021 2020 ($) ($) Net loss attributable to common stockholders (3,343,725 ) (1,100,056 ) Weighted average basic and diluted shares outstanding 23,109,897 20,879,446 Basic and diluted loss per share: (0.14 ) (0.05 ) The Company excludes warrants outstanding, which are anti-dilutive given the Company is in a loss position, from the basic and diluted loss per share calculation. Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding during the period. For the three month period ended June 30, 2021 warrants to purchase 1,573,098 9,710 9,710 1,147,637 9,710 |
OTHER ITEMS
OTHER ITEMS | 3 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ITEMS | NOTE 7 – OTHER ITEMS (a) COVID-19 Pandemic The outbreak of COVID-19 originating in Wuhan, China, in December 2019 has since rapidly increased its exposure globally. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. We continue to monitor the impact of COVID-19 on our own operations and are working with our employees, suppliers and other stakeholders to mitigate the risks posed by its spread, COVID-19 is not expected to have any long-term detrimental effect on the Company’s success. While key suppliers have not been accessible throughout the whole period of the outbreak, we have been able to be flexible in our priorities and respond favorably to the challenges faced during the outbreak. We have also seen a surge in the uptake of technologies for remote patient monitoring and patient self-monitoring, which potentially enhances the prospects for the Company, its CGM product and its planned digital healthcare offering. (b) Management consultancy agreements During the three month period ended June 30, 2021 and 2020, the Company did not issue any restricted common stock to management consultants; the stock based compensation expense during the three month period ended June 30, 2020 of $ 59,000 (c) Investor relations agreements The Company has entered into contracts with several investor relations specialists to help support the ongoing financing activities of the business. During the three month periods ended June 30, 2021, and 2020, fees paid to an investor relations company were $ 122,000 21,000 (d) Subsequent events On July 23, 2021, Nemaura Medical Inc. (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) pursuant to which the Company may offer and sell from time to time to or through the Agent shares of the Company’s common stock, $0.001 The offer and sale of shares of Common Stock through the Agent will be made pursuant to the Registration Statement on Form S-3 (File No. 333-230535), which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 8, 2019, and a related prospectus supplement filed with the SEC on the date hereof pursuant to which the Company is offering shares of its Common Stock having an aggregate offering price of up to $ 100,000,000 Under the ATM Agreement, the Company may offer and sell shares of Common Stock through the Agent by any method deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on or through The Nasdaq Capital Market, sales made to or through a market maker other than on an exchange or otherwise, directly to the Agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. If the Company elects to utilize the ATM Agreement, the Agent would be obligated to use commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such shares in accordance with the Company’s instructions (including as to price, time or size limit or other parameters or conditions the Company may impose). The Company will pay the Agent a commission of 3.0% of the gross sales price of any shares of Common Stock sold under the ATM Agreement. The Company has also provided the Agent with customary indemnification rights and has agreed to reimburse the Agent for certain specified expenses up to $ 20,000 2,500 The Company is not obligated to sell, and the Agent is not obligated to buy or sell, any shares of Common Stock under the ATM Agreement. The Company or the Agent may terminate the ATM Agreement by providing notice to the other party. The Company intends to use the net proceeds from any ATM offering for general corporate purposes, which include, but are not limited to, the targeted launch of sugarBEAT® into other European markets outside of the UK; the development of the subscription-based service for the US under the Wellness category that was launched in December 2020; establishing a business-to-consumer offering for a metabolic health program; research and development of our BEAT platform for other, non, CGM purposes, such as Lactate monitoring, as well as potential acquisition of other companies, products or technologies that are complementary to the delivery of our mission. Accordingly, our management will have broad discretion as to the use of the net proceeds from any ATM offering under this agreement. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. However, such information reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of the financial condition and results of operations for the interim periods. The results for the three months ended June 30, 2021 are not indicative of annual results. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, as filed with the SEC. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and the Company’s subsidiaries. References to “we”, “us”, “our”, or the “Company” refer to Nemaura Medical Inc. and its consolidated subsidiaries. The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, and all significant intercompany balances and transactions have been eliminated in consolidation. The functional currency for the majority of the Company’s operations is the Great Britain Pound Sterling (“GBP”), and the reporting currency is the U.S. Dollar (“USD”). |
Changes to significant accounting policies | (b) Changes to significant accounting policies Derivative Financial Instruments Derivative financial instruments are used as part of the overall strategy to manage exposure to foreign currency primarily associated with fluctuations in foreign currency exchange rates. Derivative financial instruments are included in the consolidated balance sheets and are measured at fair value on a recurring basis. The Company is exposed to the impact of foreign currency exchange fluctuations as a significant proportion of our expenses are incurred within our UK subsidiary which is denominated in Great Britain Pounds Sterling (“GBP”), with the remaining portion denominated in U.S. dollars and a small amount in Euro’s (“EUR”). In addition to this we hold the majority of our cash in USD, with amounts also held in GBP and, to a much smaller amount, in EUR’s. The Company’s objective is to reduce the volatility associated with these foreign exchange rate changes to allow management to focus our attention on our core business strategy and objectives. Accordingly, during the three month period ended June 30, 2021 the Company entered into a target accrual redemption forward contract (“TARF”) agreement to sell USD and buy GBP across 25 defined monthly fixings, in order to fix the costs associated with the foreign currency exchange fluctuations associated with its GBP denominated expenses. These fixings allow for $250,000 to be converted to GBP at a fixed rate of $1.369 subject to the spot rate on the fixing date being above the fixed rate. Should the spot rate fall below the fixed rate on the scheduled fixing date, the Company is obligated to convert $500,000 to GBP at the fixed rate. The exchange rate range experienced by the company over the last 2 years for USD : GBP has seen a high of approximately $1.163 in March 2020 and a low of approximately $1.423 in June 2021. Cumulative profit on the sale of USD is capped at an aggregate of approximately $55,000 over the shorter of the life of the contract fixings or the utilization of the cap. At June 30, 2021, the Company held a forward contract to sell up to $ 12.5 63,068 The Company’s foreign currency forward contracts are measured at fair value on a recurring basis and are classified as Level 2 under our fair value of financial instruments policy, as set out in the March 31, 2021 Form 10-K. There have been no other material changes to our significant accounting policies from those detailed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, as filed with the SEC on June 29, 2021. |
Recently adopted accounting pronouncements | (c) Recently adopted accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on the Company, or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions Three Months Ended June 30, 2021 (unaudited) ($) Three Months Ended June 30, 2020 (unaudited) ($) Year Ended March 31, 2021 ($) Amounts due to related parties at beginning of period 148,795 830,093 830,093 Amounts invoiced by Pharma to DDL, NDM and TCL (1) 597,594 298,999 2,441,108 Amounts invoiced by DDL to Pharma — — (17,213 ) Amounts paid by DDL to Pharma (856,904 ) (582,089 ) (3,209,084 ) Foreign exchange differences 2,727 (2,922 ) 103,891 Amounts due from / to related parties at end of period (107,788 ) 544,081 148,795 (1) These amounts are primarily incurred as a result of research and development expenses charged to the Company by Pharma. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | Schedule of long term debt Year Ending Notes Payable ($) 2022 11,142,795 2023 14,025,742 Total 25,168,537 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of earnings (loss) per share | Schedule of earnings (loss) per share Three months ended June 30, 2021 2020 ($) ($) Net loss attributable to common stockholders (3,343,725 ) (1,100,056 ) Weighted average basic and diluted shares outstanding 23,109,897 20,879,446 Basic and diluted loss per share: (0.14 ) (0.05 ) |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 |
Accounting Policies [Abstract] | ||||
Accumulated deficit | $ 27,188,396 | $ 23,844,671 | ||
Cash | $ 31,259,753 | $ 31,865,371 | $ 5,952,934 | $ 106,107 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Other comprehensive loss | $ 63,068 |
Forward Contracts [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Other comprehensive loss | $ 12,500,000 |
LICENSING AGREEMENTS (Details N
LICENSING AGREEMENTS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Non-refundable, upfront cash payment | $ 1,380,000 | $ 1,380,000 | $ 1,000,000 |
Deferred revenue | 115,000 | $ 103,000 | |
Income once delivery | $ 513,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | ||
Related Party Transactions [Abstract] | ||||
Amounts due to related parties at beginning of period | $ 148,795 | $ 830,093 | $ 830,093 | |
Amounts invoiced by Pharma to DDL, NDM and TCL (1) | [1] | 597,594 | 298,999 | 2,441,108 |
Amounts invoiced by DDL to Pharma | (17,213) | |||
Amounts paid by DDL to Pharma | (856,904) | (582,089) | (3,209,084) | |
Foreign exchange differences | 2,727 | (2,922) | 103,891 | |
Amounts due from / to related parties at end of period | $ (107,788) | $ 544,081 | $ 148,795 | |
[1] | These amounts are primarily incurred as a result of research and development expenses charged to the Company by Pharma. |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 11,142,795 |
2023 | 14,025,742 |
Total | $ 25,168,537 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Feb. 09, 2021 | Apr. 08, 2019 | Apr. 15, 2020 | Jun. 30, 2021 | Feb. 08, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||||||
Purchase Price | $ 100,000,000 | |||||
Investor [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 122,000 | $ 21,000 | ||||
Note Purchase Agreement [Member] | Investor [Member] | Secured Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 6,015,000 | |||||
Original issue discount | 1,000,000 | |||||
Amount paid in cash | 1,000,000 | |||||
Legal fees | 15,000 | |||||
Commission expense | 325,000 | |||||
Proceeds from note payable | $ 4,675,000 | |||||
Monitoring fee, percentage | 0.833% | |||||
Note Purchase Agreement [Member] | Investor [Member] | Investor Note 1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 2,000,000 | |||||
Note Purchase Agreement [Member] | Investor [Member] | Investor Note 2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 2,000,000 | |||||
Note Purchase Agreement 2 [Member] | Investor [Member] | Secured Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 24,015,000 | |||||
Original issue discount | $ 4,000,000 | |||||
Commission expense | $ 1,200,000 | |||||
Proceeds from note payable | $ 18,800,000 | |||||
Monitoring fee, percentage | 0.833% | |||||
Interest rate | 16.70% | |||||
Purchase Price | $ 20,000,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Equity [Abstract] | ||
Net loss attributable to common stockholders | $ (3,343,725) | $ (1,100,056) |
Weighted average basic and diluted shares outstanding | 23,109,897 | 20,879,446 |
Basic and diluted loss per share: | $ (0.14) | $ (0.05) |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Dec. 18, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | |
Class of Stock [Line Items] | ||||
Warrants exercised | 366,892 | 393,352 | ||
Proceeds from warrants | $ 2,963,658 | $ 4,097,083 | ||
Warrant Outstanding | $ 1,573,098 | $ 147,637 | $ 1,573,098 | |
Warrants addtional funds | 394,475 | |||
Warrants to purchase | $ 1,573,098 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Anti-dilutive common stock | 1,147,637 | |||
Options Held [Member] | ||||
Class of Stock [Line Items] | ||||
Anti-dilutive common stock | 9,710 | |||
Dawson James Securities Inc [Member] | Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Options issued to purchase units | 9,710 | |||
Dawson James Securities Inc [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Options issued to purchase units | 9,710 | |||
Distribution Agreement [Member] | ||||
Class of Stock [Line Items] | ||||
Number of common stock sold | 37,933 |
OTHER ITEMS (Details Narrative)
OTHER ITEMS (Details Narrative) - USD ($) | Apr. 08, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jul. 23, 2021 | Mar. 31, 2021 |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Stock based compensation expense | $ 0 | $ 59,000 | ||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Purchase Price | $ 100,000,000 | |||||
Accretion expenses | $ 1,723,056 | 188,579 | $ 20,000 | |||
A T M [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Accretion expenses | 2,500 | |||||
Subsequent Event [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Common stock par value | $ 0.001 | |||||
Investor [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Principal amount | $ 122,000 | $ 21,000 | $ 122,000 |