Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2022 | Nov. 11, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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 | 24,103,196 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash | $ 10,109,650 | $ 17,749,233 |
Prepaid expenses and other receivables | 1,934,164 | 750,167 |
Accounts receivable - related party | 0 | 101,297 |
Inventory | 1,909,967 | 1,487,771 |
Total current assets | 13,953,781 | 20,088,468 |
Property and equipment, net of accumulated depreciation | 521,817 | 532,508 |
Intangible assets, net of accumulated amortization | 1,427,150 | 1,480,980 |
Total other assets | 1,948,967 | 2,013,488 |
Total assets | 15,902,748 | 22,101,956 |
Current liabilities: | ||
Accounts payable | 301,104 | 136,310 |
Other liabilities and accrued expenses | 397,764 | 998,622 |
Foreign currency contract | 2,177,458 | 440,196 |
Due to related party | 122,381 | 0 |
Notes payable, current portion | 17,398,654 | 19,188,724 |
Deferred revenue | 70,980 | 259,256 |
Total current liabilities | 20,468,341 | 20,582,912 |
Notes payable, net of current portion | 3,490,589 | 0 |
Deferred revenue, net of current portion | 955,916 | 1,052,960 |
Total liabilities | 24,914,846 | 21,635,872 |
Stockholders’ (deficit) equity: | ||
Common stock, $0.001 par value, 42,000,000 shares authorized and 24,102,866 shares issued and outstanding at September 30, 2022 and March 31, 2022 | 24,103 | 24,103 |
Additional paid-in capital | 38,295,775 | 38,295,775 |
Accumulated deficit | (45,789,250) | (37,731,476) |
Accumulated other comprehensive loss | (1,542,726) | (122,318) |
Total stockholders’ (deficit) equity | (9,012,098) | 466,084 |
Total liabilities and stockholders’ (deficit) equity | $ 15,902,748 | $ 22,101,956 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Mar. 31, 2022 |
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 | 24,102,866 | 24,102,866 |
Common stock, shares outstanding | 24,102,866 | 24,102,866 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Sales | $ 74,027 | $ 0 | $ 74,027 | $ 0 |
Cost of Sales | (72,357) | 0 | (72,357) | 0 |
Gross Profit | 1,670 | 0 | 1,670 | 0 |
Operating expenses: | ||||
Research and development | 257,061 | 286,886 | 587,116 | 575,370 |
General and administrative | 2,319,972 | 1,427,916 | 4,200,910 | 2,760,102 |
Total operating expenses | 2,577,033 | 1,714,802 | 4,788,026 | 3,335,472 |
Loss from operations | (2,575,363) | (1,714,802) | (4,786,356) | (3,335,472) |
Interest expense | (1,503,114) | (1,779,462) | (3,271,418) | (3,502,517) |
Net loss | (4,078,477) | (3,494,264) | (8,057,774) | (6,837,989) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | (957,471) | (107,151) | (1,420,408) | (117,857) |
Comprehensive loss | $ (5,053,948) | $ (3,601,415) | $ (9,478,182) | $ (6,955,846) |
Net loss per share, basic and diluted | $ (0.17) | $ (0.15) | $ (0.33) | $ (0.29) |
Weighted average number of shares outstanding, basic and diluted | 24,102,866 | 23,308,049 | 24,102,866 | 23,209,514 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Mar. 31, 2021 | $ 22,941 | $ 32,044,335 | $ (23,844,671) | $ 135,567 | $ 8,358,172 |
Beginning Balance, Shares at Mar. 31, 2021 | 22,941,157 | ||||
Exercise of warrants | $ 367 | 2,963,291 | 2,963,658 | ||
Exercise of warrants, shares | 366,892 | ||||
Foreign currency translation adjustment | (117,857) | (117,857) | |||
Net loss | (6,837,989) | (6,837,989) | |||
Ending balance, value at Sep. 30, 2021 | $ 23,308 | 35,007,626 | (30,682,660) | 17,710 | 4,365,984 |
Ending Balance, Shares at Sep. 30, 2021 | 23,308,049 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 23,308 | 35,007,626 | (27,188,396) | 124,861 | 7,967,399 |
Beginning Balance, Shares at Jun. 30, 2021 | 23,308,049 | ||||
Foreign currency translation adjustment | (107,151) | (107,151) | |||
Net loss | (3,494,264) | (3,494,264) | |||
Ending balance, value at Sep. 30, 2021 | $ 23,308 | 35,007,626 | (30,682,660) | 17,710 | 4,365,984 |
Ending Balance, Shares at Sep. 30, 2021 | 23,308,049 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 24,103 | 38,295,775 | (37,731,476) | (122,318) | 466,084 |
Foreign currency translation adjustment | (1,420,408) | (1,420,408) | |||
Net loss | (8,057,774) | (8,057,774) | |||
Ending balance, value at Sep. 30, 2022 | $ 24,103 | 38,295,775 | (45,789,250) | (1,542,726) | (9,012,098) |
Ending Balance, Shares at Sep. 30, 2022 | 24,102,866 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 24,103 | 38,295,775 | (41,710,773) | (567,255) | (3,958,150) |
Beginning Balance, Shares at Jun. 30, 2022 | 24,102,866 | ||||
Foreign currency translation adjustment | (975,471) | (957,471) | |||
Net loss | (4,078,477) | (4,078,477) | |||
Ending balance, value at Sep. 30, 2022 | $ 24,103 | $ 38,295,775 | $ (45,789,250) | $ (1,542,726) | $ (9,012,098) |
Ending Balance, Shares at Sep. 30, 2022 | 24,102,866 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (8,057,774) | $ (6,837,989) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 172,680 | 81,691 |
Amortization of debt discount | 3,271,419 | 3,502,517 |
Change in fair value of foreign currency contract | 1,737,263 | 270,400 |
Changes in assets and liabilities: | ||
Prepaid expenses and other receivables | (1,183,997) | (94,945) |
Inventory | (422,197) | (264,604) |
Accounts payable | 164,794 | (102,302) |
Due to (from) related parties | 223,678 | (652,349) |
Other liabilities and accrued expenses | (160,662) | 151,717 |
Deferred revenue | (294,288) | 469,785 |
Net cash used in operating activities | (4,549,084) | (3,476,079) |
Cash Flows From Investing Activities: | ||
Capitalized patent costs | (144,343) | (47,426) |
Capitalized software development costs | (27,879) | (418,794) |
Purchase of property and equipment | (208,945) | (220,035) |
Net cash used in investing activities | (381,167) | (686,255) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of notes payable | 4,700,000 | 0 |
Proceeds from warrant exercise | 0 | 2,963,658 |
Repayments of note payable | (6,274,282) | (3,800,000) |
Net cash used in financing activities | (1,574,282) | (836,342) |
Effect of exchange rate changes on cash | (1,135,050) | (98,499) |
Net decrease in cash | (7,639,583) | (5,097,175) |
Cash at beginning of period | 17,749,233 | 31,865,371 |
Cash at end of period | 10,109,650 | 26,768,196 |
Supplemental disclosure of non-cash financing activities: | ||
Release of prepayment from equity compensation | 0 | 50,000 |
Monitoring fees added to notes payable | $ 1,108,896 | $ 0 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 6 Months Ended |
Sep. 30, 2022 | |
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 ® ® ® Nemaura is a Nevada holding company organized in 2013. Nemaura 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 ® 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 September 30, 2022: The Company was incorporated in 2013 and has reported recurring losses from operations to date and an accumulated deficit of $ 45,789,250 These operations have resulted in the successful completion of clinical programs to support a CE mark (European Union approval of the product) approval, as well as a De Novo 510(k) medical device application to the U.S. Food and Drug Administration (“FDA”) submission. 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. Going Concern As identified under Item 1A, included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022, as filed with the SEC, management is aware of the need to raise additional funds in order to finance the ongoing commercialization of sugarBEAT®. The Company had $ 10,109,650 In evaluating the going concern position of the Company, management has considered the ability of the Company to raise additional funding in combination with one or more of the different funding options available to it at this time. Based on current and ongoing engagement with potential funding providers, management believes that there is a reasonable expectation that funding could be provided by one, or more, of the following options: Equity funding – the Company has immediate access to funds through the ATM facility that is currently in place; in addition to this, there are various alternative mechanisms available to the Company similar to those used previously e.g. direct sale of shares to interested third parties, similar to the stake sold to Tiger Trading Partners L.L.C. in February 2022, as well as other mechanisms to sell common stock via an underwritten agreement or the further exercise of warrants by the current warrant holders etc. Debt funding – the Company continues to be in ongoing discussions with third party debt providers, including the incumbent, to enable the existing debt facility to be restructured or renewed, should management feel that this route offers a more attractive option compared to the sale of equity that is dependent on the current market conditions. Alternative funding as used in the past such as the sale of licenses. As product development is now at a significant more advanced stage then it was, it is management’s belief that the sufficient funding could be provided through the sale of licenses or a large-scale partnership that could bring in additional funds and infrastructure to support the commercial growth ambitions of the company. However, as a consequence of this funding requirement being triggered without the funding bridge having been put in place by the filing date of these unaudited condensed consolidated financial statements, Accounting Standards Codification (“ASC”) 205-40: Going Concern, requires that management recognize and disclose this point as an event which creates a substantial doubt as to the Company’s ability to continue as a going concern for at least one year from the date of filing of these unaudited condensed consolidated financial statements. 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 as and when required to further enhance our growth plans. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Sep. 30, 2022 | |
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- and six- months ended September 30, 2022 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. These unaudited condensed consolidated financial statements should 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, 2022, 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) – Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying Notes. Actual results could differ materially from those estimates. The Company’s most significant estimates include the useful life of intangible assets, valuation of foreign currency contract and valuation allowance on deferred tax assets. Our estimates are often based on complex judgments, probabilities and assumptions that management believes to be reasonable, but that are inherently uncertain and unpredictable. It is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. For a complete discussion of our critical accounting policies, see the “Critical Accounting Policies” section of the Management’s Discussion & Analysis in our 2022 Form 10-K. Cash and Cash Equivalents Cash includes cash deposited in major financial institutions in the United Kingdom. The Company’s cash balances exceed amounts covered by the Financial Services Compensation scheme. The Company has never suffered a loss due to such excess balances. The Company considers highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. These investments are carried at cost, which approximates fair value. As of September 30, 2022 and March 31, 2022, the Company had no Revenue Recognition The Company recognizes revenue when obligations under the terms of a contract with a customer are satisfied; generally this occurs with the transfer of control or access of the Company’s licenses or performance of services. Revenue is measured as the amount of consideration the company expects to receive in exchange for transferring goods or providing services. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts with customers consist of licensing arrangements and, to a lesser extent, research and development related services. Revenues from licensing and royalty fees are received from the granting of exclusive sales, marketing, manufacturing and distribution rights associated with the Company’s functional intellectual property (IP). The Company’s performance obligation is satisfied at a point in time (upon delivery to the customer), where the Company has no remaining obligation to support or maintain the intellectual property licensed to the customer. The Company typically requires a non-refundable license fee, paid upfront. Revenue from license fees are recognized at a point in time when the Company transfers the functional IP to the customer as long as management believes the total consideration owed by the customer for the license fee is probable of being received. The Company’s contracts do not include multiple performance obligations or variable consideration. Since the Company’s revenue is generated from a small number of customer contracts, the Company does not have material contract assets or liabilities. Intangible Assets The Company’s intangible assets consist of five U.S. patents (US 9,352,021, US 9,498,514, US 7,709,215, US 8,338,572, and US 8,841,079), three U.K. patents (GB2501611, GB2503131 and GB252256), and one patent issued each in Europe, China and Australia. The Company also has a significant number of additional patents pending and in development. The cost of issued patents are capitalized and amortized over the life of the patents which is 17 years. The costs of patents in development are expensed as incurred. Any unamortized costs previously capitalized associated with patents that have expired or have been abandoned are written off as an impairment loss. The company has also capitalized certain software development costs which are regularly reviewed to ensure that if development has been abandoned, costs are written off as an impairment loss. Share-Based Payments The Company measures the cost of services received in exchange for an award of equity instruments to employees and nonemployees based on the grant date fair value of the award, which is recognized as compensation expense over the vesting term. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that management believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that the Company would be able to realize deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. (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 | 6 Months Ended |
Sep. 30, 2022 | |
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 ® 1,000,000 1.12 million 1.31 million ® device to the Licensee in December 2021 71,000 259,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS DDL has a service agreement with Nemaura Pharma Limited (“Pharma”), an entity controlled by the Company’s President and Chief Executive officer, to provide development, manufacture, and regulatory approval process under Pharma’s ISO13485 accreditation. Pharma invoices DDL for these services on a cost-plus basis. The table below provides a summary of activity between the Company and Pharma for the six months ended September 30, 2022 and 2021, and the year ended March 31, 2022. Schedule of Related Party Transactions Six Months Ended September 30, 2022 (unaudited) Six Months Ended September 30, 2021 (unaudited) Year Ended March 31, 2022 Due to (from) related parties at beginning of year $ (101,297 ) $ 148,795 $ 148,795 Amounts invoiced by Pharma to DDL 1,833,706 1,115,748 3,245,985 Amounts invoiced by DDL to Pharma (2,437 ) (2,495 ) (2,495 ) Amounts paid by DDL to Pharma (1,695,999 ) (1,770,942 ) (3,492,962 ) Foreign exchange differences 88,408 5,340 (620 ) Liability /(receivable) due to related parties at end of period $ 122,381 $ (503,554 ) $ (101,297 ) |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Sep. 30, 2022 | |
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 Note Purchase Agreement 1, the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company, a secured promissory note (the “2020 Secured Note”) in the original principal amount of $ 6,015,000 1,000,000 2,000,000 2,000,000 The 2020 Secured Note is secured by the Collateral (as hereinafter defined). The 2020 Secured Note carries an original issue discount (“OID”) of $ 1,000,000 15,000 325,000 4,675,000 6,015,000 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 “2020 Security Agreement”). Pursuant to the terms of the 2020 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 (the “Collateral”). Note Purchase Agreement 1 was settled in full on April 22, 2022. 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 (the “Secured Note 2”) in the original principal amount of $ 24,015,000 4,000,000 15,000 1,200,000 In consideration thereof, on February 9, 2021, (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 2020 Security Agreement was extended to include Note Purchase Agreement 2, which is also secured against all of the Company’s assets owned as of February 9, 2021 and extends to any assets acquired at any time that the Company’s obligations under Secured Note 2 are outstanding. NOTE PURCHASE AGREEMENT 3 On May 20, 2022, the Company entered into a new note purchase agreement (“Note Purchase Agreement 3”) by and among the Company, DDL, TCL and a third-party investor. Pursuant to the terms of the Note Purchase Agreement 3, 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 5,000,000 The Secured Note is secured by the Collateral (as hereinafter defined). The Secured Note carries an original issue discount (“OID”) of $ 1,000,000 15,000 300,000 4,700,000 6,015,000 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 May 20, 2022, 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. As of September 30, 2022, long-term debt matures as follows: Schedule of long term debt Notes Payable ($) Within 12 months 17,398,654 Within 24 months 3,490,589 20,889,243 |
STOCKHOLDERS_ (DEFICIT) EQUITY
STOCKHOLDERS’ (DEFICIT) EQUITY | 6 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ (DEFICIT) EQUITY | NOTE 6 – STOCKHOLDERS’ (DEFICIT) EQUITY During the six month period ended September 30, 2022, no no During the six month period ended September 30, 2021, 366,892 2,963,658 1,573,098 No 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 September 30, Six Months Ended September 30, 2022 2021 2022 2021 (in Dollars, except Share Amounts) (in Dollars, except Share Amounts) Net loss attributable to common stockholders (4,078,477 ) (3,494,264 ) (8,057,774 ) (6,837,989 ) Weighted average basic and diluted shares outstanding 24,102,866 23,308,049 24,102,866 23,209,514 Basic and diluted loss per share: (0.17 ) (0.15 ) (0.33 ) (0.29 ) 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 and six month periods ended September 30, 2022, warrants to purchase 1,573,098 9,710 9,710 1,940,740 9,710 9,710 |
OTHER ITEMS
OTHER ITEMS | 6 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ITEMS | NOTE 7 – OTHER ITEMS (a) COVID-19 Pandemic The outbreak of COVID-19 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, but 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 monitoring of patients and patient self-monitoring, which potentially enhances the prospects for the Company, its CGM product and its planned digital healthcare offering. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through November 14, 2022, the date these financial statements were available to be issued. (a) On October 21, 2022, the Company entered into an amendment to Note Purchase Agreement 2. Pursuant to the terms of the amendment, the Company and Investor agreed to extend the maturity date of Note Purchase Agreement 2 to July 1, 2024 813,834 The Company and the Investor previously agreed to reduce the maximum monthly redemption amount from $ 2,000,000 500,000 2,000,000 1,000,000 2,000,000 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Sep. 30, 2022 | |
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- and six- months ended September 30, 2022 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. These unaudited condensed consolidated financial statements should 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, 2022, 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) – Summary of Significant Accounting Policies |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying Notes. Actual results could differ materially from those estimates. The Company’s most significant estimates include the useful life of intangible assets, valuation of foreign currency contract and valuation allowance on deferred tax assets. Our estimates are often based on complex judgments, probabilities and assumptions that management believes to be reasonable, but that are inherently uncertain and unpredictable. It is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. For a complete discussion of our critical accounting policies, see the “Critical Accounting Policies” section of the Management’s Discussion & Analysis in our 2022 Form 10-K. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes cash deposited in major financial institutions in the United Kingdom. The Company’s cash balances exceed amounts covered by the Financial Services Compensation scheme. The Company has never suffered a loss due to such excess balances. The Company considers highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. These investments are carried at cost, which approximates fair value. As of September 30, 2022 and March 31, 2022, the Company had no |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when obligations under the terms of a contract with a customer are satisfied; generally this occurs with the transfer of control or access of the Company’s licenses or performance of services. Revenue is measured as the amount of consideration the company expects to receive in exchange for transferring goods or providing services. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts with customers consist of licensing arrangements and, to a lesser extent, research and development related services. Revenues from licensing and royalty fees are received from the granting of exclusive sales, marketing, manufacturing and distribution rights associated with the Company’s functional intellectual property (IP). The Company’s performance obligation is satisfied at a point in time (upon delivery to the customer), where the Company has no remaining obligation to support or maintain the intellectual property licensed to the customer. The Company typically requires a non-refundable license fee, paid upfront. Revenue from license fees are recognized at a point in time when the Company transfers the functional IP to the customer as long as management believes the total consideration owed by the customer for the license fee is probable of being received. The Company’s contracts do not include multiple performance obligations or variable consideration. Since the Company’s revenue is generated from a small number of customer contracts, the Company does not have material contract assets or liabilities. |
Intangible Assets | Intangible Assets The Company’s intangible assets consist of five U.S. patents (US 9,352,021, US 9,498,514, US 7,709,215, US 8,338,572, and US 8,841,079), three U.K. patents (GB2501611, GB2503131 and GB252256), and one patent issued each in Europe, China and Australia. The Company also has a significant number of additional patents pending and in development. The cost of issued patents are capitalized and amortized over the life of the patents which is 17 years. The costs of patents in development are expensed as incurred. Any unamortized costs previously capitalized associated with patents that have expired or have been abandoned are written off as an impairment loss. The company has also capitalized certain software development costs which are regularly reviewed to ensure that if development has been abandoned, costs are written off as an impairment loss. |
Share-Based Payments | Share-Based Payments The Company measures the cost of services received in exchange for an award of equity instruments to employees and nonemployees based on the grant date fair value of the award, which is recognized as compensation expense over the vesting term. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that management believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that the Company would be able to realize deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. |
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) | 6 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions Six Months Ended September 30, 2022 (unaudited) Six Months Ended September 30, 2021 (unaudited) Year Ended March 31, 2022 Due to (from) related parties at beginning of year $ (101,297 ) $ 148,795 $ 148,795 Amounts invoiced by Pharma to DDL 1,833,706 1,115,748 3,245,985 Amounts invoiced by DDL to Pharma (2,437 ) (2,495 ) (2,495 ) Amounts paid by DDL to Pharma (1,695,999 ) (1,770,942 ) (3,492,962 ) Foreign exchange differences 88,408 5,340 (620 ) Liability /(receivable) due to related parties at end of period $ 122,381 $ (503,554 ) $ (101,297 ) |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | Schedule of long term debt Notes Payable ($) Within 12 months 17,398,654 Within 24 months 3,490,589 20,889,243 |
STOCKHOLDERS_ (DEFICIT) EQUITY
STOCKHOLDERS’ (DEFICIT) EQUITY (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of earnings (loss) per share | Schedule of earnings (loss) per share Three Months Ended September 30, Six Months Ended September 30, 2022 2021 2022 2021 (in Dollars, except Share Amounts) (in Dollars, except Share Amounts) Net loss attributable to common stockholders (4,078,477 ) (3,494,264 ) (8,057,774 ) (6,837,989 ) Weighted average basic and diluted shares outstanding 24,102,866 23,308,049 24,102,866 23,209,514 Basic and diluted loss per share: (0.17 ) (0.15 ) (0.33 ) (0.29 ) |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ 45,789,250 | $ 37,731,476 |
Cash | $ 10,109,650 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 0 | $ 0 |
LICENSING AGREEMENTS (Details N
LICENSING AGREEMENTS (Details Narrative) | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2014 GBP (£) |
Commitments and Contingencies Disclosure [Abstract] | |||
Non-refundable, upfront cash payment | $ 1,120,000 | $ 1,310,000 | £ 1,000,000 |
Deferred revenue | $ 71,000 | $ 259,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |||
Amounts due to related parties at beginning of period | $ (101,297) | $ 148,795 | $ 148,795 |
Amounts invoiced by Pharma to DDL | 1,833,706 | 1,115,748 | 3,245,985 |
Amounts invoiced by DDL to Pharma | (2,437) | (2,495) | (2,495) |
Amounts paid by DDL to Pharma | (1,695,999) | (1,770,942) | (3,492,962) |
Foreign exchange differences | 88,408 | 5,340 | (620) |
Amounts due from / to related parties at end of period | $ 122,381 | $ (503,554) | $ (101,297) |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 17,398,654 |
2023 | 3,490,589 |
Capital Leases, Future Minimum Payments, Receivable Thereafter | $ 20,889,243 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Feb. 09, 2021 | Feb. 08, 2021 | May 20, 2022 | Apr. 15, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||||
Proceeds from note payable | $ 4,700,000 | $ 0 | ||||
Agreed to pay | $ 15,000 | |||||
Ascendiant Capital Partners L L C [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Commission expenses | 1,200,000 | |||||
Secured Note [Member] | Investor [Member] | Note Purchase Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 6,015,000 | |||||
Original issue discount | 1,000,000 | |||||
Legal fees | 15,000 | |||||
Commission expense | 325,000 | |||||
Proceeds from note payable | $ 4,675,000 | |||||
Monitoring fee, percentage | 0.833% | |||||
Secured Note [Member] | Investor [Member] | Note Purchase Agreement 2 [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% | |||||
Purchase Price | $ 20,000,000 | |||||
Secured Note [Member] | Investor [Member] | Note Purchase Agreement 3 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 6,015,000 | |||||
Original issue discount | 1,000,000 | |||||
Legal fees | 15,000 | |||||
Commission expense | 300,000 | |||||
Proceeds from note payable | $ 4,700,000 | |||||
Monitoring fee, percentage | 0.833% | |||||
Amount paid in cash | $ 5,000,000 | |||||
Investor Note 1 [Member] | Investor [Member] | Note Purchase Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 2,000,000 | |||||
Investor Note 2 [Member] | Investor [Member] | Note Purchase Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 2,000,000 |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||||
Net loss attributable to common stockholders | $ (4,078,477) | $ (3,494,264) | $ (8,057,774) | $ (6,837,989) |
Weighted average basic and diluted shares outstanding | 24,102,866 | 23,308,049 | 24,102,866 | 23,209,514 |
Basic and diluted loss per share: | $ (0.17) | $ (0.15) | $ (0.33) | $ (0.29) |
STOCKHOLDERS_ (DEFICIT) EQUIT_2
STOCKHOLDERS’ (DEFICIT) EQUITY (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||
Warrants exercised | 0 | 366,892 |
Number of shares issued | 0 | 0 |
Proceeds from warrants | $ 2,963,658 | |
Warrant Outstanding | 1,573,098 | |
Warrants to purchase | $ 1,573,098 | $ 1,940,740 |
Options Held [Member] | ||
Class of Stock [Line Items] | ||
Anti-dilutive common stock | 9,710 | |
Warrant [Member] | ||
Class of Stock [Line Items] | ||
Anti-dilutive common stock | 9,710 | |
Warrant [Member] | ||
Class of Stock [Line Items] | ||
Options issued to purchase units | 9,710 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Options issued to purchase units | 9,710 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||
Mar. 31, 2023 | Feb. 23, 2023 | Oct. 21, 2022 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | ||||
Redemption amount | $ 2,000,000 | |||
Note Purchase Agreement 2 [Member] | ||||
Subsequent Event [Line Items] | ||||
Redemption amount | $ 2,000,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Redemption amount | $ 2,000,000 | $ 500,000 | ||
Subsequent Event [Member] | Investor [Member] | ||||
Subsequent Event [Line Items] | ||||
Notes payable | $ 813,834 | |||
Subsequent Event [Member] | Note Purchase Agreement 2 [Member] | ||||
Subsequent Event [Line Items] | ||||
Maturity date | Jul. 01, 2024 | |||
Redemption amount | $ 1,000,000 |