Cover
Cover | 9 Months Ended |
Dec. 31, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Nemaura Medical, Inc. |
Entity Central Index Key | 0001602078 |
Entity Primary SIC Number | 3841 |
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 | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10019 |
City Area Code | (646) |
Local Phone Number | 416-8000 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Document Creation Date | Mar. 13, 2023 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 8275 South Eastern Avenue #200 |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89123 |
City Area Code | (702) |
Local Phone Number | 951-9324 |
Contact Personnel Name | Corporate Creations Network Inc. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets: | |||
Cash | $ 7,340,840 | $ 17,749,233 | $ 31,865,371 |
Prepaid expenses and other receivables | 1,217,237 | 750,167 | 1,269,513 |
Accounts receivable - related party | 25,320 | 101,297 | 0 |
Inventory | 2,352,407 | 1,487,771 | 850,622 |
Total current assets | 10,935,804 | 20,088,468 | 33,985,506 |
Other assets: | |||
Property and equipment, net of accumulated depreciation | 581,903 | 532,508 | 202,145 |
Intangible assets, net of accumulated amortization | 1,443,991 | 1,480,980 | 1,055,256 |
Total other assets | 2,025,894 | 2,013,488 | 1,257,401 |
Total assets | 12,961,698 | 22,101,956 | 35,242,907 |
Current liabilities: | |||
Accounts payable | 171,207 | 136,310 | 253,694 |
Liability due to related parties | 0 | 148,795 | |
Other liabilities and accrued expenses | 390,858 | 998,622 | 180,522 |
Foreign currency contract | 1,075,692 | 440,196 | |
Notes payable, current portion | 11,512,711 | 19,188,724 | 5,733,370 |
Deferred revenue | 69,681 | 259,256 | 103,470 |
Total current liabilities | 13,220,149 | 20,582,912 | 6,419,881 |
Notes payable, net of current portion | 8,557,548 | 0 | 19,188,724 |
Deferred revenue, net of current portion | 1,042,710 | 1,052,960 | 1,276,130 |
Total liabilities | 22,820,407 | 21,635,872 | 26,884,735 |
Stockholders’ (deficit) equity: | |||
Common stock, $0.001 par value, 42,000,000 shares authorized and 24,103,196 and 24,102,866 shares issued and outstanding at December 31, 2022 and March 31, 2022 | 24,103 | 24,103 | 22,941 |
Additional paid-in capital | 38,296,198 | 38,295,775 | 32,044,335 |
Accumulated deficit | (47,192,364) | (37,731,476) | (23,844,671) |
Accumulated other comprehensive loss | (986,646) | (122,318) | 135,567 |
Total stockholders’ (deficit) equity | (9,858,709) | 466,084 | 8,358,172 |
Total liabilities and stockholders’ (deficit) equity | $ 12,961,698 | $ 22,101,956 | $ 35,242,907 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 42,000,000 | 42,000,000 | 42,000,000 |
Common stock, shares issued | 24,103,196 | 24,102,866 | 22,941,157 |
Common stock, shares outstanding | 24,103,196 | 24,102,866 | 22,941,157 |
Other liabilities and accrued expenses | $ 390,858 | $ 998,622 | $ 180,522 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||||
Sales | $ 3,017 | $ 183,628 | $ 77,044 | $ 183,628 | $ 503,906 | $ 0 |
Cost of Sales | (2,971) | (172,393) | (75,327) | (172,393) | (344,300) | 0 |
Gross Profit | 46 | 11,235 | 1,717 | 11,235 | 159,606 | 0 |
Operating expenses: | ||||||
Research and development | 393,747 | 412,341 | 980,862 | 987,711 | 1,556,988 | 1,554,603 |
General and administrative | 239,628 | 1,391,278 | 4,329,306 | 4,151,380 | 6,173,049 | 3,032,138 |
Total operating expenses | 633,375 | 1,803,619 | 5,310,168 | 5,139,091 | 7,730,037 | 4,586,741 |
Loss from operations | (633,329) | (1,792,384) | (5,308,451) | (5,127,856) | (7,570,431) | (4,586,741) |
Interest expense | (1,082,949) | (1,639,184) | (4,152,437) | (5,141,701) | (6,666,630) | (2,007,687) |
Loss before income tax benefit | (14,237,061) | (6,594,428) | ||||
Provision for income tax benefit | 350,256 | 335,832 | ||||
Net loss | (1,716,278) | (3,431,568) | (9,460,888) | (10,269,557) | (13,886,805) | (6,258,596) |
Other comprehensive loss: | ||||||
Foreign currency translation adjustment | 556,080 | (25,065) | (864,328) | (142,922) | (257,885) | 472,559 |
Comprehensive loss | $ (1,160,198) | $ (3,456,633) | $ (10,325,216) | $ (10,412,479) | $ (14,144,690) | $ (5,786,037) |
Net loss per share, basic and diluted | $ (0.07) | $ (0.15) | $ (0.39) | $ (0.44) | $ (0.59) | $ (0.28) |
Weighted average number of shares outstanding, basic and diluted | 24,103,196 | 23,313,629 | 24,102,976 | 23,244,345 | 23,383,758 | 22,283,377 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholder's Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Mar. 31, 2020 | $ 20,851 | $ 16,589,272 | $ (17,586,075) | $ (336,992) | $ (1,312,944) |
Beginning Balance, Shares at Mar. 31, 2020 | 20,850,848 | ||||
Shares issued under ATM facility | $ 1,995 | 14,791,484 | 14,793,479 | ||
Shares issued under ATM facility, shares | 1,994,924 | ||||
Exercise of warrants | $ 38 | 400,465 | 400,503 | ||
Exercise of warrants, shares | 38,683 | ||||
Restricted shares issued as stock-based compensation | $ 57 | 263,114 | 263,171 | ||
Restricted shares issued as stock-based compensation, Shares | 56,702 | ||||
Foreign currency translation adjustment | 472,559 | 472,559 | |||
Net loss | (6,258,596) | (6,258,596) | |||
Ending balance, value at Mar. 31, 2021 | $ 22,941 | 32,044,335 | (23,844,671) | 135,567 | 8,358,172 |
Ending Balance, Shares at Mar. 31, 2021 | 22,941,157 | ||||
Shares issued under ATM facility | $ 23 | 114,386 | 114,409 | ||
Shares issued under ATM facility, shares | 22,524 | ||||
Exercise of warrants | $ 367 | 2,963,291 | 2,963,658 | ||
Exercise of warrants, shares | 366,892 | ||||
Foreign currency translation adjustment | (142,922) | (142,922) | |||
Net loss | (10,269,557) | (10,269,557) | |||
Ending balance, value at Dec. 31, 2021 | $ 23,331 | 35,122,012 | (34,114,228) | (7,355) | 1,023,760 |
Ending Balance, Shares at Dec. 31, 2021 | 23,330,573 | ||||
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 | ||||
Shares issued under ATM facility | $ 773 | 3,067,254 | 3,068,027 | ||
Shares issued under ATM facility, shares | 772,524 | ||||
Exercise of warrants | $ 367 | 2,963,291 | 2,963,658 | ||
Exercise of warrants, shares | 366,892 | ||||
Restricted shares issued as stock-based compensation | $ 22 | 87,366 | 87,388 | ||
Restricted shares issued as stock-based compensation, Shares | 22,293 | ||||
Options issued to directors | 133,529 | 133,529 | |||
Foreign currency translation adjustment | (257,885) | (257,885) | |||
Net loss | (13,886,805) | (13,886,805) | |||
Ending balance, value at Mar. 31, 2022 | $ 24,103 | 38,295,775 | (37,731,476) | (122,318) | 466,084 |
Ending Balance, Shares at Mar. 31, 2022 | 24,102,866 | ||||
Beginning balance, value at Sep. 30, 2021 | $ 23,308 | 35,007,626 | (30,682,660) | 17,710 | 4,365,984 |
Beginning Balance, Shares at Sep. 30, 2021 | 23,308,049 | ||||
Shares issued under ATM facility | $ 23 | 114,386 | 114,409 | ||
Shares issued under ATM facility, shares | 22,524 | ||||
Foreign currency translation adjustment | (25,065) | (25,065) | |||
Net loss | (3,431,568) | (3,431,568) | |||
Ending balance, value at Dec. 31, 2021 | $ 23,331 | 35,122,012 | (34,114,228) | (7,355) | 1,023,760 |
Ending Balance, Shares at Dec. 31, 2021 | 23,330,573 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 24,103 | 38,295,775 | (37,731,476) | (122,318) | 466,084 |
Beginning Balance, Shares at Mar. 31, 2022 | 24,102,866 | ||||
Shares issued under ATM facility | 423 | 423 | |||
Shares issued under ATM facility, shares | 330 | ||||
Foreign currency translation adjustment | (864,328) | (864,328) | |||
Net loss | (9,460,888) | (9,460,888) | |||
Ending balance, value at Dec. 31, 2022 | $ 24,103 | 38,296,198 | (47,192,364) | (986,646) | (9,858,709) |
Ending Balance, Shares at Dec. 31, 2022 | 24,103,196 | ||||
Beginning balance, value at Sep. 30, 2022 | $ 24,103 | 38,295,775 | (45,476,086) | (1,542,726) | (8,698,934) |
Beginning Balance, Shares at Sep. 30, 2022 | 24,102,866 | ||||
Shares issued under ATM facility | 423 | 423 | |||
Shares issued under ATM facility, shares | 330 | ||||
Foreign currency translation adjustment | 556,080 | 556,080 | |||
Net loss | (1,716,278) | (1,716,278) | |||
Ending balance, value at Dec. 31, 2022 | $ 24,103 | $ 38,296,198 | $ (47,192,364) | $ (986,646) | $ (9,858,709) |
Ending Balance, Shares at Dec. 31, 2022 | 24,103,196 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholder's Equity (Parenthetical) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of common shares net of costs | $ 50,765 | $ 957,193 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities: | ||||
Net loss | $ (9,460,888) | $ (10,269,557) | $ (13,886,805) | $ (6,258,596) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 268,595 | 139,751 | 229,810 | 98,075 |
Amortization of debt discount | 4,152,437 | 5,141,701 | ||
Change in fair value of foreign currency contract | 635,494 | 199,522 | ||
Accretion of debt discount | 6,666,630 | 2,007,687 | ||
Mark-to-market foreign exchange revaluation | 440,196 | 0 | ||
Stock-based compensation | 220,917 | 113,171 | ||
Changes in assets and liabilities: | ||||
Prepaid expenses and other receivables | 519,346 | (767,050) | ||
Inventory | (864,636) | (533,656) | (637,149) | (564,313) |
Accounts payable | 34,897 | (77,075) | (117,384) | (39,914) |
Due to (from) related parties | 75,977 | (301,387) | ||
Accounts receivable – related party | (250,092) | (681,298) | ||
Other liabilities and accrued expenses | (167,568) | 264,786 | 310,490 | 94,141 |
Deferred revenue | (297,419) | 285,266 | ||
Prepaid expenses and other receivables | (467,070) | 797,155 | ||
Net cash used in operating activities | (6,090,181) | (4,353,494) | (6,504,041) | (5,998,097) |
Cash Flows From Investing Activities: | ||||
Capitalized patent costs | (135,168) | (60,241) | (83,691) | (81,952) |
Purchase of property and equipment | (275,758) | (359,301) | (481,718) | (90,730) |
Capitalized software development costs | (27,879) | (460,466) | (391,073) | (663,758) |
Net cash used in investing activities | (438,805) | (880,008) | (956,482) | (836,440) |
Cash Flows From Financing Activities: | ||||
Proceeds from issuance of common stock | 696 | 118,791 | 3,118,792 | 15,750,672 |
Equity issuance cost paid | (273) | (4,382) | ||
Costs incurred in relation to equity financing | (50,765) | (957,193) | ||
Proceeds from warrant exercise | 0 | 2,963,658 | 2,963,658 | 400,503 |
Proceeds from issuance of notes payable | 4,700,000 | 0 | 0 | 25,000,000 |
Debt issuance costs paid | 0 | (1,525,035) | ||
Repayments of note payable | (7,974,282) | (6,500,000) | (12,400,000) | (600,000) |
Repayments of insurance financing | 0 | (82,555) | ||
Net cash used in financing activities | (3,273,859) | (3,421,933) | (6,368,315) | 37,986,392 |
Effect of exchange rate changes on cash | (605,548) | (163,658) | ||
Net decrease in cash | (10,408,393) | (8,819,093) | ||
Net (decrease) increase in cash | (13,828,838) | 31,151,855 | ||
Effect of exchange rate changes on cash | (287,300) | 607,409 | ||
Cash at beginning of period | 17,749,233 | 31,865,371 | 31,865,371 | 106,107 |
Cash at end of period | 7,340,840 | 23,046,278 | 17,749,233 | 31,865,371 |
Supplemental disclosure of non-cash financing activities: | ||||
Prepayment of equity compensation | 0 | 50,000 | ||
Licenses acquired through stock issuance | 0 | 100,000 | ||
Monitoring fees added to notes payable | $ 2,764,775 | $ 718,661 | ||
Release of prepayment from equity compensation | 0 | 50,000 | ||
Monitoring fees related to notes payable | $ 1,522,372 | $ 0 |
ORGANIZATION, PRINCIPAL ACTIVIT
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS | 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 December 31, 2022: The Company was incorporated in 2013 and has reported recurring losses from operations to date and an accumulated deficit of $ 47,192,364 These operations have resulted in the successful completion of clinical programs to support a CE mark (European Union (“EU”) 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 $ 7,340,840 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, 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. The Company completed a Registered Direct Offering and concurrent Private Placement in January 2023 which has increased cash by $ 7,655,974 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, Financial Accounting Standards Board’s (the “FASB”) 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. | NOTE 1 – ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS 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 one hundred percent (100%) of Dermal Diagnostic (Holdings) Limited, an England and Wales corporation (“DDHL”) formed on December 11, 2013, which in turn owns one hundred percent (100%) of Dermal Diagnostics Limited, an England and Wales corporation formed on January 20, 2009 (“DDL”), and one hundred percent (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 transmitter device with a re-chargeable power source, which is designed to enable trending or tracking of blood glucose levels. All of the Company’s operations and assets are located in England. The following diagram illustrates Nemaura’s corporate structure as of March 31, 2022: The transfer of assets took place on March 5, 2021 and Region Green Limited was formally dissolved as of April 23, 2021. The Company was incorporated in 2013 and has reported recurring losses from operations to date and an accumulated deficit of $ 37,731,476 Going Concern As identified under Item 1A, management is aware of the need to raise additional funds in order to finance the ongoing commercialization of sugarBEAT®. The Company had $ 17,749,233 In evaluating the going concern position of the company, management have 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 believe 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 in a similar way to the UK license agreement sale that help provided early-stage development funding. 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 consolidated financial statements, ASC 205-40 requires that management recognise 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 consolidate 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 | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 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 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 nine- months ended December 31, 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”). Financial statements for foreign subsidiaries are translated into USD using period end exchange rates for assets and liabilities and average exchange rates for each period for revenue, costs and expenses. Reclassification - We have reclassified certain amounts as previously disclosed within the March 31, 2022 consolidated balance sheets to conform to our current period presentation. The reclassification of $ 440,196 (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 March 31, 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 December 31, 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. Fair value of financial instruments In accordance with the FASB ASC 820, “Fair Value Measurements and Disclosures,” the Company determines the fair value of financial instruments with the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 2 Level 3 Intangible Assets The Company’s intangible assets consist of patents relating to the sensor and algorithm that are granted in some territories, and pending still in others. The Company also plans to file further patents as the opportunity arises. The cost of issued patents is capitalized and amortized over the life of the patents which is 20 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 Accounting standard updates issued but not yet added were assessed and determined to be either not applicable or not expected to have a material impact on our unaudited condensed consolidated financial statements. | NOTE 2 – BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of the Company and the Company’s subsidiaries, DDL, TCL, DDHL and RGL. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“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 (“U.S.$”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Revenue recognition The Company has considered the guidelines within the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers To determine revenue recognition for arrangements that an entity determines are within the scope of ASC Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company may enter into product development and other agreements with collaborative partners. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations. Deferred revenue The Company has entered into license agreements and recognizes up front license payments as revenue upon delivery of the license only if the license has stand-alone value to the customer. However, where further performance criteria must be met, revenue is deferred and recognized on a basis that is considered to be appropriate to the conditions associated with the license and over the period the Company is expected to complete these performance obligations. Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the agreement. Research and development expenses The Company charges research and development expenses to operations as incurred. Research and development expenses primarily consist of salaries and related expenses for personnel and outside contractor and consulting services. Other research and development expenses include the costs of materials and supplies used in research and development, prototype manufacturing, clinical studies, related information technology and an allocation of facilities costs. Cash Cash consists primarily of cash deposits maintained in the UK. Fair value of financial instruments In accordance with ASC 820, “Fair Value Measurements and Disclosures,” the Company determines the fair value of financial instruments with the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 2 Level 3 Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally four to five years. This is charged to operating expenses. Intangible assets Intangible assets consist of licenses and patents associated primarily with the sugarBEAT® device and are amortized on a straight-line basis, generally over their legal lives of up to 20 years and are reviewed for impairment. Costs capitalized relate to invoices received from third parties and not any internal costs. The Company evaluates its intangible assets (all have finite lives) and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. The amount of impairment to be recognized for finite and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no Software development costs Capitalization of software development costs incurred in the research and development of new software products and enhancements to existing software products for external use begins when a product’s technological feasibility has been established and ends when the resulting product is available for general market release. Amortization of the capitalized software is classified within product cost of goods sold in the consolidated statements of operations and comprehensive loss. For each capitalized software product, the annual amortization is equal to the greater of: 1. The amount computed using the ratio of software product’s current fiscal year gross revenue bears to the total current fiscal year and anticipated future gross revenues for the product, or 2. The amount computed based on a straight-line method over the remaining estimated economic life of the product, which can be a range between 3 – 8 years. Annually, or more frequently if required by triggering events, an analysis of the net realizable value of the capitalized software is completed and the amount by which unamortized software costs exceeds the net realisable value, if any, is recognized as a charge to income in the period it is determined. Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in first-out basis. At present all inventory relates to raw materials purchased from third parties and to be used in the Company’s product. Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits as part of income tax expense in the consolidated statements of comprehensive loss. The Company does no In December 2017, the U.S. Tax Cuts and Jobs Act was signed into law. Generally, this Act reduces corporate rates from a top rate of 35 21 Earnings (loss) per share Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. For the fiscal year ended March 31, 2022, warrants to purchase 1,573,098 40,000 9,710 9,710 1,939,990 9,710 9,710 Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from those estimates. Foreign currency translation The functional currency of the Company is the GBP, while the reporting currency is the U.S.$. Assets and liabilities are translated at the exchange rates as of the balance sheet date with income and expenses being translated at the weighted-average exchange rates prevailing during the reporting period. Stockholders' equity is translated into U.S.$ from GBP at historical exchange rates. Adjustments resulting from translating the consolidated financial statements into U.S.$ are recorded as a separate component of accumulated other comprehensive loss in stockholders’ equity. 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 GBP, with the remaining portion denominated in USD and a small amount in Euros (“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 EURs. 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, the Company entered into a target accrual redemption forward (“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 our GBP denominated expenses. These fixings allow for $ 250,000 500,000 1.216 1.423 55,000 At March 31, 2022, the Company held a forward contract to sell up to $ 12.5 440,196 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. Retirement benefit plan The Company operates a retirement plan which covers most of our regular employees in the UK and allows them to make contributions. The Company also provides a matching contribution on a portion of the employee contributions. Total expenses incurred under this plan for the fiscal years ended March 31, 2022 and 2021, were approximately $ 24,300 12,100 Stock-based compensation The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur. The Company accounts for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with certain exceptions. Direct costs incurred for equity financing The Company includes all direct costs incurred in connection with successful equity financings as a component of additional paid-in capital. Direct costs incurred for equity financings that are unsuccessful are expensed. Risks and Uncertainties The Company is in the commercialization stage for its primary product, sugarBEAT®, following the receipt of the CE mark covering the EU, with the intention of entering into sales and marketing agreements for the product with prioritization having been initially set for the UK and Germany. Aside from the UK and Germany, the Company considers the U.S.A. to be a primary market for its product offerings, and while uncertainties exist with regards to regulatory acceptance of the Company’s primary product, an FDA PMA application has been submitted and is currently being reviewed; some delays have been experienced as a direct consequence of COVID-19, whereby the application remained dormant with the FDA for a period of 6 months. In the interim, and further to discussions with the FDA, the Company has determined that it may sell an adapted version of the CGM device as a wellbeing device, whereby the Company will gather the data and provide feedback in the form of educational reports providing insights into factors that may be causing glucose fluctuations and therefore how lifestyle interventions may help improve control of the fluctuations. The Company has taken steps to support the commercialization process by increasing raw material inventory over the year in order to support the transition to product manufacturing in relation to sale to the UK Licensee. The Company is also in the process of establishing options to broaden the existing internal manufacturing capabilities with the expectation that it will leverage the manufacturing capacity and capabilities of one or more contract manufacturers as volume increases. Recent 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. |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 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 1.20 1.31 ® device to the Licensee in December 2021 70,000 259,000 | NOTE 4 – 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 with an unrelated third party that granted to the third party 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 1.32 1.38 As the Company has continuing performance obligations under the agreement, the up-front fees received from this agreement have been deferred with the expectation that this deferred revenue would be treated income over the term of the commercial licensing agreement beginning from the date of clinical evaluation approval. The Company received this confirmation during the current fiscal year, along with an initial order against which deliveries commenced in December 2021. At March 31, 2022, approximately $ 107,000 259,256 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT As of March 31, 2022 and 2021, property and equipment is summarized as follows: PROPERTY AND EQUIPMENT March 31, 2022 2021 Property and equipment 806,117 346,500 Less accumulated depreciation (273,609 ) (144,335 ) 532,508 202,145 Depreciation expensed within the consolidated statements of operations and comprehensive loss relating to property and equipment for the years ended March 31, 2022 and 2021 was approximately $ 138,000 69,000 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 - INTANGIBLE ASSETS The following table summarises our intangible assets and capitalized software development costs at March 31, 2022 and 2021: Schedule of Intangible Assets March 31, 2022 2021 ($) Patents and licenses 1,084,081 516,935 Less accumulated amortization (186,927 ) (125,437 ) 897,154 391,498 Software development costs 583,826 663,758 1,480,980 1,055,256 Amortization expensed within the consolidated statements of operations and comprehensive loss relating to intangible assets for the years ended March 31, 2022 and 2021 was approximately $ 92,000 29,000 Assuming a constant currency, the following table represents the estimated amortization for intangible assets relating to patents and licenses for the years ending March 31; no amortization has been estimated for software development as this is considered to be work-in-progress and the final costs are yet to be determined: Schedule of amortization expenses ($) 2023 174,964 2024 173,910 2025 173,857 2026 149,783 2027 98,307 Thereafter 126,333 Total future net intangible amortization expense 897,154 |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 7 – PREPAID EXPENSES Schedule of prepaid expenses and other receivables March 31, 2022 2021 Prepaid expenses 473,799 592,695 Prepaid inventory — 587,493 Other taxes 276,368 89,325 750,167 1,269,513 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 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 16.7 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 16.7 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 were originally 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 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 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 16.7 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 December 31, 2022, long-term debt matures as follows: Schedule of long term debt Notes Payable ($) Within 12 months 11,512,711 Within 24 months 8,557,548 20,070,259 | NOTE 8 – 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 6,015,000 The borrowing period is 24 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 15,000 1,200,000 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 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 March 31, 2022, all outstanding debt in relation to the Note Purchase Agreements is due for repayment within the next 12 months. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 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 nine months ended December 31, 2022 and 2021, and the year ended March 31, 2022. Schedule of related party transactions Nine Months Ended December 31, 2022 (unaudited) Nine Months Ended December 31, 2021 (unaudited) Year Ended March 31, 2022 Due to (from) related parties at beginning of period $ (101,297 ) $ 148,795 $ 148,795 Amounts invoiced by Pharma to DDL 2,833,546 2,114,801 3,245,985 Amounts invoiced by DDL to Pharma (3,159 ) (2,495 ) (2,495 ) Amounts paid by DDL to Pharma (2,785,487 ) (2,316,544 ) (3,492,962 ) Foreign exchange differences 31,077 (97,149 ) (620 ) Due to (from) related parties at end of period $ (25,320 ) $ (152,592 ) $ (101,297 ) | NOTE 9 – RELATED PARTY TRANSACTIONS Nemaura Pharma Limited (“Pharma”), Black and White Health Care Limited (“B&W”) and NDM Technologies Limited (“NDM”) are entities controlled by the Company’s chief executive officer and majority shareholder, D.F.H. Chowdhury. 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 following is a summary of activity between the Company and Pharma, B&W and NDM for the years ended March 31, 2022 and 2021: Schedule of Related Party Transactions March 31, 2022 2021 Liability due to related parties at beginning of year 148,795 830,093 Amounts invoiced by Pharma to DDL, NM and TCL (1) 3,245,985 2,441,108 Amounts invoiced by DDL to Pharma (2,495 ) (17,213 ) Amounts repaid by DDL to Pharma (3,492,962 ) (3,209,084 ) Foreign exchange differences (620 ) 103,891 (Receivable)/Liability due (from) to related parties at end of year (101,297 ) 148,795 (1) These invoiced amounts primarily relate to research and development expenses. All related party transactions relate to operating activities in the years ended March 31, 2022 and 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES The Company and its subsidiaries file separate income tax returns. United States of America The Company is incorporated in the U.S. and is subject to a U.S. federal corporate income tax rate of 21 British Virgin Islands RGL was incorporated in the British Virgin Islands (“BVI”). Under the current laws of the BVI, RGL was not subject to tax on income or capital gains. In addition, upon payments of dividends by RGL, no BVI withholding tax was imposed. During the years ended March 31, 2022 and 2021, there were no income or expenses in the BVI; RGL was formally dissolved as of April 23, 2021. UK DDL, TCL and DDHL are all incorporated in the UK and the applicable UK statutory income tax rate for these companies is 19 For the fiscal years ended March 31, 2022 and 2021 loss before income tax benefit arose in the UK and U.S. as follows: Schedule of loss before Income Tax, Domestic and Foreign March 31, 2022 2021 $ $ Loss before income taxes arising in UK (11,716,916 ) (5,030,204 ) Loss before income taxes arising in U.S. (2,520,145 ) (1,564,224 ) Total loss before income tax benefit (14,237,061 ) (6,594,428 ) Reconciliation of our effective tax rate to the loss calculated at the statutory U.S. federal tax rate is as follows: Reconciliation of effective tax rate March 31, 2022 2021 $ $ Loss before income taxes (14,237,061 ) (6,594,428 ) Expected tax benefit (2,989,783 ) ( 21 (1,384,830 ) ( 21 Foreign tax differential 234,338 2% 100,604 2% Enhanced research and development (463,591 ) (3%) (259,861 ) (4%) Prior year true-up of NOL’s 2,401,930 17% — — Other 74,579 1% 20,226 — Change in valuation allowance 742,527 5% 1,523,861 23% R&D credit received 350,256 2% 335,832 5% Actual income tax benefit 350,256 2% 335,832 5% The tax effects of the temporary differences that give rise to significant portions of deferred income tax assets are presented below: Schedule of deferred income tax assets March 31, 2022 2021 $ $ Net operating tax loss carried forward 6,671,000 5,204,000 Research and development enhancement 335,000 1,057,000 Other items (335,000 ) (333,000 ) Valuation allowance (6,671,000 ) (5,928,000 ) Net deferred tax assets — — In the fiscal year ended March 31, 2022, the Company received $ 350,256 335,832 For each of the fiscal years ended March 31, 2022 and 2021, the Company did not have unrecognized tax benefits, and therefore no interest or penalties related to unrecognized tax benefits were accrued. Management does not expect that the amount of unrecognized tax benefits will change significantly within the next twelve months. The Company mainly files income tax returns in the U.S. and the UK. The Company is subject to U.S. federal income tax examination by tax authorities for tax years beginning in 2017. The UK tax returns for the Company’s UK subsidiaries are open to examination by the UK tax authorities for the tax years beginning April 1, 2016. As of March 31, 2022, the Company has net operating losses (“NOLs”) of approximately $ 8,351,000 25,879,000 1,762,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ (DEFICIT) EQUITY During the three month period ended December 31, 2022, shares were sold under the ATM Equity Distribution Agreement in place with H.C. Wainwright & Co., for total gross proceeds of $ 696 273 No During the nine month period ended December 31, 2021, 366,892 2,963,658 1,573,098 22,524 118,791 4,382 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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in Dollars, except Share Amounts) (in Dollars, except Share Amounts) Net loss attributable to common stockholders (1,716,278 ) (3,431,568 ) (9,460,888 ) (10,269,557 ) Weighted average basic and diluted shares outstanding 24,103,196 23,313,629 24,102,976 23,244,345 Basic and diluted loss per share: (0.07 ) (0.15 ) (0.39 ) (0.44 ) 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 nine month periods ended December 31, 2022, warrants to purchase 1,573,098 9,710 9,710 1,573,098 9,710 9,710 | NOTE 11 – STOCKHOLDERS’ EQUITY Shelf Registration Statement The Company filed a shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on March 24, 2022 (the “2022 Shelf Registration Statement”). The 2022 Shelf Registration Statement provides the Company with the ability to issue common stock and other securities as described in the registration statement from time to time up to an aggregate amount of $ 224,634,031 Other equity transactions On July 23, 2021, the Company entered into an At The Market Offering Agreement (the “2021 ATM”) with H.C. Wainwright & Co., LLC (the “Agent”) pursuant to which the Company may offer and sell from time to time to, at its option, up to an aggregate of $100 million of shares of its common stock. Shares sold under the 2021 ATM are issued pursuant to the Company’s 2019 Shelf Registration Statement and a prospectus supplement dated July 23, 2021. The Company is required to pay the Agent a commission of 3% of the gross proceeds from the sale of shares and has also agreed to provide the Agent with customary indemnification rights. During the year ended March 31, 2022, the Company issued and sold 397,524 4.07 1.6 During the fourth quarter of the fiscal year ended March 31, 2022, the Company was approached by Tiger Management L.L.C. (a vehicle for the family office of Julian H. Robertson) with a view to acquiring a direct stake in the Company. The Company agreed to sell 750,000 4 3 The Company commenced an offering of up to $ 20,000,000 408,718 4,250,676 127,520 On December 18, 2018, the Company issued a unit purchase option, to purchase 9,710 9,710 13.00 On December 20, 2018, the Company sold 194,206 5 10.40 10.40 2,019,743 1,691,541 328,302 58,569 609,118 135,753 On July 30, 2020, the Company sold 1,586,206 11.5 10.7 8.00 58,569 2,846,064 437,345 Stock options On January 28, 2022, the Board of Directors granted to each of the directors, an option to purchase 8,000 3.98 The following table provides a summary of the Options Award activity is presented below: Schedule of stock options Number of Options Weighted Average Exercise Price $ Weight Average remaining Contractual Term (years) Balance at April 1, 2021 — — Granted 40,000 3.98 Exercised — — Forfeited — — Expired — — Balance at March 31, 2022 40,000 3.98 4.83 Vested and exercisable at March 31, 2022 40,000 3.98 4.83 The fair value of stock options granted during the fiscal year ended March 31, 2022 was determined using a Black-Scholes Option Pricing Model (there were no options granted as at April 1, 2021). The key assumptions for which have been set-out below: Schedule of assumptions for stock options Stock Price $ 3.98 Exercise Price $ 3.98 Term 5 Volatility 122.52 % Expected dividend yield (%) — Discount Rate (Bond Equivalent Yield) 2.28 % |
OTHER ITEMS
OTHER ITEMS | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 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. | NOTE 12 – 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 global outbreak of COVID-19 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, to date, 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 and patient self-monitoring, which therefore potentially enhances the prospects for the likes of the Company and its CGM product and planned digital healthcare offering. Whilst restrictions associated with COVID-19 have largely been removed in our operational locations, we will continue to assess the situation, including abiding by any government-imposed restrictions, as and where relevant. (b) 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 fiscal year ended March 31, 2022, the Company extended the contractual agreement that it had entered into in the year ended March 31, 2021, into a rolling monthly agreement, compensation for which was settled in cash. Stock-based compensation of $ 50,000 During the fiscal year ended March 31, 2021, the Company entered into a contractual agreement with a new investor relations company, the term of which was set at 12 months with the related compensation being paid via a mixture of cash and common stock. Total stock-based compensation expense for the year ended March 31, 2021, in relation to this was $ 50,000 59,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 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 February 23, 2023, the date these financial statements were available to be issued. The Company commenced a Registered Direct Offering and concurrent Private Placement on January 27, 2023 with two healthcare-focused U.S. institutional investors to sell 4,796,206 4,796,206 1.75 2.00 5.5 8.4 7,655,974 | NOTE 13 – SUBSEQUENT EVENTS At The Market Offering The At The Market Offering Agreement, or the sales agreement, that was entered into with H.C. Wainwright & Co., LLC, or the sales agent or Wainwright, dated as of July 23, 2021 was amended as of April 1, 2022, relating to the offer and sale of shares of our common stock. In accordance with the terms of the sales agreement, we may offer and sell up to a maximum aggregate amount of $ 3,000,000 Note Purchase Agreement 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 The borrowing period is 24 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. |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 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 December 31, 2022: The Company was incorporated in 2013 and has reported recurring losses from operations to date and an accumulated deficit of $ 47,192,364 These operations have resulted in the successful completion of clinical programs to support a CE mark (European Union (“EU”) 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 $ 7,340,840 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, 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. The Company completed a Registered Direct Offering and concurrent Private Placement in January 2023 which has increased cash by $ 7,655,974 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, Financial Accounting Standards Board’s (the “FASB”) 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. | NOTE 1 – ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS 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 one hundred percent (100%) of Dermal Diagnostic (Holdings) Limited, an England and Wales corporation (“DDHL”) formed on December 11, 2013, which in turn owns one hundred percent (100%) of Dermal Diagnostics Limited, an England and Wales corporation formed on January 20, 2009 (“DDL”), and one hundred percent (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 transmitter device with a re-chargeable power source, which is designed to enable trending or tracking of blood glucose levels. All of the Company’s operations and assets are located in England. The following diagram illustrates Nemaura’s corporate structure as of March 31, 2022: The transfer of assets took place on March 5, 2021 and Region Green Limited was formally dissolved as of April 23, 2021. The Company was incorporated in 2013 and has reported recurring losses from operations to date and an accumulated deficit of $ 37,731,476 Going Concern As identified under Item 1A, management is aware of the need to raise additional funds in order to finance the ongoing commercialization of sugarBEAT®. The Company had $ 17,749,233 In evaluating the going concern position of the company, management have 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 believe 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 in a similar way to the UK license agreement sale that help provided early-stage development funding. 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 consolidated financial statements, ASC 205-40 requires that management recognise 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 consolidate 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. |
STOCKHOLDERS_ (DEFICIT) EQUITY
STOCKHOLDERS’ (DEFICIT) EQUITY | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS’ (DEFICIT) EQUITY | NOTE 6 – STOCKHOLDERS’ (DEFICIT) EQUITY During the three month period ended December 31, 2022, shares were sold under the ATM Equity Distribution Agreement in place with H.C. Wainwright & Co., for total gross proceeds of $ 696 273 No During the nine month period ended December 31, 2021, 366,892 2,963,658 1,573,098 22,524 118,791 4,382 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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in Dollars, except Share Amounts) (in Dollars, except Share Amounts) Net loss attributable to common stockholders (1,716,278 ) (3,431,568 ) (9,460,888 ) (10,269,557 ) Weighted average basic and diluted shares outstanding 24,103,196 23,313,629 24,102,976 23,244,345 Basic and diluted loss per share: (0.07 ) (0.15 ) (0.39 ) (0.44 ) 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 nine month periods ended December 31, 2022, warrants to purchase 1,573,098 9,710 9,710 1,573,098 9,710 9,710 | NOTE 11 – STOCKHOLDERS’ EQUITY Shelf Registration Statement The Company filed a shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on March 24, 2022 (the “2022 Shelf Registration Statement”). The 2022 Shelf Registration Statement provides the Company with the ability to issue common stock and other securities as described in the registration statement from time to time up to an aggregate amount of $ 224,634,031 Other equity transactions On July 23, 2021, the Company entered into an At The Market Offering Agreement (the “2021 ATM”) with H.C. Wainwright & Co., LLC (the “Agent”) pursuant to which the Company may offer and sell from time to time to, at its option, up to an aggregate of $100 million of shares of its common stock. Shares sold under the 2021 ATM are issued pursuant to the Company’s 2019 Shelf Registration Statement and a prospectus supplement dated July 23, 2021. The Company is required to pay the Agent a commission of 3% of the gross proceeds from the sale of shares and has also agreed to provide the Agent with customary indemnification rights. During the year ended March 31, 2022, the Company issued and sold 397,524 4.07 1.6 During the fourth quarter of the fiscal year ended March 31, 2022, the Company was approached by Tiger Management L.L.C. (a vehicle for the family office of Julian H. Robertson) with a view to acquiring a direct stake in the Company. The Company agreed to sell 750,000 4 3 The Company commenced an offering of up to $ 20,000,000 408,718 4,250,676 127,520 On December 18, 2018, the Company issued a unit purchase option, to purchase 9,710 9,710 13.00 On December 20, 2018, the Company sold 194,206 5 10.40 10.40 2,019,743 1,691,541 328,302 58,569 609,118 135,753 On July 30, 2020, the Company sold 1,586,206 11.5 10.7 8.00 58,569 2,846,064 437,345 Stock options On January 28, 2022, the Board of Directors granted to each of the directors, an option to purchase 8,000 3.98 The following table provides a summary of the Options Award activity is presented below: Schedule of stock options Number of Options Weighted Average Exercise Price $ Weight Average remaining Contractual Term (years) Balance at April 1, 2021 — — Granted 40,000 3.98 Exercised — — Forfeited — — Expired — — Balance at March 31, 2022 40,000 3.98 4.83 Vested and exercisable at March 31, 2022 40,000 3.98 4.83 The fair value of stock options granted during the fiscal year ended March 31, 2022 was determined using a Black-Scholes Option Pricing Model (there were no options granted as at April 1, 2021). The key assumptions for which have been set-out below: Schedule of assumptions for stock options Stock Price $ 3.98 Exercise Price $ 3.98 Term 5 Volatility 122.52 % Expected dividend yield (%) — Discount Rate (Bond Equivalent Yield) 2.28 % |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
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. | Revenue recognition The Company has considered the guidelines within the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers To determine revenue recognition for arrangements that an entity determines are within the scope of ASC Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company may enter into product development and other agreements with collaborative partners. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations. |
Deferred revenue | Deferred revenue The Company has entered into license agreements and recognizes up front license payments as revenue upon delivery of the license only if the license has stand-alone value to the customer. However, where further performance criteria must be met, revenue is deferred and recognized on a basis that is considered to be appropriate to the conditions associated with the license and over the period the Company is expected to complete these performance obligations. Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the agreement. | |
Research and development expenses | Research and development expenses The Company charges research and development expenses to operations as incurred. Research and development expenses primarily consist of salaries and related expenses for personnel and outside contractor and consulting services. Other research and development expenses include the costs of materials and supplies used in research and development, prototype manufacturing, clinical studies, related information technology and an allocation of facilities costs. | |
Cash | 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 December 31, 2022 and March 31, 2022, the Company had no | Cash Cash consists primarily of cash deposits maintained in the UK. |
Fair value of financial instruments | Fair value of financial instruments In accordance with ASC 820, “Fair Value Measurements and Disclosures,” the Company determines the fair value of financial instruments with the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 2 Level 3 | |
Property and equipment | Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally four to five years. This is charged to operating expenses. | |
Intangible assets | Intangible Assets The Company’s intangible assets consist of patents relating to the sensor and algorithm that are granted in some territories, and pending still in others. The Company also plans to file further patents as the opportunity arises. The cost of issued patents is capitalized and amortized over the life of the patents which is 20 | Intangible assets Intangible assets consist of licenses and patents associated primarily with the sugarBEAT® device and are amortized on a straight-line basis, generally over their legal lives of up to 20 years and are reviewed for impairment. Costs capitalized relate to invoices received from third parties and not any internal costs. The Company evaluates its intangible assets (all have finite lives) and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. The amount of impairment to be recognized for finite and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no |
Software development costs | Software development costs Capitalization of software development costs incurred in the research and development of new software products and enhancements to existing software products for external use begins when a product’s technological feasibility has been established and ends when the resulting product is available for general market release. Amortization of the capitalized software is classified within product cost of goods sold in the consolidated statements of operations and comprehensive loss. For each capitalized software product, the annual amortization is equal to the greater of: 1. The amount computed using the ratio of software product’s current fiscal year gross revenue bears to the total current fiscal year and anticipated future gross revenues for the product, or 2. The amount computed based on a straight-line method over the remaining estimated economic life of the product, which can be a range between 3 – 8 years. Annually, or more frequently if required by triggering events, an analysis of the net realizable value of the capitalized software is completed and the amount by which unamortized software costs exceeds the net realisable value, if any, is recognized as a charge to income in the period it is determined. | |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in first-out basis. At present all inventory relates to raw materials purchased from third parties and to be used in the Company’s product. | |
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. | Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits as part of income tax expense in the consolidated statements of comprehensive loss. The Company does no In December 2017, the U.S. Tax Cuts and Jobs Act was signed into law. Generally, this Act reduces corporate rates from a top rate of 35 21 |
Earnings (loss) per share | Earnings (loss) per share Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. For the fiscal year ended March 31, 2022, warrants to purchase 1,573,098 40,000 9,710 9,710 1,939,990 9,710 9,710 | |
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 March 31, 2022 Form 10-K. | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from those estimates. |
Foreign currency translation | Foreign currency translation The functional currency of the Company is the GBP, while the reporting currency is the U.S.$. Assets and liabilities are translated at the exchange rates as of the balance sheet date with income and expenses being translated at the weighted-average exchange rates prevailing during the reporting period. Stockholders' equity is translated into U.S.$ from GBP at historical exchange rates. Adjustments resulting from translating the consolidated financial statements into U.S.$ are recorded as a separate component of accumulated other comprehensive loss in stockholders’ equity. | |
Derivative Financial Instruments | 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 GBP, with the remaining portion denominated in USD and a small amount in Euros (“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 EURs. 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, the Company entered into a target accrual redemption forward (“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 our GBP denominated expenses. These fixings allow for $ 250,000 500,000 1.216 1.423 55,000 At March 31, 2022, the Company held a forward contract to sell up to $ 12.5 440,196 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. | |
Retirement benefit plan | Retirement benefit plan The Company operates a retirement plan which covers most of our regular employees in the UK and allows them to make contributions. The Company also provides a matching contribution on a portion of the employee contributions. Total expenses incurred under this plan for the fiscal years ended March 31, 2022 and 2021, were approximately $ 24,300 12,100 | |
Stock-based compensation | Stock-based compensation The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur. The Company accounts for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with certain exceptions. | |
Direct costs incurred for equity financing | Direct costs incurred for equity financing The Company includes all direct costs incurred in connection with successful equity financings as a component of additional paid-in capital. Direct costs incurred for equity financings that are unsuccessful are expensed. | |
Risks and Uncertainties | Risks and Uncertainties The Company is in the commercialization stage for its primary product, sugarBEAT®, following the receipt of the CE mark covering the EU, with the intention of entering into sales and marketing agreements for the product with prioritization having been initially set for the UK and Germany. Aside from the UK and Germany, the Company considers the U.S.A. to be a primary market for its product offerings, and while uncertainties exist with regards to regulatory acceptance of the Company’s primary product, an FDA PMA application has been submitted and is currently being reviewed; some delays have been experienced as a direct consequence of COVID-19, whereby the application remained dormant with the FDA for a period of 6 months. In the interim, and further to discussions with the FDA, the Company has determined that it may sell an adapted version of the CGM device as a wellbeing device, whereby the Company will gather the data and provide feedback in the form of educational reports providing insights into factors that may be causing glucose fluctuations and therefore how lifestyle interventions may help improve control of the fluctuations. The Company has taken steps to support the commercialization process by increasing raw material inventory over the year in order to support the transition to product manufacturing in relation to sale to the UK Licensee. The Company is also in the process of establishing options to broaden the existing internal manufacturing capabilities with the expectation that it will leverage the manufacturing capacity and capabilities of one or more contract manufacturers as volume increases. | |
Recent accounting pronouncements | (c) Recently adopted accounting pronouncements Accounting standard updates issued but not yet added were assessed and determined to be either not applicable or not expected to have a material impact on our unaudited condensed consolidated financial statements. | Recent 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. |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Policies) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 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 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 nine- months ended December 31, 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”). Financial statements for foreign subsidiaries are translated into USD using period end exchange rates for assets and liabilities and average exchange rates for each period for revenue, costs and expenses. Reclassification - We have reclassified certain amounts as previously disclosed within the March 31, 2022 consolidated balance sheets to conform to our current period presentation. The reclassification of $ 440,196 (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 March 31, 2022 Form 10-K. | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from those estimates. |
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 December 31, 2022 and March 31, 2022, the Company had no | Cash Cash consists primarily of cash deposits maintained in the UK. |
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. | Revenue recognition The Company has considered the guidelines within the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers To determine revenue recognition for arrangements that an entity determines are within the scope of ASC Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company may enter into product development and other agreements with collaborative partners. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations. |
Fair value of financial instruments | Fair value of financial instruments In accordance with the FASB ASC 820, “Fair Value Measurements and Disclosures,” the Company determines the fair value of financial instruments with the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 2 Level 3 | |
Intangible Assets | Intangible Assets The Company’s intangible assets consist of patents relating to the sensor and algorithm that are granted in some territories, and pending still in others. The Company also plans to file further patents as the opportunity arises. The cost of issued patents is capitalized and amortized over the life of the patents which is 20 | Intangible assets Intangible assets consist of licenses and patents associated primarily with the sugarBEAT® device and are amortized on a straight-line basis, generally over their legal lives of up to 20 years and are reviewed for impairment. Costs capitalized relate to invoices received from third parties and not any internal costs. The Company evaluates its intangible assets (all have finite lives) and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. The amount of impairment to be recognized for finite and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no |
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. | Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits as part of income tax expense in the consolidated statements of comprehensive loss. The Company does no In December 2017, the U.S. Tax Cuts and Jobs Act was signed into law. Generally, this Act reduces corporate rates from a top rate of 35 21 |
Recently adopted accounting pronouncements | (c) Recently adopted accounting pronouncements Accounting standard updates issued but not yet added were assessed and determined to be either not applicable or not expected to have a material impact on our unaudited condensed consolidated financial statements. | Recent 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. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT March 31, 2022 2021 Property and equipment 806,117 346,500 Less accumulated depreciation (273,609 ) (144,335 ) 532,508 202,145 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets March 31, 2022 2021 ($) Patents and licenses 1,084,081 516,935 Less accumulated amortization (186,927 ) (125,437 ) 897,154 391,498 Software development costs 583,826 663,758 1,480,980 1,055,256 |
Schedule of amortization expenses | Schedule of amortization expenses ($) 2023 174,964 2024 173,910 2025 173,857 2026 149,783 2027 98,307 Thereafter 126,333 Total future net intangible amortization expense 897,154 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses | |
Schedule of prepaid expenses and other receivables | Schedule of prepaid expenses and other receivables March 31, 2022 2021 Prepaid expenses 473,799 592,695 Prepaid inventory — 587,493 Other taxes 276,368 89,325 750,167 1,269,513 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Schedule of related party transactions | Schedule of related party transactions Nine Months Ended December 31, 2022 (unaudited) Nine Months Ended December 31, 2021 (unaudited) Year Ended March 31, 2022 Due to (from) related parties at beginning of period $ (101,297 ) $ 148,795 $ 148,795 Amounts invoiced by Pharma to DDL 2,833,546 2,114,801 3,245,985 Amounts invoiced by DDL to Pharma (3,159 ) (2,495 ) (2,495 ) Amounts paid by DDL to Pharma (2,785,487 ) (2,316,544 ) (3,492,962 ) Foreign exchange differences 31,077 (97,149 ) (620 ) Due to (from) related parties at end of period $ (25,320 ) $ (152,592 ) $ (101,297 ) | Schedule of Related Party Transactions March 31, 2022 2021 Liability due to related parties at beginning of year 148,795 830,093 Amounts invoiced by Pharma to DDL, NM and TCL (1) 3,245,985 2,441,108 Amounts invoiced by DDL to Pharma (2,495 ) (17,213 ) Amounts repaid by DDL to Pharma (3,492,962 ) (3,209,084 ) Foreign exchange differences (620 ) 103,891 (Receivable)/Liability due (from) to related parties at end of year (101,297 ) 148,795 (1) These invoiced amounts primarily relate to research and development expenses. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before Income Tax, Domestic and Foreign | Schedule of loss before Income Tax, Domestic and Foreign March 31, 2022 2021 $ $ Loss before income taxes arising in UK (11,716,916 ) (5,030,204 ) Loss before income taxes arising in U.S. (2,520,145 ) (1,564,224 ) Total loss before income tax benefit (14,237,061 ) (6,594,428 ) |
Reconciliation of effective tax rate | Reconciliation of effective tax rate March 31, 2022 2021 $ $ Loss before income taxes (14,237,061 ) (6,594,428 ) Expected tax benefit (2,989,783 ) ( 21 (1,384,830 ) ( 21 Foreign tax differential 234,338 2% 100,604 2% Enhanced research and development (463,591 ) (3%) (259,861 ) (4%) Prior year true-up of NOL’s 2,401,930 17% — — Other 74,579 1% 20,226 — Change in valuation allowance 742,527 5% 1,523,861 23% R&D credit received 350,256 2% 335,832 5% Actual income tax benefit 350,256 2% 335,832 5% |
Schedule of deferred income tax assets | Schedule of deferred income tax assets March 31, 2022 2021 $ $ Net operating tax loss carried forward 6,671,000 5,204,000 Research and development enhancement 335,000 1,057,000 Other items (335,000 ) (333,000 ) Valuation allowance (6,671,000 ) (5,928,000 ) Net deferred tax assets — — |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of stock options | Schedule of stock options Number of Options Weighted Average Exercise Price $ Weight Average remaining Contractual Term (years) Balance at April 1, 2021 — — Granted 40,000 3.98 Exercised — — Forfeited — — Expired — — Balance at March 31, 2022 40,000 3.98 4.83 Vested and exercisable at March 31, 2022 40,000 3.98 4.83 |
Schedule of assumptions for stock options | Schedule of assumptions for stock options Stock Price $ 3.98 Exercise Price $ 3.98 Term 5 Volatility 122.52 % Expected dividend yield (%) — Discount Rate (Bond Equivalent Yield) 2.28 % |
ORGANIZATION AND PRINCIPAL AC_3
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of long term debt | Schedule of long term debt Notes Payable ($) Within 12 months 11,512,711 Within 24 months 8,557,548 20,070,259 |
STOCKHOLDERS_ (DEFICIT) EQUITY
STOCKHOLDERS’ (DEFICIT) EQUITY (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of earnings (loss) per share | Schedule of earnings (loss) per share Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in Dollars, except Share Amounts) (in Dollars, except Share Amounts) Net loss attributable to common stockholders (1,716,278 ) (3,431,568 ) (9,460,888 ) (10,269,557 ) Weighted average basic and diluted shares outstanding 24,103,196 23,313,629 24,102,976 23,244,345 Basic and diluted loss per share: (0.07 ) (0.15 ) (0.39 ) (0.44 ) |
ORGANIZATION, PRINCIPAL ACTIV_2
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS (Details Narrative) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Accounting Policies [Abstract] | |||
Accumulated deficit | $ 47,192,364 | $ 37,731,476 | $ 23,844,671 |
Cash | $ 7,340,840 | $ 17,749,233 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | May 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Impairment charges | $ 0 | $ 0 | ||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Effective income tax rate | 21% | 35% | ||
Converted debt | $ 250,000 | |||
Contractual obligation | 500,000 | |||
Convertible fixed rate | $ 1.423 | $ 1.216 | ||
Utilization of capital | 55,000 | |||
Other comprehensive loss | $ 440,196 | |||
Retirement benefit plan expenses | $ 24,300 | $ 12,100 | ||
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common stock | 1,573,098 | 1,939,990 | ||
Options Held [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common stock | 40,000 | 9,710 | ||
Option One [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common stock | 9,710 | |||
Warrants One [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common stock | 9,710 | 9,710 | ||
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) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2014 GBP (£) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Non-refundable, upfront cash payment | $ 1,320,000 | $ 1,380,000 | £ 1,000,000 | |
Deferred revenue | 107,000 | |||
Deferred revenue current | $ 69,681 | 259,256 | $ 103,470 | |
Deferred revenue | 70,000 | 259,000 | ||
Marketing Rights Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Non-refundable, upfront cash payment | $ 1,200,000 | $ 1,310,000 | £ 1,000,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Property, Plant and Equipment [Abstract] | |||
Fixtures and fittings | $ 806,117 | $ 346,500 | |
Less accumulated depreciation | (273,609) | (144,335) | |
Property and equipment, net | $ 581,903 | $ 532,508 | $ 202,145 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 138,000 | $ 69,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Patents and licenses | $ 1,084,081 | $ 516,935 | |
Less accumulated amortization | (186,927) | (125,437) | |
Intangible assets, gross | 897,154 | 391,498 | |
Software development costs | 583,826 | 663,758 | |
Intangible assets | $ 1,443,991 | $ 1,480,980 | $ 1,055,256 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 174,964 | |
2024 | 173,910 | |
2025 | 173,857 | |
2026 | 149,783 | |
2027 | 98,307 | |
Thereafter | 126,333 | |
Total future net intangible amortization expense | $ 897,154 | $ 391,498 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense related to intangible assets | $ 92,000 | $ 29,000 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Prepaid Expenses | |||
Prepaid expenses and other receivables | $ 1,217,237 | $ 750,167 | $ 1,269,513 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Feb. 09, 2021 | Feb. 08, 2021 | Mar. 31, 2023 | Feb. 23, 2023 | Oct. 21, 2022 | Jun. 30, 2022 | May 20, 2022 | Apr. 15, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||||||
Proceeds from note payable | $ 4,700,000 | $ 0 | $ 0 | $ 25,000,000 | ||||||||
Agreed to pay | $ 15,000 | |||||||||||
Redemption amount | $ 2,000,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 6,015,000 | |||||||||||
Original issue discount | 1,000,000 | |||||||||||
Legal fees | $ 15,000 | |||||||||||
Term | 24 months | |||||||||||
Monitoring fee, percentage | 0.833% | |||||||||||
Purchase Price | $ 5,000,000 | |||||||||||
Redemption amount | $ 2,000,000 | $ 500,000 | ||||||||||
Ascendiant Capital Partners L L C [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commission expenses | 1,200,000 | |||||||||||
Secured Note [Member] | Subsequent Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Purchase Price | 4,700,000 | |||||||||||
Investor [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable | $ 813,834 | |||||||||||
Note Purchase Agreement [Member] | Investor [Member] | Secured Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 6,015,000 | |||||||||||
Amount paid in cash | 1,000,000 | |||||||||||
Original issue discount | 1,000,000 | |||||||||||
Legal fees | 15,000 | |||||||||||
Commission expense | 325,000 | |||||||||||
Proceeds from note payable | $ 4,675,000 | |||||||||||
Term | 24 months | |||||||||||
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] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | Jul. 01, 2024 | |||||||||||
Redemption amount | $ 2,000,000 | |||||||||||
Note Purchase Agreement 2 [Member] | Subsequent Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption amount | $ 1,000,000 | |||||||||||
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 | 1,200,000 | ||||||||||
Proceeds from note payable | $ 18,800,000 | $ 18,800,000 | ||||||||||
Term | 24 months | |||||||||||
Monitoring fee, percentage | 0.833% | 0.833% | ||||||||||
Interest rate | 16.70% | |||||||||||
Transaction expenses | $ 15,000 | |||||||||||
Purchase Price | $ 20,000,000 | $ 20,000,000 | ||||||||||
Note Purchase Agreement 1 [Member] | Investor [Member] | Secured Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 16.70% | |||||||||||
Note Purchase Agreement 3 [Member] | Investor [Member] | Secured Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | 6,015,000 | |||||||||||
Amount paid in cash | 5,000,000 | |||||||||||
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% | |||||||||||
Interest rate | 16.70% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Related Party Transactions [Abstract] | |||||
Liability due to related parties at beginning of year | $ (101,297) | $ 148,795 | $ 148,795 | $ 830,093 | |
Amounts invoiced by Pharma to DDL, NM and TCL | [1] | 3,245,985 | 2,441,108 | ||
Amounts invoiced by DDL to Pharma | (3,159) | (2,495) | (2,495) | (17,213) | |
Amounts paid by DDL to Pharma | (2,785,487) | (2,316,544) | (3,492,962) | (3,209,084) | |
Foreign exchange differences | 31,077 | (97,149) | (620) | 103,891 | |
(Receivable)/Liability due (from) to related parties at end of year | (101,297) | $ 148,795 | |||
Amounts due to related parties at beginning of period | (101,297) | 148,795 | 148,795 | ||
Amounts invoiced by Pharma to DDL | 2,833,546 | 2,114,801 | 3,245,985 | ||
Amounts due from / to related parties at end of period | $ (25,320) | $ (152,592) | $ (101,297) | ||
[1]These invoiced amounts primarily relate to research and development expenses. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes arising in UK | $ (11,716,916) | $ (5,030,204) |
Loss before income taxes arising in U.S. | (2,520,145) | (1,564,224) |
Total loss before income tax benefit | $ (14,237,061) | $ (6,594,428) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (14,237,061) | $ (6,594,428) |
Expected tax benefit | $ (2,989,783) | $ (1,384,830) |
Expected tax benefit, Percentage | 21% | 21% |
Foreign tax differential | $ 234,338 | $ 100,604 |
Foreign tax differential, Percentage | 2% | 2% |
Enhanced research and development | $ (463,591) | $ (259,861) |
Enhanced research and development, Percentage | (3.00%) | (4.00%) |
Prior year true up of nol | $ 2,401,930 | $ 0 |
Prior year true up of nol, Percentage | 17% | 0% |
Other | $ 74,579 | $ 20,226 |
Other, Percentage | 1% | 0% |
Change in valuation allowance | $ 742,527 | $ 1,523,861 |
Change in valuation allowance, Percentage | 5% | 23% |
R&D credit received | $ 350,256 | $ 335,832 |
R&D credit received, Percentage | 2% | 5% |
Actual income tax benefit | $ 350,256 | $ 335,832 |
Income tax benefit, Percentage | 2% | 5% |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating tax loss carried forward | $ 6,671,000 | $ 5,204,000 |
Research and development enhancement | 335,000 | 1,057,000 |
Other items | (335,000) | (333,000) |
Valuation allowance | (6,671,000) | (5,928,000) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income tax rate | 21% | 21% |
HMRC tax credit | $ 350,256 | |
Research and development | $ 463,591 | $ 259,861 |
UNITED STATES | ||
Income tax rate | 21% | 21% |
Net operating losses | $ 8,351,000 | |
UNITED KINGDOM | ||
Income tax rate | 19% | 19% |
Tax credits | $ 335,832 | |
Net operating losses | 25,879,000 | |
Research and development | $ 1,762,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Equity Option [Member] | 12 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Offsetting Assets [Line Items] | |
Number of Options, Outstanding beginning | shares | |
Weighted Average Exercise Price, Outstanding beginning | $ / shares | $ 0 |
Number of Options, Granted | shares | 40,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 3.98 |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0 |
Number of Options, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 0 |
Number of Options, Expired | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0 |
Number of Options, Outstanding ending | shares | 40,000 |
Weighted Average Exercise Price, Outstanding ending | $ / shares | $ 3.98 |
Weight Average remaining Contractual Term (years) | 4 years 9 months 29 days |
Number of Options, Vested and exercisable | shares | 40,000 |
Weighted Average Exercise Price, Vested and exercisable | $ / shares | $ 3.98 |
Weight Average remaining Contractual Term (years), Vested and exercisable | 4 years 9 months 29 days |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) | 12 Months Ended |
Mar. 31, 2022 $ / shares | |
Equity [Abstract] | |
Stock Price | $ 3.98 |
Exercise Price | $ 3.98 |
Term | 5 years |
Volatility | 122.52% |
Expected dividend yield | 0% |
Discount Rate (Bond Equivalent Yield) | 2.28% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 30, 2020 | Dec. 20, 2018 | Dec. 18, 2018 | Oct. 19, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 24, 2022 | Jan. 28, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Aggregate amount | $ 224,634,031 | |||||||||||
Gross proceeds | $ 696 | $ 118,791 | $ 1,600,000 | |||||||||
Share price | $ 3.98 | |||||||||||
Offering amount | $ 20,000,000 | |||||||||||
Proceeds from common stock sold | $ 423 | $ 114,409 | $ 423 | $ 114,409 | $ 3,068,027 | $ 14,793,479 | ||||||
Proceeds from warrants | $ 2,963,658 | $ 609,118 | ||||||||||
Warrants exercised | 366,892 | 58,569 | ||||||||||
Warrants outstanding | 135,753 | |||||||||||
Exercise price | $ 3.98 | |||||||||||
Equity Option [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Purchase of options | 40,000 | |||||||||||
Director [Member] | Equity Option [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Purchase of options | 8,000 | |||||||||||
Exercise price | $ 3.98 | |||||||||||
Options Held [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Anti-dilutive common stock | 40,000 | 9,710 | ||||||||||
Warrants One [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Anti-dilutive common stock | 9,710 | 9,710 | ||||||||||
Tiger Management L L C [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of common stock sold | 750,000 | |||||||||||
Gross proceeds | $ 3,000,000 | |||||||||||
Share price | $ 4 | |||||||||||
At The Marketoffering Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of common stock sold | 397,524 | |||||||||||
Public offering price | $ 4.07 | |||||||||||
Distribution Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of common stock sold | 408,718 | |||||||||||
Proceeds from common stock sold | $ 4,250,676 | |||||||||||
Related cost | $ 127,520 | |||||||||||
Placement Agency Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of common stock sold | 194,206 | |||||||||||
Public offering price | $ 10.40 | |||||||||||
Warrants exercisable | $ 13 | |||||||||||
Warrants term | 5 years | |||||||||||
Exercise price | $ 10.40 | |||||||||||
Proceeds from warrants | $ 2,019,743 | |||||||||||
Proceeds from sale of common stock and warrants | $ 10,700,000 | 1,691,541 | ||||||||||
Placement agent commissions | $ 328,302 | |||||||||||
Placement Agency Agreement [Member] | Kingswood [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of common stock sold | 1,586,206 | |||||||||||
Proceeds from common stock sold | $ 11,500,000 | |||||||||||
Warrants exercisable | $ 8 | |||||||||||
Proceeds from warrants | $ 2,846,064 | |||||||||||
Warrants exercised | 58,569 | |||||||||||
Warrants outstanding | 437,345 | |||||||||||
Placement Agency Agreement [Member] | Options Held [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Anti-dilutive common stock | 9,710 | |||||||||||
Placement Agency Agreement [Member] | Warrants One [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Anti-dilutive common stock | 9,710 |
OTHER ITEMS (Details Narrative)
OTHER ITEMS (Details Narrative) - Investor Relations Agreements [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock compensation expense | $ 50,000 | $ 50,000 |
Stock compensation expense paid | $ 59,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jan. 27, 2023 | May 20, 2022 | Dec. 31, 2021 | Apr. 02, 2022 | Mar. 31, 2022 | Mar. 24, 2022 | |
Subsequent Event [Line Items] | ||||||
Aggregate amount | $ 224,634,031 | |||||
Number of shares sold | 22,524 | |||||
Warrant Outstanding | $ 1,573,098 | |||||
Share price | $ 3.98 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate amount | $ 3,000,000 | |||||
Principal amount | $ 6,015,000 | |||||
Purchase Price | 5,000,000 | |||||
Original issue discount | 1,000,000 | |||||
Legal fees | 15,000 | |||||
Payment made for parties | $ 300,000 | |||||
Term | 24 months | |||||
Monitoring fee, percentage | 0.833% | |||||
Subsequent Event [Member] | Concurrent Private Placement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares sold | 4,796,206 | |||||
Warrant Outstanding | $ 4,796,206 | |||||
Share price | $ 1.75 | |||||
Warrants exercise price | $ 2 | |||||
Expiration period | 5 years 6 months | |||||
Gross proceeds | $ 8,400,000 | |||||
Net proceeds costs | $ 7,655,974 | |||||
Subsequent Event [Member] | Secured Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Purchase Price | $ 4,700,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | Dec. 31, 2022 USD ($) |
Accounting Policies [Abstract] | |
2022 | $ 11,512,711 |
2023 | 8,557,548 |
Capital Leases, Future Minimum Payments, Receivable Thereafter | $ 20,070,259 |
ORGANIZATION AND PRINCIPAL AC_4
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | 9 Months Ended | |||
Dec. 31, 2022 | Jan. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Accumulated deficit | $ 47,192,364 | $ 37,731,476 | $ 23,844,671 | |
Cash | 7,340,840 | 17,749,233 | ||
Foreign currency contract | 1,075,692 | 440,196 | ||
Cash and cash equivalents | $ 0 | $ 0 | ||
Amortized patents | 20 years | |||
Private Placement [Member] | Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Cash | $ 7,655,974 |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||||
Net loss attributable to common stockholders | $ (1,716,278) | $ (3,431,568) | $ (9,460,888) | $ (10,269,557) |
Weighted average basic and diluted shares outstanding | 24,103,196 | 23,313,629 | 24,102,976 | 23,244,345 |
Basic and diluted loss per share: | $ (0.07) | $ (0.15) | $ (0.39) | $ (0.44) |
STOCKHOLDERS_ (DEFICIT) EQUIT_2
STOCKHOLDERS’ (DEFICIT) EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Gross proceed | $ 696 | $ 118,791 | $ 1,600,000 | ||
Other expenses | 273 | $ 4,382 | |||
Number of shares issued | 0 | 0 | 0 | ||
Warrants exercised | 366,892 | 58,569 | |||
Proceeds from warrants | $ 2,963,658 | $ 609,118 | |||
Warrant Outstanding | $ 1,573,098 | 1,573,098 | |||
Number of shares sold | 22,524 | ||||
Warrants to purchase | $ 1,573,098 | $ 1,573,098 | |||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants to purchase | $ 1,573,098 | $ 1,573,098 | |||
Options issued to purchase units | 9,710 | 9,710 | 9,710 | 9,710 | |
Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Options issued to purchase units | 9,710 | 9,710 | 9,710 | 9,710 |