Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jul. 13, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Amendment No 1 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity File Number | 001-38355 | ||
Entity Registrant Name | NEMAURA MEDICAL INC. | ||
Entity Central Index Key | 0001602078 | ||
Entity Tax Identification Number | 46-5027260 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 57 West 57th Street | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10019 | ||
City Area Code | 646 | ||
Local Phone Number | 416-8000 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | NMRD | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 25,200 | ||
Entity Common Stock, Shares Outstanding | 28,899,402 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 572 | 199 | |
Auditor Name | Weinberg & Company, P.A. | Mayer Hoffman McCann P.C | |
Auditor Location | Los Angeles, California | Colorado |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Current assets: | ||
Cash | $ 10,105,135 | $ 17,749,233 |
Inventory, net | 1,754,852 | 1,487,771 |
Prepaid expenses and other current assets | 357,934 | 495,055 |
VAT receivable | 409,648 | 255,112 |
Deposit on foreign exchange contract | 909,666 | 0 |
Receivable from related parties | 0 | 101,297 |
Total current assets | 13,537,235 | 20,088,468 |
Property and equipment, net of accumulated depreciation | 641,906 | 532,508 |
Intangible assets, net of accumulated amortization | 384,092 | 1,480,980 |
Total assets | 14,563,233 | 22,101,956 |
Current liabilities: | ||
Accounts payable | 326,641 | 136,310 |
Accrued expenses and other liabilities | 130,678 | 558,426 |
Notes payable, current portion | 16,942,500 | 19,188,724 |
Payable to related parties | 920,780 | 0 |
Deferred revenue, current portion | 123,640 | 259,256 |
Foreign exchange contract derivative liability | 731,730 | 440,196 |
Warrant liability | 3,092,000 | 0 |
Total current liabilities | 22,267,969 | 20,582,912 |
Notes payable, non-current portion | 3,087,651 | 0 |
Deferred revenue, non-current portion | 1,021,811 | 1,052,960 |
Total liabilities | 26,377,431 | 21,635,872 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Common stock, par value $0.001 – authorized: 42,000,000 shares; issued and outstanding: 28,899,402 and 24,102,866 as of March 31, 2023 and 2022, respectively | 28,899 | 24,103 |
Additional paid-in capital | 40,991,377 | 38,295,775 |
Accumulated deficit | (51,875,211) | (37,731,476) |
Accumulated other comprehensive (loss) income | (959,263) | (122,318) |
Total stockholders’ equity (deficit) | (11,814,198) | 466,084 |
Total liabilities and stockholders’ equity (deficit) | $ 14,563,233 | $ 22,101,956 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 42,000,000 | 42,000,000 |
Common stock, shares issued | 28,899,402 | 24,102,866 |
Common stock, shares outstanding | 28,899,402 | 24,102,866 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Sales | $ 77,044 | $ 503,906 |
Cost of sales | (75,328) | (344,300) |
Cost of sales-inventory write down | (1,478,108) | 0 |
Gross profit (loss) | (1,476,392) | 159,606 |
Operating expenses: | ||
Research and development | 1,538,615 | 1,556,988 |
General and administrative | 5,600,188 | 6,173,049 |
Impairment of intangible assets | 980,039 | 0 |
Total operating expenses | 8,118,842 | 7,730,037 |
Loss from operations | (9,595,234) | (7,570,431) |
Interest expense | (6,412,501) | (6,666,630) |
Change in fair value of warrant liability | 1,864,000 | |
Loss before income tax benefit | (14,143,735) | (14,237,061) |
Provision for income tax benefit | 0 | 350,256 |
Net loss | (14,143,735) | (13,886,805) |
Other comprehensive income: | ||
Foreign currency translation adjustment | (836,946) | (257,885) |
Comprehensive loss | $ (14,980,681) | $ (14,144,690) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - $ / shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Earnings per share, basic | $ (0.57) | $ (0.59) |
Earnings per share, diluted | $ (0.57) | $ (0.59) |
Weighted average number of shares outstanding, basic | 24,878,196 | 23,383,758 |
Weighted average number of shares outstanding, diluted | 24,878,196 | 23,383,758 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Mar. 31, 2021 | $ 22,941 | $ 32,044,335 | $ (23,844,671) | $ 135,567 | $ 8,358,172 |
Beginning Balance, Shares at Mar. 31, 2021 | 22,941,157 | ||||
Issuance of common shares, net of costs of $50,765 | $ 773 | 3,067,254 | 3,068,027 | ||
Issuance of common shares, net of costs, 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 | ||||
Issuance of common shares, net of costs | $ 4,796 | 7,651,602 | 7,656,398 | ||
Issuance of common shares, net of costs, shares | 4,796,536 | ||||
Fair value of warrant liability recognized in connection with issuance of common shares | (4,956,000) | (4,956,000) | |||
Foreign currency translation adjustment | (836,946) | (836,946) | |||
Net loss | (14,143,735) | (14,143,735) | |||
Ending balance, value at Mar. 31, 2023 | $ 28,899 | $ 40,991,377 | $ (51,875,211) | $ (959,263) | $ (11,814,198) |
Ending Balance, Shares at Mar. 31, 2023 | 28,899,402 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of common shares net of costs | $ 50,765 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (14,143,735) | $ (13,886,805) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 444,177 | 229,810 |
Accretion of debt discount | 1,871,593 | 6,666,630 |
Monitoring fee interest expense added to notes payable | 2,240,339 | 0 |
Fees for note amendments expense added to note payable | 2,304,539 | 0 |
Inventory write-down | 1,478,108 | 0 |
Impairment of intangible assets | 980,039 | 0 |
Change in fair value of foreign exchange contract derivative liability | 291,534 | 440,196 |
Change in fair value of warrant liability | (1,864,000) | 0 |
Stock-based compensation | 0 | 220,917 |
Changes in operating assets and liabilities: | ||
Inventory | (1,745,189) | (637,149) |
Prepaid expenses and VAT receivable | (17,415) | 519,346 |
Deposit on foreign exchange contract | (909,666) | 0 |
Accounts payable | 190,331 | (117,384) |
Accrued expenses and other liabilities | (427,748) | 310,490 |
Receivable/payable to related parties | 1,022,077 | (250,092) |
Deferred revenue | (166,765) | 0 |
Net cash used in operating activities | (8,451,781) | (6,504,041) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (376,170) | (481,718) |
Capitalized patent costs | (135,168) | (83,691) |
Capitalized software development costs | (27,879) | (391,073) |
Net cash used in investing activities | (539,217) | (956,482) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common shares | 8,394,056 | 3,118,792 |
Costs incurred in relation to equity financing | (737,658) | (50,765) |
Proceeds from warrant exercise | 0 | 2,963,658 |
Proceeds from issuance of long term debt, net of discount | 4,700,000 | 0 |
Repayments of notes payable | (10,274,281) | (12,400,000) |
Net cash (used in) provided by financing activities | 2,082,117 | (6,368,315) |
Net decrease in cash | (6,908,881) | (13,828,838) |
Effect of exchange rate changes on cash | (735,217) | (287,300) |
Cash at beginning of year | 17,749,233 | 31,865,371 |
Cash at end of year | 10,105,135 | 17,749,233 |
Supplemental cash flow information: | ||
Interest paid | 0 | 0 |
Taxes paid | 0 | 0 |
Supplemental disclosure of non-cash financing activities: | ||
Fair value of warrant liability recognized in connection with issuance of common shares | 4,956,000 | 0 |
Monitoring fees added to notes payable | $ 2,240,339 | $ 2,764,775 |
ORGANIZATION, PRINCIPAL ACTIVIT
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S 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 Company was incorporated in 2013 and has reported recurring losses from operations to date. These operations have resulted in the successful completion of clinical programs to support a CE mark (European Union approval of the product) approval, as well as a De Novo 510(k) medical device application to the U.S. Food and Drug Administration (“FDA”) submission. The Company expects to continue to incur losses from operations until revenues are generated through licensing fees or product sales. However, given the completion of the requisite clinical programs, these losses are expected to decrease over time. Management has entered into licensing, supply, or collaboration agreements with unrelated third parties relating to the United Kingdom (“UK”), Europe, Qatar, and all countries in the Gulf Cooperation Council. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the year ended March 31, 2023, the Company recorded a net loss of $ 14,143,735 8,451,781 In evaluating the going concern position of the company, management has considered potential funding providers and believes that financing to fund future operations could be provided by equity and/or debt financing. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of the Company and the Company’s subsidiaries, DDL, TCL, and DDHL. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and all 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”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Significant estimates include the assumptions used in the accrual for potential liabilities, the net realizable value of inventory, the valuation of debt and equity instruments, the fair value of derivative liabilities, valuation of stock options issued for services, and deferred tax valuation allowances. Actual results may differ from those estimates. Revenue recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. 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 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. Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the agreement. 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. 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 and cash equivalents Cash and cash equivalents consists primarily of cash deposits maintained in the UK. We maintain cash balances in U.S. Dollar (“USD”), Great Britain Pound Sterling (“GBP”), and the Euro. The following table, reported in USD, disaggregates our cash balances by currency denomination: Schedule of disaggregates cash balances by currency denomination March 31, March 31, Cash denominated in: USD $ 5,606,972 $ 14,769,720 GBP 4,446,720 2,911,117 Euro 51,443 68,396 Total $ 10,105,135 $ 17,749,233 Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, and forecasted demand. If the estimated net realizable value is determined to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up. 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. Depreciation 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 the shorter of their estimated useful lives or legal lives. 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 life intangibles 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 life intangibles 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. Software development costs The Company capitalizes costs incurred to implement software for its internal use, including hosted applications costs to support the Company’s planned services. During the year ended March 31, 2023, the Company determined that software development costs were impaired and recorded an impairment of $ 655,641 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 Earnings (loss) per share Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effects of outstanding options and warrants are anti-dilutive for the years ended March 31, 2023 and 2022, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options and warrants as of March 31, 2023 and 2022: Schedule of common stock underlying outstanding options March 31, 2023 2022 Warrants 6,369,304 1,573,098 Stock options 40,000 40,000 6,409,304 1,613,098 Foreign currency translation The functional currency of the Company is the GBP, while the reporting currency is the USD. Assets and liabilities are translated into USD using the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing during the period. Stockholders' equity is translated at historical exchange rates. The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate component of accumulated other comprehensive loss within stockholders’ deficit. We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted: Schedule of exchange rates translate amounts As of 2023 2022 Exchange rates at March 31: GBP:USD 1.236 1.316 EURO:USD 1.138 1.184 For the Years Ended 2023 2022 Average exchange rate during the year ended March 31: GBP:USD 1.215 1.342 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging" (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company’s use of derivative financial instruments is generally limited to managing foreign exchange rate risks. In addition, warrants issued by the Company that do not meet the criteria for equity treatment are recorded as liabilities. We do not use financial instruments or derivatives for any trading purposes. 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 The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of March 31, 2023 and 2022: Schedule of assets and liabilities at fair value March 31, 2023 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 731,730 $ — $ 731,730 Warrant derivative liability — — 3,092,000 3,092,000 Total liabilities $ — $ 731,730 $ 3,092,000 $ 3,823,730 March 31, 2022 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 440,196 $ — $ 440,196 Total liabilities $ — $ 440,196 $ — $ 440,196 As of March 31, 2022, there was no warrant derivative liability. The following table provides a roll-forward of the warrant derivative liability measured at fair value on a recurring basis using unobservable level 3 inputs for the year ended March 31, 2023 as follows: Schedule of warrant derivative liability measured at fair value on a recurring basis March 31, 2023 Warrant liability Balance as of beginning of period – March 31, 2022 $ — Fair value of warrant liability recognized upon issuance of warrants in January 2023 4,956,000 Change in fair value of warrant derivative liability (1,864,000 ) Balance as of end of period – March 31, 2023 $ 3,092,000 The Company believes the carrying amount of its financial instruments (consisting of cash, accounts receivable, and accounts payable and accrued liabilities) approximates fair value due to the short-term nature of such instruments. 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, 2023 and 2022, were $ 37,645 24,300 Stock-based compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes Option Pricing model could materially affect compensation expense recorded in future periods. Direct costs incurred for equity offerings The Company includes all direct costs incurred in connection with successful equity offerings as a component of additional paid-in capital. Direct costs incurred for equity offerings that are unsuccessful are expensed. Reclassifications Certain prior year balances have been reclassified to conform with the current year presentation. In presenting the Company’s consolidated balance sheet at March 31, 2022, the Company presented $ 255,112 750,167 255,112 495,055 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 AGREEMENT
LICENSING AGREEMENT | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
LICENSING AGREEMENT | NOTE 4 – LICENSING AGREEMENT 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. Upon signing the agreement, the Company received a wholly non-refundable cash payment of GBP 1,000,000 1.23 1.32 As the Company has continuing performance obligations under the agreement, the up-front fees received from this agreement have been deferred and will be recorded as income over the term of the commercial licensing agreement as the Company completes its performance obligations. At March 31, 2023, total deferred revenue for the licensing agreement was $ 1,081,676 |
INVENTORY
INVENTORY | 12 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 5 – INVENTORY Inventory is valued at the lower of cost (first-in, first-out) or net realizable value and is comprised of the following: Schedule of inventory March 31, 2023 March 31, 2022 Raw materials $ 1,586,777 $ 1,481,946 Finished products 168,075 5,825 Total $ 1,754,852 $ 1,487,771 At March 31, 2023, management determined that the net realizable value of the Company’s inventory had fallen below its historical carrying cost. Accordingly, for the year ended March 31, 2023, the Company recorded a write down of inventory of $ 1,478,108 no |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT As of March 31, 2023 and 2022, property and equipment is summarized as follows: Schedule of property and equipment March 31, 2023 2022 Property and Equipment Plant and machinery $ 998,635 $ 727,250 Furniture and fixtures 114,863 78,867 Property and equipment gross 1,113,498 806,117 Less Accumulated Depreciation (471,592 ) (273,609 ) Net Book Value $ 641,906 $ 532,508 Depreciation expense relating to property and equipment for the years ended March 31, 2023 and 2022 was approximately $ 156,000 138,000 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 7 - INTANGIBLE ASSETS The following table summarizes our intangible assets and capitalized software development costs at March 31, 2023: Schedule of Intangible Assets March 31, 2023 2022 Patents and licenses $ 1,175,580 $ 1,084,081 Less accumulated amortization (467,091 ) (186,927 ) Less impairment (324,397 ) — 384,092 897,154 Software development costs 655,641 583,826 Less impairment (655,641 ) — — 583,826 $ 384,092 $ 1,480,980 Amortization expensed within the consolidated statements of operations and comprehensive loss relating to intangible assets for the years ended March 31, 2023 and 2022 was approximately $ 193,000 92,000 324,397 655,641 no |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 8 – DERIVATIVE LIABILITIES Warrant liability In January 2023, the Company completed an equity offering (see Note 11), which included the issuance of 4,796,206 100 The warrant liability was valued at the following dates using a Black-Scholes model with the following assumptions: Schedule of warrant liability March 31, 2023 January 31, 2023 (date issued) Warrant liability: Stock price $ 0.90 $ 1.33 Risk-free interest rate 3.60 % 3.63 % Expected volatility 108 % 109 % Expected life (in years) 5.34 5.50 Expected dividend yield — — Fair value of Warrant liability $ 3,092,000 $ 4,956,000 The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility was determined based on the historical volatility data of the Company, and the expected term of the warrants granted are determined based on the duration of time the warrants are expected to be outstanding. The dividend yield on the Company’s warrants is assumed to be zero as the Company has not historically paid dividends. Foreign exchange contract liability The Company is exposed to the impact of foreign currency exchange fluctuations as a significant proportion of its expenses are denominated in GBP, and the Company’s cash is in USD and GBP. In February 2021, the Company entered into a forward contract to sell USD and buy GBP. The contract meets the definition of a derivative subject to the guidance of ASC 815, does not qualify for hedge accounting, and accordingly is recognized at fair value, with changes in fair value recognized in earnings. The term of the contract is 25 months, beginning July, 2022, and ending August, 2024. The contract initially had a maximum notional amount of $ 6,250,000 12,500,000 250,000 On each monthly settlement date, if the USD/GBP spot rate is above $1.359, the Company has the right to convert $250,000 USD into GBP at a fixed rate of $1.359. If the spot rate is between $1.359 and $1.319 on the settlement date, the Company has no obligations, but can convert $250,000 USD into GBP at the spot rate. Finally, if the spot rate is below $1.319 on the settlement date, the Company is obligated to convert $500,000 USD (the settlement date leveraged amount) into GBP at the fixed rate of $1.359. Alternatively, instead of selling $500,000 USD, the Company can pay the difference in the spot rate and the $1.359 exchange rate for $500,000 USD (net settle) to the counterparty. 4,000,000 2,000,000 At March 31, 2023 and 2022, the fair value of the foreign currency contract liability was valued as follows: Schedule of fair value of the foreign currency contract liability March 31, 2023 March 31, 2022 Notional amount $ 4,250,000 $ 6,250,000 Leveraged amount (used to determine fair value of contract liability at March 31, 2023 and 2022) $ 8,500,000 $ 12,500,000 Expected remaining term (in months) 17 25 Fair Value: Foreign currency contract liability $ 731,730 $ 440,196 The Company’s foreign currency forward contracts are measured at fair value on a recurring basis and are classified as Level 2 fair value measurement. As of March 31, 2023, the Company has deposited $ 909,666 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE Schedule of notes payable March 31, 2023 2022 Note Purchase Agreement 1 (paid off April 2022) $ — $ 270,979 Note Purchase Agreement 2 14,772,293 20,241,421 Note Purchase Agreement 3 6,024,941 — Total notes payable 20,797,234 20,512,400 Unamortized debt discount (767,083 ) (1,323,676 ) Notes payable, net of note discounts 20,030,151 19,188,724 Current portion (16,942,500 ) (19,188,724 ) Non-current portion $ 3,087,651 $ — NOTE PURCHASE AGREEMENT 1 (paid off April 2022) On April 15, 2020, the Company issued a note payable (“Note Purchase Agreement 1”) to a third-party investor. The note was for $ 6,015,000 April 15, 2022 4,675,000 1,340,000 1,000,000 325,000 15,000 10 NOTE PURCHASE AGREEMENT 2 On February 8, 2021, the Company issued a note payable (“Note Purchase Agreement 2”, “Note 2”) to a third-party investor. The note was for $ 24,015,000 February 9, 2023 18,800,000 5,215,000 4,000,000 1,200,000 15,000 400,000 2,000,000 10 Note 2 was amended in May 2022 to reduce principal payments from $ 2,000,000 500,000 July 1, 2024 1,000,000 2,304,539 17,090,513 16,609,176 2,304,539 2,785,876 NOTE PURCHASE AGREEMENT 3 On May 20, 2022, the Company issued a note payable (“Note Purchase Agreement 3”) with a third-party investor. The note was for $ 6,015,000 May 20, 2024 4,700,000 1,315,000 1,000,000 300,000 15,000 10 767,083 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – 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. Pharma has a service agreement with DDL, to undertake development, manufacture, and regulatory approvals under Pharma’s ISO13485 Accreditation. 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, 2023 and 2022: Schedule of related party transactions March 31, 2023 2022 Due to/(from) related parties at beginning of year $ (101,297 ) $ 148,795 Amounts invoiced by Pharma to DDL, NM and TCL primarily relating to research and development expenses 4,767,586 3,245,985 Amounts invoiced by DDL to Pharma — (2,495 ) Amounts repaid by DDL to Pharma (3,773,217 ) (3,492,962 ) Foreign exchange differences 27,708 (620 ) Due to/(from) related parties at end of year $ 920,780 $ (101,297 ) |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – 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 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, 2023 and 2022 loss before income tax benefit arose in the UK and U.S. as follows: Schedule of loss before income tax March 31, 2023 2022 Loss before income taxes arising in UK $ (13,314,440 ) $ (11,716,916 ) Loss before income taxes arising in U.S. (829,295 ) (2,520,145 ) Total loss before income tax benefit $ (14,143,735 ) $ (14,237,061 ) 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, 2023 2022 Loss before income taxes $ (14,143,735 ) $ (14,237,061 ) Expected tax benefit (3,145,943 ) (22 %) (2,989,783 ) (21 %) Foreign tax differential 235,938 2 % 234,338 2 % Enhanced research and development (369,946 ) (3 %) (463,591 ) (3 %) Prior year true-up of NOL’s (46,393 ) 0 % 2,401,930 17 % Other 338,278 2 % 74,579 1 % Change in valuation allowance 2,988,066 21 % 742,527 5 % R&D credit received — — 350,256 2 % Actual income tax benefit $ — — $ 350,256 2 % 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, 2023 2022 Net operating tax loss carried forward $ 9,259,000 $ 6,671,000 Research and development enhancement 361,000 335,000 Other items 38,000 (335,000 ) Valuation allowance (9,658,000 ) (6,671,000 ) Net deferred tax assets $ — $ — In the fiscal year ended March 31, 2023, the Company received no 350,256 For each of the fiscal years ended March 31, 2023 and 2022, 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 2019. 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, 2018. As of March 31, 2023, the Company has net operating losses (“NOLs”) of approximately $ 11,300,000 36,230,000 1,899,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 – STOCKHOLDERS’ EQUITY 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 $ 224.6 In January 2023, Armistice Capital LLC and Alyeska Master Fund LLC agreed to buy a total of 4,796,206 1.75 4,796,206 2.00 8,393,361 737,385 On July 23, 2021, the Company entered into an At The Market Offering Agreement (the “2021 ATM”) with H.C. Wainwright & Co., LLC 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 (amended to $ 3 During the year ended March 31, 2022, the Company issued and sold 397,524 375,000 4.07 1.6 During the year ended March 31, 2022, the Company agreed to sell 750,000 4 3 375,000 375,000 Stock options A summary of option activity for the years ended March 31, 2023 and 2022 is presented below: Schedule of option award activity 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 Granted — — Exercised — — Forfeited — — Expired — — Balance at March 31, 2023 40,000 $ 3.98 2.7 Vested and exercisable at March 31, 2023 40,000 $ 3.98 2.7 No stock options were granted during the fiscal year ended March 31, 2023. On January 28, 2022, the Board of Directors granted its directors options to purchase 40,000 3.98 133,529 Schedule of key assumptions Stock Price $ 3.98 Exercise Price $ 3.98 Term 5 Volatility 122.52 Expected dividend yield (%) — Discount Rate (Bond Equivalent Yield) 2.28 Stock Warrants A summary of warrant activity for the years ended March 31, 2023 and 2022 is presented below: Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Weight Average remaining Contractual Term (years) Balance at April 1, 2021 1,939,990 $ 6.30 4.62 Granted — — Exercised (366,892 ) 8.08 4.08 Forfeited — Expired — Balance at March 31, 2022 1,573,098 6.64 4.07 Granted 4,796,206 2.00 5.00 Exercised — — Forfeited — — Expired — 5.00 — Balance at March 31, 2023 6,369,304 $ 2.7 4.87 Vested and exercisable at March 31, 2023 6,369,304 $ 2.7 4.87 |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
CONTINGENCIES | NOTE 13 – CONTINGENCIES COVID-19 The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as businesses and governments have taken broad actions to mitigate this public health crisis. In light of the uncertain and continually evolving situation relating to the spread of COVID-19, this pandemic could pose a risk to the Company. The extent to which the coronavirus may impact the Company’s business operations will depend on future developments, which are highly uncertain and cannot be predicted at this time. The Company intends to 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. 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. Inflation Macroeconomic factors such as inflation, rising interest rates, governmental responses there to and possible recession caused thereby also add significant uncertainty to our operations and possible effects to the amount and type of financing available to the Company in the future. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC, and determined there were no material subsequent events which affected, or could affect, the amounts or disclosures in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of estimates | 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. Significant estimates include the assumptions used in the accrual for potential liabilities, the net realizable value of inventory, the valuation of debt and equity instruments, the fair value of derivative liabilities, valuation of stock options issued for services, and deferred tax valuation allowances. Actual results may differ from those estimates. |
Revenue recognition | Revenue recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. 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 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. Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the agreement. |
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. |
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 and cash equivalents | Cash and cash equivalents Cash and cash equivalents consists primarily of cash deposits maintained in the UK. We maintain cash balances in U.S. Dollar (“USD”), Great Britain Pound Sterling (“GBP”), and the Euro. The following table, reported in USD, disaggregates our cash balances by currency denomination: Schedule of disaggregates cash balances by currency denomination March 31, March 31, Cash denominated in: USD $ 5,606,972 $ 14,769,720 GBP 4,446,720 2,911,117 Euro 51,443 68,396 Total $ 10,105,135 $ 17,749,233 |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, and forecasted demand. If the estimated net realizable value is determined to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up. |
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. Depreciation is charged to operating expenses. |
Intangible assets | 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 the shorter of their estimated useful lives or legal lives. 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 life intangibles 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 life intangibles 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. |
Software development costs | Software development costs The Company capitalizes costs incurred to implement software for its internal use, including hosted applications costs to support the Company’s planned services. During the year ended March 31, 2023, the Company determined that software development costs were impaired and recorded an impairment of $ 655,641 |
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 |
Earnings (loss) per share | Earnings (loss) per share Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effects of outstanding options and warrants are anti-dilutive for the years ended March 31, 2023 and 2022, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options and warrants as of March 31, 2023 and 2022: Schedule of common stock underlying outstanding options March 31, 2023 2022 Warrants 6,369,304 1,573,098 Stock options 40,000 40,000 6,409,304 1,613,098 |
Foreign currency translation | Foreign currency translation The functional currency of the Company is the GBP, while the reporting currency is the USD. Assets and liabilities are translated into USD using the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing during the period. Stockholders' equity is translated at historical exchange rates. The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate component of accumulated other comprehensive loss within stockholders’ deficit. We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted: Schedule of exchange rates translate amounts As of 2023 2022 Exchange rates at March 31: GBP:USD 1.236 1.316 EURO:USD 1.138 1.184 For the Years Ended 2023 2022 Average exchange rate during the year ended March 31: GBP:USD 1.215 1.342 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging" (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company’s use of derivative financial instruments is generally limited to managing foreign exchange rate risks. In addition, warrants issued by the Company that do not meet the criteria for equity treatment are recorded as liabilities. We do not use financial instruments or derivatives for any trading purposes. |
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 The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of March 31, 2023 and 2022: Schedule of assets and liabilities at fair value March 31, 2023 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 731,730 $ — $ 731,730 Warrant derivative liability — — 3,092,000 3,092,000 Total liabilities $ — $ 731,730 $ 3,092,000 $ 3,823,730 March 31, 2022 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 440,196 $ — $ 440,196 Total liabilities $ — $ 440,196 $ — $ 440,196 As of March 31, 2022, there was no warrant derivative liability. The following table provides a roll-forward of the warrant derivative liability measured at fair value on a recurring basis using unobservable level 3 inputs for the year ended March 31, 2023 as follows: Schedule of warrant derivative liability measured at fair value on a recurring basis March 31, 2023 Warrant liability Balance as of beginning of period – March 31, 2022 $ — Fair value of warrant liability recognized upon issuance of warrants in January 2023 4,956,000 Change in fair value of warrant derivative liability (1,864,000 ) Balance as of end of period – March 31, 2023 $ 3,092,000 The Company believes the carrying amount of its financial instruments (consisting of cash, accounts receivable, and accounts payable and accrued liabilities) approximates fair value due to the short-term nature of such instruments. |
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, 2023 and 2022, were $ 37,645 24,300 |
Stock-based compensation | Stock-based compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes Option Pricing model could materially affect compensation expense recorded in future periods. |
Direct costs incurred for equity offerings | Direct costs incurred for equity offerings The Company includes all direct costs incurred in connection with successful equity offerings as a component of additional paid-in capital. Direct costs incurred for equity offerings that are unsuccessful are expensed. |
Reclassifications | Reclassifications Certain prior year balances have been reclassified to conform with the current year presentation. In presenting the Company’s consolidated balance sheet at March 31, 2022, the Company presented $ 255,112 750,167 255,112 495,055 |
Recent accounting pronouncements | 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of disaggregates cash balances by currency denomination | Schedule of disaggregates cash balances by currency denomination March 31, March 31, Cash denominated in: USD $ 5,606,972 $ 14,769,720 GBP 4,446,720 2,911,117 Euro 51,443 68,396 Total $ 10,105,135 $ 17,749,233 |
Schedule of common stock underlying outstanding options | Schedule of common stock underlying outstanding options March 31, 2023 2022 Warrants 6,369,304 1,573,098 Stock options 40,000 40,000 6,409,304 1,613,098 |
Schedule of exchange rates translate amounts | Schedule of exchange rates translate amounts As of 2023 2022 Exchange rates at March 31: GBP:USD 1.236 1.316 EURO:USD 1.138 1.184 For the Years Ended 2023 2022 Average exchange rate during the year ended March 31: GBP:USD 1.215 1.342 |
Schedule of assets and liabilities at fair value | Schedule of assets and liabilities at fair value March 31, 2023 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 731,730 $ — $ 731,730 Warrant derivative liability — — 3,092,000 3,092,000 Total liabilities $ — $ 731,730 $ 3,092,000 $ 3,823,730 March 31, 2022 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets $ — $ — $ — $ — Liabilities Foreign exchange contract derivative liability $ — $ 440,196 $ — $ 440,196 Total liabilities $ — $ 440,196 $ — $ 440,196 |
Schedule of warrant derivative liability measured at fair value on a recurring basis | Schedule of warrant derivative liability measured at fair value on a recurring basis March 31, 2023 Warrant liability Balance as of beginning of period – March 31, 2022 $ — Fair value of warrant liability recognized upon issuance of warrants in January 2023 4,956,000 Change in fair value of warrant derivative liability (1,864,000 ) Balance as of end of period – March 31, 2023 $ 3,092,000 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory March 31, 2023 March 31, 2022 Raw materials $ 1,586,777 $ 1,481,946 Finished products 168,075 5,825 Total $ 1,754,852 $ 1,487,771 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment March 31, 2023 2022 Property and Equipment Plant and machinery $ 998,635 $ 727,250 Furniture and fixtures 114,863 78,867 Property and equipment gross 1,113,498 806,117 Less Accumulated Depreciation (471,592 ) (273,609 ) Net Book Value $ 641,906 $ 532,508 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets March 31, 2023 2022 Patents and licenses $ 1,175,580 $ 1,084,081 Less accumulated amortization (467,091 ) (186,927 ) Less impairment (324,397 ) — 384,092 897,154 Software development costs 655,641 583,826 Less impairment (655,641 ) — — 583,826 $ 384,092 $ 1,480,980 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |
Schedule of fair value of the foreign currency contract liability | Schedule of fair value of the foreign currency contract liability March 31, 2023 March 31, 2022 Notional amount $ 4,250,000 $ 6,250,000 Leveraged amount (used to determine fair value of contract liability at March 31, 2023 and 2022) $ 8,500,000 $ 12,500,000 Expected remaining term (in months) 17 25 Fair Value: Foreign currency contract liability $ 731,730 $ 440,196 |
Warrant [Member] | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |
Schedule of warrant liability | Schedule of warrant liability March 31, 2023 January 31, 2023 (date issued) Warrant liability: Stock price $ 0.90 $ 1.33 Risk-free interest rate 3.60 % 3.63 % Expected volatility 108 % 109 % Expected life (in years) 5.34 5.50 Expected dividend yield — — Fair value of Warrant liability $ 3,092,000 $ 4,956,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable March 31, 2023 2022 Note Purchase Agreement 1 (paid off April 2022) $ — $ 270,979 Note Purchase Agreement 2 14,772,293 20,241,421 Note Purchase Agreement 3 6,024,941 — Total notes payable 20,797,234 20,512,400 Unamortized debt discount (767,083 ) (1,323,676 ) Notes payable, net of note discounts 20,030,151 19,188,724 Current portion (16,942,500 ) (19,188,724 ) Non-current portion $ 3,087,651 $ — |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Schedule of related party transactions March 31, 2023 2022 Due to/(from) related parties at beginning of year $ (101,297 ) $ 148,795 Amounts invoiced by Pharma to DDL, NM and TCL primarily relating to research and development expenses 4,767,586 3,245,985 Amounts invoiced by DDL to Pharma — (2,495 ) Amounts repaid by DDL to Pharma (3,773,217 ) (3,492,962 ) Foreign exchange differences 27,708 (620 ) Due to/(from) related parties at end of year $ 920,780 $ (101,297 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before income tax | Schedule of loss before income tax March 31, 2023 2022 Loss before income taxes arising in UK $ (13,314,440 ) $ (11,716,916 ) Loss before income taxes arising in U.S. (829,295 ) (2,520,145 ) Total loss before income tax benefit $ (14,143,735 ) $ (14,237,061 ) |
Reconciliation of effective tax rate | Reconciliation of effective tax rate March 31, 2023 2022 Loss before income taxes $ (14,143,735 ) $ (14,237,061 ) Expected tax benefit (3,145,943 ) (22 %) (2,989,783 ) (21 %) Foreign tax differential 235,938 2 % 234,338 2 % Enhanced research and development (369,946 ) (3 %) (463,591 ) (3 %) Prior year true-up of NOL’s (46,393 ) 0 % 2,401,930 17 % Other 338,278 2 % 74,579 1 % Change in valuation allowance 2,988,066 21 % 742,527 5 % R&D credit received — — 350,256 2 % Actual income tax benefit $ — — $ 350,256 2 % |
Schedule of deferred income tax assets | Schedule of deferred income tax assets March 31, 2023 2022 Net operating tax loss carried forward $ 9,259,000 $ 6,671,000 Research and development enhancement 361,000 335,000 Other items 38,000 (335,000 ) Valuation allowance (9,658,000 ) (6,671,000 ) Net deferred tax assets $ — $ — |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Schedule of option award activity | Schedule of option award activity 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 Granted — — Exercised — — Forfeited — — Expired — — Balance at March 31, 2023 40,000 $ 3.98 2.7 Vested and exercisable at March 31, 2023 40,000 $ 3.98 2.7 |
Schedule of key assumptions | Schedule of key assumptions Stock Price $ 3.98 Exercise Price $ 3.98 Term 5 Volatility 122.52 Expected dividend yield (%) — Discount Rate (Bond Equivalent Yield) 2.28 |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Schedule of option award activity | Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Weight Average remaining Contractual Term (years) Balance at April 1, 2021 1,939,990 $ 6.30 4.62 Granted — — Exercised (366,892 ) 8.08 4.08 Forfeited — Expired — Balance at March 31, 2022 1,573,098 6.64 4.07 Granted 4,796,206 2.00 5.00 Exercised — — Forfeited — — Expired — 5.00 — Balance at March 31, 2023 6,369,304 $ 2.7 4.87 Vested and exercisable at March 31, 2023 6,369,304 $ 2.7 4.87 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Total cash and cash equivalents | $ 10,105,135 | $ 17,749,233 |
United States of America, Dollars | ||
Total cash and cash equivalents | 5,606,972 | 14,769,720 |
United Kingdom, Pounds | ||
Total cash and cash equivalents | 4,446,720 | 2,911,117 |
Euro Member Countries, Euro | ||
Total cash and cash equivalents | $ 51,443 | $ 68,396 |
ORGANIZATION, PRINCIPAL ACTIV_2
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Net loss | $ 14,143,735 | $ 13,886,805 |
Cash in operations | $ 8,451,781 | $ 6,504,041 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Details 1) - shares | Mar. 31, 2023 | Mar. 31, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant outstanding | 6,409,304 | 1,613,098 |
Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant outstanding | 6,369,304 | 1,573,098 |
Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant outstanding | 40,000 | 40,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Details 2) | Mar. 31, 2023 | Mar. 31, 2022 |
United Kingdom, Pounds | ||
Foreign currency exchange rates | 1.236 | 1.316 |
Foreign currency average exchange rates | 1.215 | 1.342 |
Euro Member Countries, Euro | ||
Foreign currency exchange rates | 1.138 | 1.184 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Details 3) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Foreign exchange contract liability | $ 731,730 | $ 440,196 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | 0 | 0 |
Foreign exchange contract liability | 0 | 0 |
Warrant derivative liability | 0 | |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | 0 | 0 |
Foreign exchange contract liability | 731,730 | 440,196 |
Warrant derivative liability | 0 | |
Total liabilities | 731,730 | 440,196 |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | 0 | 0 |
Foreign exchange contract liability | 0 | 0 |
Warrant derivative liability | 3,092,000 | |
Total liabilities | 3,092,000 | 0 |
Fair Value, Inputs, Level 1, Level 2, and Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | 0 | 0 |
Foreign exchange contract liability | 731,730 | 440,196 |
Warrant derivative liability | 3,092,000 | |
Total liabilities | $ 3,823,730 | $ 440,196 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Details 4) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Mar. 31, 2023 USD ($) | |
Platform Operator, Crypto-Asset [Line Items] | |
Warrant derivative liability, beginning balance | $ 0 |
Fair value of warrant derivative liability recognized upon issuance of warrants | 4,956,000 |
Gain on change in fair value of warrant derivative liability | (1,864,000) |
Warrant derivative liability, ending balance | $ 3,092,000 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Software develpoment costs | $ 655,641 | |
Unrecognized tax benefits | 0 | $ 0 |
Retirement benefit plan expenses | 37,645 | 24,300 |
VAT receivable | 255,112 | 255,112 |
Prepaid expenses and other receivables | 750,167 | |
Prepaid expenses balance | $ 357,934 | $ 495,055 |
LICENSING AGREEMENT (Details Na
LICENSING AGREEMENT (Details Narrative) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 GBP (£) | Mar. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |||
Non refundable, upfront cash payment | £ | £ 1,000,000 | ||
Non-refundable, upfront cash payment | $ 1,230,000 | $ 1,320,000 | |
Deferred Revenue | $ 1,081,676 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,586,777 | $ 1,481,946 |
Finished products | 168,075 | 5,825 |
Total | $ 1,754,852 | $ 1,487,771 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Write down of inventory | $ 1,478,108 | $ 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Plant and machinery | $ 998,635 | $ 727,250 |
Furniture and fixtures | 114,863 | 78,867 |
Property and equipment gross | 1,113,498 | 806,117 |
Less Accumulated Depreciation | (471,592) | (273,609) |
Net Book Value | $ 641,906 | $ 532,508 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 156,000 | $ 138,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Less impairment | $ (324,397) | $ 0 |
Software develpoment costs | 655,641 | |
Intangible assets net | 384,092 | 1,480,980 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents and licenses | 1,175,580 | 1,084,081 |
Less accumulated amortization | (467,091) | (186,927) |
Less impairment | (324,397) | 0 |
Intangible assets, gross | 384,092 | 897,154 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Less impairment | (655,641) | 0 |
Intangible assets, gross | 0 | 583,826 |
Software develpoment costs | $ 655,641 | $ 583,826 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense related to intangible assets | $ 193,000 | $ 92,000 |
Intangible assets impairment | 324,397 | $ 0 |
Software develpoment costs | $ 655,641 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Mar. 31, 2023 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Risk-free interest rate | 3.63% | 3.60% |
Expected volatility | 109% | 108% |
Expected life (in years) | 5 years 6 months | 5 years 4 months 2 days |
Expected dividend yield | 0% | 0% |
Warrant liability | $ 4,956,000 | $ 3,092,000 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Notional amount | $ 4,250,000 | $ 6,250,000 |
Leveraged amount (used to determine fair value of contract liability) | $ 8,500,000 | $ 12,500,000 |
Expected remaining term (in months) | 17 months | 25 months |
Foreign currency contract liability | $ 731,730 | $ 440,196 |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Warrants issued | 4,796,206 | ||
Volatility interest rate | 100% | ||
Notional amount | $ 4,250,000 | $ 6,250,000 | |
Leveraged amount | 8,500,000 | 12,500,000 | |
Contractual notional amount | $ 2,000,000 | 250,000 | |
Description of conversion terms for debt instrument | On each monthly settlement date, if the USD/GBP spot rate is above $1.359, the Company has the right to convert $250,000 USD into GBP at a fixed rate of $1.359. If the spot rate is between $1.359 and $1.319 on the settlement date, the Company has no obligations, but can convert $250,000 USD into GBP at the spot rate. Finally, if the spot rate is below $1.319 on the settlement date, the Company is obligated to convert $500,000 USD (the settlement date leveraged amount) into GBP at the fixed rate of $1.359. Alternatively, instead of selling $500,000 USD, the Company can pay the difference in the spot rate and the $1.359 exchange rate for $500,000 USD (net settle) to the counterparty. | ||
Leverage leveraged amount | $ 4,000,000 | ||
Deposit on foreign exchange contract | $ 909,666 | $ 0 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Short-Term Debt [Line Items] | ||
Balance of notes payable, net of note discounts | $ 20,030,151 | $ 19,188,724 |
Total notes payable | 20,797,234 | 20,512,400 |
Unamortized debt discount | (767,083) | (1,323,676) |
Long term debt, Current portion | (16,942,500) | (19,188,724) |
Long term debt, Non-current portion | 3,087,651 | 0 |
Note Purchase Agreement 1 [Member] | ||
Short-Term Debt [Line Items] | ||
Balance of notes payable, net of note discounts | 0 | 270,979 |
Note Purchase Agreement 2 [Member] | ||
Short-Term Debt [Line Items] | ||
Balance of notes payable, net of note discounts | 14,772,293 | 20,241,421 |
Note Purchase Agreement 3 [Member] | ||
Short-Term Debt [Line Items] | ||
Balance of notes payable, net of note discounts | $ 6,024,941 | $ 0 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
May 20, 2022 | Feb. 08, 2021 | Apr. 15, 2020 | Oct. 31, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | May 31, 2022 | Apr. 30, 2022 | |
Debt Instrument [Line Items] | |||||||||
Debt discount | $ 20,797,234 | $ 20,512,400 | |||||||
Debt discount amortized | 767,083 | 1,323,676 | |||||||
Debt instrument periodic payment | 2,000,000 | $ 250,000 | |||||||
Secured Note [Member] | Investor [Member] | Note Purchase Agreement 1 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 6,015,000 | ||||||||
Maturity date | Apr. 15, 2022 | ||||||||
Cash proceeds | $ 4,675,000 | ||||||||
Debt discount | 1,340,000 | ||||||||
Debt discount amortized | 1,000,000 | ||||||||
Commissions paid | 325,000 | ||||||||
Transaction expenses | $ 15,000 | ||||||||
Interest rate | 10% | ||||||||
Secured Note [Member] | Investor [Member] | Note Purchase Agreement 2 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 24,015,000 | $ 1,000,000 | $ 500,000 | $ 2,000,000 | |||||
Maturity date | Feb. 09, 2023 | Jul. 01, 2024 | |||||||
Cash proceeds | $ 18,800,000 | ||||||||
Debt discount | 5,215,000 | ||||||||
Debt discount amortized | 4,000,000 | ||||||||
Commissions paid | 1,200,000 | ||||||||
Transaction expenses | $ 15,000 | ||||||||
Interest rate | 10% | ||||||||
Debt instrument periodic payment | $ 400,000 | ||||||||
Debt instrument increased periodic payment | $ 2,000,000 | ||||||||
Aggregate fees | 2,304,539 | ||||||||
fair value of debt | 17,090,513 | ||||||||
Carrying amount of old debt | 16,609,176 | ||||||||
Debt instruments fees | 2,304,539 | ||||||||
Extinguishment debt | 2,785,876 | ||||||||
Secured Note [Member] | Investor [Member] | Note Purchase Agreement 3 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 6,015,000 | ||||||||
Maturity date | May 20, 2024 | ||||||||
Cash proceeds | $ 4,700,000 | ||||||||
Debt discount | 1,315,000 | ||||||||
Debt discount amortized | $ 1,000,000 | $ 767,083 | |||||||
Commissions paid | 300,000 | ||||||||
Transaction expenses | $ 15,000 | ||||||||
Interest rate | 10% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Due (to)/from related parties at beginning of year | $ (101,297) | $ 148,795 |
Amounts invoiced by Pharma to DDL, NM and TCL primarily relating to research and development expenses | 4,767,586 | 3,245,985 |
Amounts invoiced by DDL to Pharma | 0 | 2,495 |
Amounts invoiced by DDL to Pharma | 0 | (2,495) |
Amounts repaid by DDL to Pharma | (3,773,217) | (3,492,962) |
Foreign exchange differences | 27,708 | 620 |
Foreign exchange differences | (27,708) | (620) |
Due (to)/from related parties at end of year | $ 920,780 | $ (101,297) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes arising in UK | $ (13,314,440) | $ (11,716,916) |
Loss before income taxes arising in U.S. | (829,295) | (2,520,145) |
Total loss before income tax benefit | $ (14,143,735) | $ (14,237,061) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (14,143,735) | $ (14,237,061) |
Expected tax benefit | $ (3,145,943) | $ (2,989,783) |
Expected tax benefit, Percentage | (22.00%) | (21.00%) |
Foreign tax differential | $ 235,938 | $ 234,338 |
Foreign tax differential, Percentage | 2% | 2% |
Enhanced research and development | $ (369,946) | $ (463,591) |
Enhanced research and development, Percentage | (3.00%) | (3.00%) |
Prior year true up of nol | $ (46,393) | $ 2,401,930 |
Prior year true up of nol, Percentage | 0% | 17% |
Other | $ 338,278 | $ 74,579 |
Other, Percentage | 2% | 1% |
Change in valuation allowance | $ 2,988,066 | $ 742,527 |
Change in valuation allowance, Percentage | 21% | 5% |
R&D credit received | $ 0 | $ 350,256 |
R&D credit received, Percentage | 0% | 2% |
Actual income tax benefit | $ 0 | $ 350,256 |
Income tax benefit, Percentage | 0% | 2% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating tax loss carried forward | $ 9,259,000 | $ 6,671,000 |
Research and development enhancement | 361,000 | 335,000 |
Other items | 38,000 | (335,000) |
Valuation allowance | (9,658,000) | (6,671,000) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income tax rate | 22% | 21% |
HMRC tax credit | $ 0 | $ 350,256 |
Research and development | $ 369,946 | $ 463,591 |
UNITED STATES | ||
Income tax rate | 21% | 21% |
Net operating losses | $ 11,300,000 | |
UNITED KINGDOM | ||
Income tax rate | 19% | |
Net operating losses | $ 36,230,000 | |
Research and development | $ 1,899,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Equity Option [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Offsetting Assets [Line Items] | ||
Number of Options, Outstanding beginning | 40,000 | 0 |
Weighted Average Exercise Price, Outstanding beginning | $ 3.98 | $ 0 |
Number of Options, Granted | 0 | 40,000 |
Weighted Average Exercise Price, Granted | $ 0 | $ 3.98 |
Number of Options, Exercised | 0 | 0 |
Weighted Average Exercise Price, Exercised | $ 0 | $ 0 |
Number of Options, Forfeited | 0 | 0 |
Weighted Average Exercise Price, Forfeited | $ 0 | $ 0 |
Number of Options, Expired | 0 | 0 |
Weighted Average Exercise Price, Exercised | $ 0 | |
Weight Average remaining Contractual Term (years) | 2 years 8 months 12 days | 4 years 9 months 29 days |
Number of Options, Outstanding ending | 40,000 | 40,000 |
Weighted Average Exercise Price, Outstanding ending | $ 3.98 | $ 3.98 |
Number of Options, Vested and exercisable | 40,000 | |
Weighted Average Exercise Price, Vested and exercisable | $ 3.98 | |
Weight Average remaining Contractual Term (years), Vested and exercisable | 2 years 8 months 12 days |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Equity Option [Member] | 12 Months Ended |
Mar. 31, 2023 $ / shares | |
Offsetting Assets [Line Items] | |
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 2
STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Options, Outstanding beginning | 1,573,098 | 1,939,990 | |
Weighted Average Exercise Price, Outstanding beginning | $ 6.64 | $ 6.30 | |
Weight Average remaining Contractual Term (years) | 4 years 10 months 13 days | 4 years 25 days | 4 years 7 months 13 days |
Number of Options, Granted | 4,796,206 | 0 | |
Number of Options, Exercised | 0 | (366,892) | |
Weighted Average Exercise Price, Granted | $ 2 | $ 8.08 | |
Weight Average remaining Contractual Term (years) exercised | 4 years 29 days | ||
Number of Options, Forfeited | 0 | 0 | |
Number of Options, Expired | 0 | 0 | |
Weight Average remaining Contractual Term (years) granted | 5 years | ||
Weighted Average Exercise Price, Expired | $ 5 | ||
Number of Options, Outstanding ending | 6,369,304 | 1,573,098 | 1,939,990 |
Weighted Average Exercise Price, Outstanding ending | $ 2.7 | $ 6.64 | $ 6.30 |
Number of Options, Vested and exercisable | 6,369,304 | ||
Weighted Average Exercise Price Vested and exercisable | $ 2.7 | ||
Weight Average remaining Contractual Term (years), Vested and exercisable | 4 years 10 months 13 days |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 10, 2022 | Jan. 28, 2022 | Jan. 31, 2023 | Mar. 31, 2022 | Mar. 24, 2022 | Apr. 02, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Aggregate amount | $ 224,600,000 | |||||
Gross proceeds | $ 1,600,000 | |||||
At The Marketoffering Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of common stock sold | 397,524 | |||||
Sale of Stock, Price Per Share | $ 4.07 | |||||
A T M Facility 2021 [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Sale of stock | 375,000 | 375,000 | ||||
Armistice Capital L L C And Alyeska Master Fund L L C [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Gross proceeds total | $ 8,393,361 | |||||
Costs deducted in relation to equity financing | $ 737,385 | |||||
H C Wainwright And Co L L C [Member] | Market Offering Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Aggregate shares price value | $ 3,000,000 | |||||
Tiger Trading Partners L L C [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of common stock sold | 375,000 | |||||
Tiger Management L L C [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Exercise price | $ 4 | |||||
Number of common stock sold | 750,000 | |||||
Gross proceeds | $ 3,000,000 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of common stock sold | 772,524 | |||||
Common Stock [Member] | Board Of Directors [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Exercise price | $ 3.98 | |||||
Options granted | 40,000 | |||||
Fair value of stock options | $ 133,529 | |||||
Common Stock [Member] | Armistice Capital L L C And Alyeska Master Fund L L C [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares purchased | 4,796,206 | |||||
Exercise price | $ 1.75 | |||||
Warrant [Member] | Armistice Capital L L C And Alyeska Master Fund L L C [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares purchased | 4,796,206 | |||||
Exercise price | $ 2 |