Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2021 | Feb. 11, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-38355 | |
Entity Registrant Name | Nemaura Medical Inc. | |
Entity Central Index Key | 0001602078 | |
Entity Tax Identification Number | 46-5027260 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 57 West 57th Street | |
Entity Address, City or Town | Manhattan | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 646 | |
Local Phone Number | 416-8000 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | NMRD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,102,866 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2021 | Mar. 31, 2021 |
Current assets: | ||
Cash | $ 23,046,278 | $ 31,865,371 |
Prepaid expenses and other receivables | 472,358 | 1,269,513 |
Accounts receivable - related party | 152,592 | |
Inventory | 1,384,278 | 850,622 |
Total current assets | 25,055,506 | 33,985,506 |
Other assets: | ||
Property and equipment, net of accumulated depreciation | 454,272 | 202,145 |
Intangible assets, net of accumulated amortization | 1,564,121 | 1,055,256 |
Total other assets | 2,018,393 | 1,257,401 |
Total assets | 27,073,899 | 35,242,907 |
Current liabilities: | ||
Accounts payable | 176,619 | 253,694 |
Liability due to related parties | 148,795 | |
Other liabilities and accrued expenses | 644,860 | 180,552 |
Notes payable, current portion | 14,850,815 | 5,733,370 |
Deferred revenue | 463,167 | 103,470 |
Total current liabilities | 16,135,461 | 6,419,881 |
Non-current portion of notes payable | 8,712,979 | 19,188,724 |
Non-current portion of deferred revenue | 1,201,699 | 1,276,130 |
Total non-current liabilities | 9,914,678 | 20,464,854 |
Total liabilities | 26,050,139 | 26,884,735 |
Stockholders’ equity: | ||
shares issued and outstanding at December 31, 2021 and March 31, 2021, respectively | 23,331 | 22,941 |
Additional paid-in capital | 35,122,012 | 32,044,335 |
Accumulated deficit | (34,114,228) | (23,844,671) |
Accumulated other comprehensive (deficit) income | (7,355) | 135,567 |
Total stockholders’ equity | 1,023,760 | 8,358,172 |
Total liabilities and stockholders’ equity | $ 27,073,899 | $ 35,242,907 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2021 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 42,000,000 | 42,000,000 |
Common stock, shares issued | 23,330,573 | 22,941,157 |
Common stock, shares outstanding | 23,330,573 | 22,941,157 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Sales | $ 183,628 | $ 183,628 | ||
Cost of Sales | 172,393 | 172,393 | ||
Gross Profit | 11,235 | 11,235 | ||
Operating expenses: | ||||
Research and development | 412,341 | 486,957 | 987,711 | 1,258,549 |
General and administrative | 1,391,278 | 581,520 | 4,151,380 | 1,948,773 |
Total operating expenses | 1,803,619 | 1,068,477 | 5,139,091 | 3,207,322 |
Loss from operations | (1,792,384) | (1,068,477) | (5,127,856) | (3,207,322) |
Interest expense | (1,639,184) | (378,220) | (5,141,701) | (920,648) |
Net loss | (3,431,568) | (1,446,697) | (10,269,557) | (4,127,970) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | (25,065) | 371,275 | (142,922) | 356,765 |
Comprehensive loss | $ (3,456,633) | $ (1,075,422) | $ (10,412,479) | $ (3,771,205) |
Net loss per share, basic and diluted | $ (0.15) | $ (0.06) | $ (0.44) | $ (0.19) |
Weighted average number of shares outstanding | 23,313,629 | 22,922,387 | 23,244,345 | 22,068,290 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholder's Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Mar. 31, 2020 | $ 20,851 | $ 16,589,272 | $ (17,586,075) | $ (336,992) | $ (1,312,944) |
Beginning Balance, Shares at Mar. 31, 2020 | 20,850,848 | ||||
Issuance of common shares, net of offering costs of $957,193 | $ 1,995 | 14,791,484 | 14,793,479 | ||
Issuance of common shares under ATM financing, net of costs of $122,913, shares | 1,994,924 | ||||
Restricted shares issued as stock-based compensation to consultants and investor relations | $ 47 | 223,153 | 223,200 | ||
Restricted shares issued as stock-based compensation to consultants and investor relations, shares | 46,702 | ||||
Exercise of warrants | $ 38 | 394,437 | 394,475 | ||
Exercise of warrants, shares | 37,933 | ||||
Foreign currency translation adjustment | 356,765 | 356,765 | |||
Net loss | (4,127,970) | (4,127,970) | |||
Ending balance, value at Dec. 31, 2020 | $ 22,931 | 31,998,346 | (21,714,045) | 19,773 | 10,327,005 |
Ending Balance, Shares at Dec. 31, 2020 | 22,930,407 | ||||
Beginning balance, value at Sep. 30, 2020 | $ 22,894 | 31,838,383 | (20,267,348) | (351,502) | 11,242,427 |
Beginning Balance, Shares at Sep. 30, 2020 | 22,893,705 | ||||
Restricted shares issued as stock-based compensation to consultants and investor relations | $ 37 | 159,963 | 160,000 | ||
Restricted shares issued as stock-based compensation to consultants and investor relations, shares | 36,702 | ||||
Foreign currency translation adjustment | 371,275 | 371,275 | |||
Net loss | (1,446,697) | (1,466,697) | |||
Ending balance, value at Dec. 31, 2020 | $ 22,931 | 31,998,346 | (21,714,045) | 19,773 | 10,327,005 |
Ending Balance, Shares at Dec. 31, 2020 | 22,930,407 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 22,941 | 32,044,335 | (23,844,671) | 135,567 | 8,358,172 |
Beginning Balance, Shares at Mar. 31, 2021 | 22,941,157 | ||||
Shares issued under ATM facility | $ 23 | 114,386 | 114,409 | ||
Shares issued under ATM facility, shares | 22,524 | ||||
Exercise of warrants | $ 367 | 2,963,291 | 2,963,658 | ||
Exercise of warrants, shares | 366,892 | ||||
Foreign currency translation adjustment | (142,922) | (142,922) | |||
Net loss | (10,269,557) | (10,269,557) | |||
Ending balance, value at Dec. 31, 2021 | $ 23,331 | 35,122,012 | (34,114,228) | (7,355) | 1,023,760 |
Ending Balance, Shares at Dec. 31, 2021 | 23,330,573 | ||||
Beginning balance, value at Sep. 30, 2021 | $ 23,308 | 35,007,626 | (30,682,660) | 17,710 | 4,365,984 |
Beginning Balance, Shares at Sep. 30, 2021 | 23,308,049 | ||||
Shares issued under ATM facility | $ 23 | 114,386 | 114,409 | ||
Shares issued under ATM facility, shares | 22,524 | ||||
Foreign currency translation adjustment | (25,065) | (25,065) | |||
Net loss | (3,431,568) | (3,431,568) | |||
Ending balance, value at Dec. 31, 2021 | $ 23,331 | $ 35,122,012 | $ (34,114,228) | $ (7,355) | $ 1,023,760 |
Ending Balance, Shares at Dec. 31, 2021 | 23,330,573 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholder's Equity (Unaudited) (Parenthetical) | 9 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of common shares net of costs | $ 957,193 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (10,269,557) | $ (4,127,970) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 139,751 | 68,310 |
Accretion of debt discount | 5,141,701 | 920,648 |
Mark-to-market foreign exchange revaluation | 199,522 | |
Stock-based compensation | 84,000 | |
Changes in assets and liabilities: | ||
Prepaid expenses and other receivables | 797,155 | (397,926) |
Inventory | (533,656) | (531,927) |
Accounts payable | (77,075) | (126,910) |
Liability due to related parties | (301,387) | (434,170) |
Other liabilities and accrued expenses | 264,786 | (92,819) |
Deferred revenue | 285,266 | |
Net cash used in operating activities | (4,353,494) | (4,638,764) |
Cash Flows from Investing Activities: | ||
Capitalized patent costs | (60,241) | (48,273) |
Capitalized software development costs | (460,466) | (446,455) |
Purchase of property and equipment | (359,301) | (70,547) |
Net cash used in investing activities | (880,008) | (565,275) |
Cash Flows from Financing Activities: | ||
Costs incurred in relation to equity financing | (4,382) | (957,193) |
Commission paid on note payable | (325,000) | |
Proceeds from issuance of notes | 5,000,000 | |
Proceeds from issuance of common stock in relation to equity financing | 118,791 | 15,750,672 |
Proceeds from warrant exercise | 2,963,658 | 394,475 |
Repayments of note payable | (6,500,000) | (300,000) |
Repayment of insurance financing | (82,555) | |
Net cash (used in) provided by financing activities | (3,421,933) | 19,480,399 |
Net (decrease) increase in cash | (8,655,435) | 14,276,360 |
Effect of exchange rate changes on cash | (163,658) | 577,318 |
Cash at beginning of period | 31,865,371 | 106,107 |
Cash at end of period | 23,046,278 | 14,959,785 |
Supplemental disclosure of non-cash financing activities: | ||
Release of prepayment for equity compensation | 50,000 | 25,000 |
Licenses acquired through issuance of common stock | $ 100,000 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Nemaura Medical Inc. (“Nemaura” or the “Company”), through its operating subsidiaries, performs medical device research and manufacturing of a continuous glucose monitoring system (“CGM”), named sugarBEAT®. The sugarBEAT® device is a non-invasive, wireless device for use by persons with Type I and Type II diabetes and may also be used to screen pre-diabetic patients. The sugarBEAT® device extracts analytes, such as glucose, to the surface of the skin in a non-invasive manner where it is measured using unique sensors and interpreted using a unique algorithm. Nemaura is a Nevada holding company organized in 2013. Nemaura owns 100% of the stock in Dermal Diagnostic (Holdings) Limited, an England and Wales corporation (“DDHL”) formed on December 11, 2013, which in turn owns 100% of Dermal Diagnostics Limited, an England and Wales corporation formed on January 20, 2009 (“DDL”), and 100% of Trial Clinic Limited, an England and Wales corporation formed on January 12, 2011 (“TCL”). DDL is a diagnostic medical device company headquartered in Loughborough, Leicestershire, England, and is engaged in the discovery, development, and commercialization of diagnostic medical devices. The Company’s initial focus has been on the development of the sugarBEAT® device, which consists of a disposable patch containing a sensor, and a non-disposable miniature wireless transmitter with a re-chargeable power source, which is designed to enable trending or tracking of blood glucose levels. While the Company’s key operations and assets are located in England, the Company has recently commenced commercial operations in the United States. During the fiscal year ended March 31, 2021, the Board of Directors assessed the adequacy of the group’s organizational structure and concluded that the intermediate holding company that sat below Nemaura Medical Inc., Region Green Limited (a British Virgin Islands corporation), was no longer required as the entity had been effectively dormant since inception and no longer represented a requirement to be maintained. It was therefore determined that Region Green Limited should be unwound, with the intention that the assets held by Region Green Limited be transferred up to Nemaura Medical Inc. following which Region Green Limited would be dissolved. The transfer of assets took place on March 5, 2021 and Region Green Limited was formally dissolved as of April 23, 2021. The following diagram illustrates Nemaura’s corporate structure as of December 31, 2021: The Company was incorporated in 2013 and has reported recurring losses from operations to date and an accumulated deficit of $ 34,114,228 The Company expects to continue to incur losses from operations until such time that sufficient revenue and margin is generated through licensing fees or product sales to offset these losses. However, given the completion of the requisite clinical programs combined with the commencement of revenue recognition during the three month period ended December 31, 2021, these losses are expected to decrease over time. The Company 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 Considerations In accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Management’s plans to alleviate the substantial doubt raised as a consequence thereof includes their ability to adjust the timing and quantum of future operational expenses, revise the loan repayment terms currently in place, and / or pursue additional capital raising opportunities. Based on this, it is management’s assessment that the Company has alleviated the risk above and has the ability to continue as a going concern for at least one year subsequent to the date of issuance of these unaudited condensed consolidated financial statements. Following the receipt of the CE mark approval in the EU, and in support of our plans for similar certification with the FDA in the U.S., our plan is to utilize the cash on hand to continue establishing commercial manufacturing operations for the commercial supply of the sugarBEAT® device and sensor patches in our target markets. Management's strategic plans include the following: – support the UK and EU launch of sugarBEAT®; – obtaining further regulatory approval for the sugarBEAT® device in other countries such as the U.S.; – exploring licensing and partnership opportunities in other territories; – developing the sugarBEAT® device platform for commercialization across other applications; and – pursue additional capital raising opportunities as required to accelerate and support the commercial development of the business. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. However, such information reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of the financial condition and results of operations for the interim periods. The results for the three months and nine months ended December 31, 2021 are not indicative of annual results. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, as filed with the SEC. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and the Company’s subsidiaries. References to “we”, “us”, “our”, or the “Company” refer to Nemaura Medical Inc. and its consolidated subsidiaries. The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, and all significant intercompany balances and transactions have been eliminated in consolidation. The functional currency for the majority of the Company’s operations is the Great Britain Pound Sterling (“GBP”), and the reporting currency is the U.S. Dollar (“USD”). (b) Changes to significant accounting policies Derivative Financial Instruments Derivative financial instruments are used as part of the overall strategy to manage exposure to foreign currency primarily associated with fluctuations in foreign currency exchange rates. Derivative financial instruments are included in the consolidated balance sheets and are measured at fair value on a recurring basis. The Company is exposed to the impact of foreign currency exchange fluctuations as a significant proportion of our expenses are incurred within our UK subsidiary which is denominated GBP, with the remaining portion denominated in USD and a small amount in Euros (“EUR”). In addition to this, we hold the majority of our cash in USD, with amounts also held in GBP and, to a much smaller amount, in EURs. The Company’s objective is to reduce the volatility associated with these foreign exchange rate changes to allow management to focus our attention on our core business strategy and objectives. Accordingly, the Company entered into a target accrual redemption forward (“TARF”) agreement to sell USD and buy GBP across 25 defined monthly fixings in order to fix the costs associated with the foreign currency exchange fluctuations associated with our GBP denominated expenses. These fixings allow for $ 250,000 500,000 1.163 1.423 55,000 At December 31, 2021, the Company held a forward contract to sell up to $ 9.5 199,522 The Company’s foreign currency forward contracts are measured at fair value on a recurring basis and are classified as Level 2 under our fair value of financial instruments policy, as set out in the Annual Report on Form 10-K for the year ended March 31, 2021, as filed with the SEC. There have been no other material changes to our significant accounting policies from those detailed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, as filed with the SEC on June 29, 2021. (c) Recently adopted accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on the Company, or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures. |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 9 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
LICENSING AGREEMENTS | NOTE 3 – LICENSING AGREEMENTS United Kingdom and the Republic of Ireland, the Channel Islands, and the Isle of Man In March 2014, the Company entered into an Exclusive Marketing Rights Agreement (the “Marketing Rights Agreement”) with an unrelated third party (the “Licensee”), that granted to the Licensee the exclusive right to market and promote the sugarBEAT® device and related patches under its own brand in the UK and the Republic of Ireland, the Channel Islands, and the Isle of Man. The Company received a non-refundable, up-front cash payment of GBP 1,000,000 1.35 1.38 135,000 103,000 Under the terms of the Marketing Rights Agreement, the Company was able to issue a “deposit” invoice to cover costs for purchases directly incurred in order to service orders made by the Licensee, as such an invoice was raised with a net value of approximately $ 500,000 328,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS Nemaura Pharma Limited (“Pharma”), NDM Technologies Limited (“NDM”) and Black and White Health Care Limited (“B&W”) are entities controlled by the Company’s Chief Executive Officer, President, director and majority stockholder, Dewan F.H. Chowdhury. While transactions occurred during the period between the Company and Pharma, no transactions were recorded with NDM or B&W. These unaudited condensed consolidated financial statements are intended to reflect all costs associated with the operations of DDL and TCL. Pharma has a service agreement with DDL to undertake development, manufacture, and regulatory approvals under Pharma’s ISO13485 accreditation. In lieu of these services, Pharma invoices DDL on a periodic basis for said services. Services are provided at cost plus a service surcharge amounting to less than 10% of the total costs incurred. The table below provides a summary of activity between the Company and Pharma for the nine months ended December 31, 2021 and 2020, and the year ended March 31, 2021. Schedule of Related Party Transactions Nine Months Ended December 31, 2021 (unaudited) ($) Nine Months Ended December 31, 2020 (unaudited) ($) Year Ended March 31, 2021 ($) Amounts due to related party at beginning of period 148,795 830,093 830,093 Amounts invoiced by Pharma to DDL (1) 2,114,801 1,859,548 2,441,108 Amounts invoiced by DDL to Pharma (2,495 ) (17,213 ) (17,213 ) Amounts paid by DDL to Pharma (2,316,544 ) (2,338,701 ) (3,209,084 ) Foreign exchange differences (97,149 ) 62,196 103,891 Amounts due (from) to related party at end of period (152,592 ) 395,923 148,795 (1) These amounts are incurred as a result of research and development expenses combined with costs of manufactured product charged to the Company by Pharma. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE NOTE PURCHASE AGREEMENT 1 On April 15, 2020, the Company entered into a note purchase agreement (the “Note Purchase Agreement 1”) by and among the Company, DDL, TCL and a third-party investor (the “Investor”). Pursuant to the terms of Note Purchase Agreement 1, the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company, a secured promissory note (the “2020 Secured Note”) in the original principal amount of $ 6,015,000 1,000,000 2,000,000 2,000,000 The 2020 Secured Note is secured by the Collateral (as hereinafter defined). The 2020 Secured Note carries an original issue discount (“OID”) of $ 1,000,000 15,000 325,000 4,675,000 6,015,000 The borrowing period is 24 months, and the Company shall pay the outstanding balance and all fees on maturity. A monitoring fee equal to 0.833 Security Agreement On April 15, 2020, the Company entered into the Security Agreement by the Company, DDL and TCL, in favor of the Investor (the “2020 Security Agreement”). Pursuant to the terms of the 2020 Security Agreement, the Company granted the Investor a first-priority security interest in all rights, title, interest, claims and demands of the Company in and to all of the Company’s patents and all other proprietary rights, and all rights corresponding to the Company’s patents throughout the world, now owned and existing, and all replacements, proceeds, products, and accessions thereof (the “Collateral”). NOTE PURCHASE AGREEMENT 2 On February 8, 2021, the Company entered into an additional note purchase agreement (“Note Purchase Agreement 2”) with the Investor. Pursuant to the terms of Note Purchase Agreement 2, the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company, a secured promissory note (the “Secured Note 2”) in the original principal amount of $ 24,015,000 4,000,000 16.7 15,000 1,200,000 In consideration thereof, on February 9, 2021, (i) the Investor paid $ 20,000,000 1,200,000 18,800,000 The borrowing terms for Note Purchase Agreement 2 are consistent with those of Note Purchase Agreement 1, with the borrowing period being 24 months from the date of the agreement, the Company being required to pay the outstanding balance and all fees on maturity, and a monitoring fee equal to 0.833 Security Agreement On February 8, 2021, the 2020 Security Agreement was extended to include Note Purchase Agreement 2, which is also secured against all of the Company’s assets owned as of February 9, 2021 and extends to any assets acquired at any time that the Company’s obligations under Secured Note 2 are outstanding. As of December 31, 2021, long-term debt matures as follows: NOTES PAYABLE Notes Payable ($) Within 12 months 14,850,815 Within 24 months 8,712,979 23,563,794 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY During the nine month period ended December 31, 2021, 366,892 2,963,658 1,573,098 22,524 118,791 4,382 During the nine month period ended December 31, 2020, a total of 408,718 4,250,676 127,520 On July 30, 2020, the Company also closed an offering that saw a further 1,586,206 793,103 10.7 During the nine month period ended December 31, 2020, 37,933 394,475 1,940,740 Loss per share The following table sets forth the computation of basic and diluted loss per share for the periods indicated. Schedule of earnings (loss) per share Three months ended December 31, Nine months ended December 31, 2021 2020 2021 2020 ($, except per share amounts) ($, except per share amounts) Net loss attributable to common stockholders (3,431,568 ) (1,446,697 ) (10,269,557 ) (4,127,970 ) Weighted average basic and diluted shares outstanding 23,313,629 22,922,387 23,244,345 22,068,290 Basic and diluted loss per share: (0.15 ) (0.06 ) (0.44 ) (0.19 ) The Company excludes warrants outstanding, which are anti-dilutive given the Company is in a loss position, from the basic and diluted loss per share calculation. Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding during the period. For the three and nine month periods ended December 31, 2021, warrants to purchase 1,573,098 9,710 9,710 1,940,740 9,710 |
OTHER ITEMS
OTHER ITEMS | 9 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ITEMS | NOTE 7 – OTHER ITEMS (a) COVID-19 Pandemic The outbreak of COVID-19 in December 2019 has since rapidly increased its exposure globally. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. We continue to monitor the impact of COVID-19 on our own operations and are working with our employees, suppliers and other stakeholders to mitigate the risks posed by its spread, but COVID-19 is not expected to have any long-term detrimental effect on the Company’s success. While key suppliers have not been accessible throughout the whole period of the outbreak, we have been able to be flexible in our priorities and respond favorably to the challenges faced during the outbreak. We have also seen a surge in the uptake of technologies for remote monitoring of patients and patient self-monitoring, which potentially enhances the prospects for the Company, its CGM product and its planned digital healthcare offering. (b) Management consultancy agreements The Company engages support from consultants from time to time to support the delivery of its strategic objectives. During the nine month period ended December 31, 2021, the Company did not issue any restricted common stock to management consultants. Stock-based compensation of $ 59,000 (c) Investor relations agreements The Company has entered into contracts with several investor relations specialists to help support the ongoing financing activities of the business. During the nine month periods ended December 31, 2021, and 2020, fees paid for services associated with investor relations reflected $ 50,000 25,000 (d) Commitments and contingencies As a consequence of the services provided to the Company by Pharma, the Company issued a guarantee in favor of a key third party Pharma supplier, who is only used to support Pharma’s arrangements with the Company, to secure certain materials that are currently subject to shortages brought on as a result of COVID-19. This provides for the Company to make payment against any outstanding invoices up to a value of $ 250,000 (e) Subsequent events Derivative Financial Instruments Effective January 10, 2022, the Company entered into an agreement (i) to terminate the TARF agreement that was entered into on June 10, 2021 to sell USD and buy GBP as set out in Note 2(b) above, and (ii) to enter into a new TARF agreement. The new TARF agreement allows the Company to convert $ 250,000 1.359 Should the spot rate be between $1.319 and $1.359, the Company has the choice to sell the $250,000 at the prevailing spot rate on the day of fixing. If the spot rate were to fall below $1.319 on the scheduled fixing date, the Company is obligated to convert $ 500,000 46,000 Issuance of Stock Options to Board Directors Effective January 28, 2022, 8,000 3.98 5 Issuance of Common Stock The Company issued an aggregate of 750,000 3.1 750,000 375,000 375,000 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. However, such information reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of the financial condition and results of operations for the interim periods. The results for the three months and nine months ended December 31, 2021 are not indicative of annual results. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, as filed with the SEC. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and the Company’s subsidiaries. References to “we”, “us”, “our”, or the “Company” refer to Nemaura Medical Inc. and its consolidated subsidiaries. The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, and all significant intercompany balances and transactions have been eliminated in consolidation. The functional currency for the majority of the Company’s operations is the Great Britain Pound Sterling (“GBP”), and the reporting currency is the U.S. Dollar (“USD”). |
Changes to significant accounting policies | (b) Changes to significant accounting policies Derivative Financial Instruments Derivative financial instruments are used as part of the overall strategy to manage exposure to foreign currency primarily associated with fluctuations in foreign currency exchange rates. Derivative financial instruments are included in the consolidated balance sheets and are measured at fair value on a recurring basis. The Company is exposed to the impact of foreign currency exchange fluctuations as a significant proportion of our expenses are incurred within our UK subsidiary which is denominated GBP, with the remaining portion denominated in USD and a small amount in Euros (“EUR”). In addition to this, we hold the majority of our cash in USD, with amounts also held in GBP and, to a much smaller amount, in EURs. The Company’s objective is to reduce the volatility associated with these foreign exchange rate changes to allow management to focus our attention on our core business strategy and objectives. Accordingly, the Company entered into a target accrual redemption forward (“TARF”) agreement to sell USD and buy GBP across 25 defined monthly fixings in order to fix the costs associated with the foreign currency exchange fluctuations associated with our GBP denominated expenses. These fixings allow for $ 250,000 500,000 1.163 1.423 55,000 At December 31, 2021, the Company held a forward contract to sell up to $ 9.5 199,522 The Company’s foreign currency forward contracts are measured at fair value on a recurring basis and are classified as Level 2 under our fair value of financial instruments policy, as set out in the Annual Report on Form 10-K for the year ended March 31, 2021, as filed with the SEC. There have been no other material changes to our significant accounting policies from those detailed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, as filed with the SEC on June 29, 2021. |
Recently adopted accounting pronouncements | (c) Recently adopted accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on the Company, or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions Nine Months Ended December 31, 2021 (unaudited) ($) Nine Months Ended December 31, 2020 (unaudited) ($) Year Ended March 31, 2021 ($) Amounts due to related party at beginning of period 148,795 830,093 830,093 Amounts invoiced by Pharma to DDL (1) 2,114,801 1,859,548 2,441,108 Amounts invoiced by DDL to Pharma (2,495 ) (17,213 ) (17,213 ) Amounts paid by DDL to Pharma (2,316,544 ) (2,338,701 ) (3,209,084 ) Foreign exchange differences (97,149 ) 62,196 103,891 Amounts due (from) to related party at end of period (152,592 ) 395,923 148,795 (1) These amounts are incurred as a result of research and development expenses combined with costs of manufactured product charged to the Company by Pharma. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE Notes Payable ($) Within 12 months 14,850,815 Within 24 months 8,712,979 23,563,794 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of earnings (loss) per share | Schedule of earnings (loss) per share Three months ended December 31, Nine months ended December 31, 2021 2020 2021 2020 ($, except per share amounts) ($, except per share amounts) Net loss attributable to common stockholders (3,431,568 ) (1,446,697 ) (10,269,557 ) (4,127,970 ) Weighted average basic and diluted shares outstanding 23,313,629 22,922,387 23,244,345 22,068,290 Basic and diluted loss per share: (0.15 ) (0.06 ) (0.44 ) (0.19 ) |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Mar. 31, 2021 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ 34,114,228 | $ 23,844,671 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Converted debt | $ 250,000 | |
Contractual obligation | $ 500,000 | |
Convertible fixed rate | $ 1.423 | $ 1.163 |
Utilization of capital | $ 55,000 | |
Other comprehensive loss | 199,522 | |
Forward Contracts [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Other comprehensive loss | $ 9,500,000 |
LICENSING AGREEMENTS (Details N
LICENSING AGREEMENTS (Details Narrative) - USD ($) | 9 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Advance Royalties | $ 1,350,000 | $ 1,380,000 | $ 1,000,000 |
Deferred Revenue | 135,000 | $ 103,000 | |
Income once delivery | 500,000 | ||
Deferred revenue | $ 328,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | ||
Related Party Transactions [Abstract] | ||||
Amounts due to related parties at beginning of period | $ 148,795 | $ 830,093 | $ 830,093 | |
Amounts invoiced by Pharma to DDL, NDM and TCL (1) | [1] | 2,114,801 | 1,859,548 | 2,441,108 |
Amounts invoiced by DDL to Pharma | (2,495) | (17,213) | (17,213) | |
Amounts paid by DDL to Pharma | (2,316,544) | (2,338,701) | (3,209,084) | |
Foreign exchange differences | (97,149) | 62,196 | 103,891 | |
Amounts due from / to related parties at end of period | $ (152,592) | $ 395,923 | $ 148,795 | |
[1] | These amounts are incurred as a result of research and development expenses combined with costs of manufactured product charged to the Company by Pharma. |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Within 12 months | $ 14,850,815 |
Within 24 months | 8,712,979 |
Total | $ 23,563,794 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Feb. 09, 2021 | Feb. 08, 2021 | Apr. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||
Agreed to pay | $ 15,000 | ||||
Commission expenses | $ 325,000 | ||||
Ascendiant Capital Partners L L C [Member] | |||||
Debt Instrument [Line Items] | |||||
Commission expenses | 1,200,000 | ||||
Note Purchase Agreement [Member] | Investor [Member] | Secured Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 6,015,000 | ||||
Original issue discount | 1,000,000 | ||||
Legal fees | 15,000 | ||||
Commission expense | 325,000 | ||||
Proceeds from note payable | $ 4,675,000 | ||||
Monitoring fee, percentage | 0.833% | ||||
Note Purchase Agreement [Member] | Investor [Member] | Investor Note 1 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,000,000 | ||||
Note Purchase Agreement [Member] | Investor [Member] | Investor Note 2 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,000,000 | ||||
Note Purchase Agreement 2 [Member] | Investor [Member] | Secured Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | 24,015,000 | ||||
Original issue discount | $ 4,000,000 | ||||
Commission expense | $ 1,200,000 | ||||
Proceeds from note payable | $ 18,800,000 | ||||
Monitoring fee, percentage | 0.833% | ||||
Interest rate | 16.70% | ||||
Purchase Price | $ 20,000,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||||
Net loss attributable to common stockholders | $ (3,431,568) | $ (1,446,697) | $ (10,269,557) | $ (4,127,970) |
Weighted average basic and diluted shares outstanding | 23,313,629 | 22,922,387 | 23,244,345 | 22,068,290 |
Basic and diluted loss per share: | $ (0.15) | $ (0.06) | $ (0.44) | $ (0.19) |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 30, 2020 | Dec. 18, 2018 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||
Warrants exercised | 1,586,206 | 366,892 | |||
Proceeds from warrants | $ 10,700,000 | $ 2,963,658 | |||
Warrant Outstanding | $ 793,103 | $ 1,573,098 | 1,573,098 | $ 1,940,740 | |
Number of shares sold | 22,524 | ||||
Gross proceed | $ 118,791 | ||||
Other expenses | $ 4,382 | ||||
Proceeds from issuance of common stock | 118,791 | $ 15,750,672 | |||
Warrants addtional funds | 394,475 | ||||
Warrants to purchase | $ 1,573,098 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Anti-dilutive common stock | 1,940,740 | ||||
Options Held [Member] | |||||
Class of Stock [Line Items] | |||||
Anti-dilutive common stock | 9,710 | ||||
Dawson James Securities Inc [Member] | Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Options issued to purchase units | 9,710 | ||||
Dawson James Securities Inc [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Options issued to purchase units | 9,710 | ||||
Distribution Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock sold | 37,933 | ||||
Maxim Group L L C [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock sold | 408,718 | ||||
Proceeds from issuance of common stock | $ 4,250,676 | ||||
Associated costs | $ 127,520 |
OTHER ITEMS (Details Narrative)
OTHER ITEMS (Details Narrative) - USD ($) | Feb. 10, 2022 | Feb. 07, 2022 | Jan. 10, 2022 | Jan. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||||||||
Restricted common stock | $ 59,000 | |||||||
Stock based compensation | $ 50,000 | $ 25,000 | ||||||
Outstanding invoices | 250,000 | |||||||
ConvertibleDebt | $ 250,000 | $ 250,000 | ||||||
Convertible fixed rate | $ 1.423 | $ 1.423 | $ 1.163 | |||||
Contractual obligation | $ 500,000 | $ 500,000 | ||||||
Utilization of capital | $ 55,000 | $ 55,000 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 22,524 | |||||||
Sale of Stock, Consideration Received on Transaction | $ 118,791 | |||||||
Tiger Partners Trading L.L.C [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares, Issued | 750,000 | 750,000 | ||||||
[custom:PercentageOfOutstandingShares] | 3.10% | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
ConvertibleDebt | $ 250,000 | |||||||
Convertible fixed rate | $ 1.359 | |||||||
Derivative, Description of Terms | Should the spot rate be between $1.319 and $1.359, the Company has the choice to sell the $250,000 at the prevailing spot rate on the day of fixing. If the spot rate were to fall below $1.319 on the scheduled fixing date, the Company is obligated to convert $500,000 to GBP at the fixed rate. | |||||||
Contractual obligation | $ 500,000 | |||||||
Utilization of capital | $ 46,000 | |||||||
Stock option | 8,000 | |||||||
Grant per share | $ 3.98 | |||||||
Expiration date | 5 years | |||||||
Subsequent Event [Member] | Restricted Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of Stock, Consideration Received on Transaction | $ 375,000 | |||||||
Subsequent Event [Member] | Tiger Partners Trading L.L.C [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares, Issued | 750,000 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 375,000 |