Document And Entity Information
Document And Entity Information | 6 Months Ended |
Feb. 28, 2019 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | ARTELO BIOSCIENCES, INC. |
Entity Central Index Key | 0001621221 |
Entity Filer Category | Non-accelerated Filer |
Document Type | S-1/A |
Document Period End Date | Feb. 28, 2019 |
Amendment Flag | true |
Amendment Description | The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. |
Entity Emerging Growth Company | true |
Entity Small Business | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 28, 2019 | Aug. 31, 2018 | Aug. 31, 2017 |
Current Assets | |||
Cash and cash equivalents | $ 457,328 | $ 337,424 | $ 572,775 |
Prepaid expenses and deposits | 17,589 | 36,884 | 1,500 |
Other receivables | 8,951 | 22,127 | |
Total Current Assets | 483,868 | 396,435 | 574,275 |
Equipment, net of accumulated depreciation of $415, $282, and $nil respectively | 414 | 563 | |
TOTAL ASSETS | 484,282 | 396,998 | 574,275 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 586,002 | 529,272 | 28,576 |
Due to related party | 5,534 | 2,700 | 862 |
Derivative liability | 584,920 | ||
Total Current Liabilities | 1,176,456 | 531,972 | 29,438 |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred Stock, par value $0.001, 50,000,000 shares authorized, 0, 0 and 0 shares issued and outstanding as of February 28, 2019, August 31, 2018, and August 31 2017, respectively | |||
Common Stock, par value $0.001, 150,000,000 shares authorized, 2,613,248, 2,333,716 and 11,327,302 shares issued and outstanding as of February 28, 2019 August 31, 2018, August 31, 2017 respectively | 15,679 | 14,002 | 11,327 |
Additional paid-in capital | 2,923,417 | 2,501,884 | 827,942 |
Accumulated deficit | (3,620,272) | (2,638,580) | (295,089) |
Accumulated other comprehensive gain (loss) | (10,998) | (12,280) | 657 |
Total Stockholders' Equity (Deficit) | (692,174) | (134,974) | 544,837 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 484,282 | $ 396,998 | $ 574,275 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Feb. 28, 2019 | Aug. 31, 2018 | Aug. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Accumulated depreciation on equipment (in dollars) | $ 415 | $ 282 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 |
Common stock, shares issued | 15,679,489 | 14,002,293 | 11,327,302 |
Common stock, shares outstanding | 15,679,489 | 14,002,293 | 11,327,302 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | |
OPERATING EXPENSES | ||||||
General and administrative | $ 57,922 | $ 30,924 | $ 263,423 | $ 167,488 | $ 508,278 | $ 110,865 |
Professional fees | 209,946 | 119,999 | 377,239 | 227,344 | 585,069 | 121,924 |
Research and development | 489,981 | 647,467 | 674,020 | 680,543 | 1,249,854 | |
Depreciation | 70 | 74 | 140 | 146 | 290 | |
Total Operating Expenses | 757,919 | 798,464 | 1,314,822 | 1,075,521 | 2,343,491 | 232,789 |
Loss from Operations | (757,919) | (798,464) | (1,314,822) | (1,075,521) | (2,343,491) | (232,789) |
OTHER OPERATING EXPENSE | ||||||
Change in fair value of derivative liabilities | 333,130 | 333,130 | ||||
Interest expense | (2,100) | |||||
Total other expense | 333,130 | 333,130 | (2,100) | |||
Provision for income taxes | 0 | 0 | ||||
NET LOSS | (424,789) | (798,464) | (981,692) | (1,075,521) | (2,343,491) | (234,889) |
OTHER COMPREHENSIVE LOSS | ||||||
Foreign currency translation adjustments | (3,606) | (1,254) | 1,282 | (2,279) | (12,937) | 657 |
Total Other Comprehensive Income Loss | (3,606) | (1,254) | 1,282 | (2,279) | (12,937) | 657 |
TOTAL COMPREHENSIVE LOSS | $ (428,395) | $ (799,718) | $ (980,410) | $ (1,077,800) | $ (2,356,428) | $ (234,232) |
Basic Loss per Common Share (in dollars per share) | $ (0.03) | $ (0.07) | $ (0.07) | $ (0.10) | ||
Diluted Loss per Common Share (in dollars per share) | $ (0.05) | $ (0.07) | $ (0.09) | $ (0.10) | ||
Basic and Diluted Loss per Common Share (in dollars per share) | $ (0.23) | $ (0.03) | ||||
Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 15,342,620 | 11,677,909 | 14,684,419 | 11,555,105 | 10,220,218 | 8,732,406 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital (deficiency) | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Balances at Aug. 31, 2016 | $ 7,640 | $ 38,760 | $ (60,200) | $ (13,800) | |
Balances (in shares) at Aug. 31, 2016 | 7,640,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Loan forgiven by previous stockholder | 16,856 | 16,856 | |||
Common shares issued for cash | $ 2,160 | 2,160 | |||
Common shares issued for cash (in shares) | 2,160,000 | ||||
Common shares returned | $ (400) | (400) | |||
Common shares returned (in shares) | (400,000) | ||||
Common shares subscribed and considered issued | $ 1,927 | 768,994 | 770,921 | ||
Common shares subscribed and considered issued (in shares) | 1,927,302 | ||||
Common shares issued for services | 3,332 | ||||
Net loss for the period | (234,889) | (234,889) | |||
Other comprehensive gain | $ 657 | 657 | |||
Balances at Aug. 31, 2017 | $ 11,327 | 827,942 | 657 | (295,089) | $ 544,837 |
Balances (in shares) at Aug. 31, 2017 | 11,327,302 | 11,327,302 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for cash | $ 25 | 9,975 | $ 10,000 | ||
Common shares issued for cash (in shares) | 25,000 | ||||
Common shares issued for services - officers | 17,251 | 17,251 | |||
Net loss for the period | (277,057) | (277,057) | |||
Other comprehensive gain | (1,025) | (1,025) | |||
Balances at Nov. 30, 2017 | $ 11,352 | 855,168 | (368) | (572,146) | 294,006 |
Balances (in shares) at Nov. 30, 2017 | 11,352,302 | ||||
Balances at Aug. 31, 2017 | $ 11,327 | 827,942 | 657 | (295,089) | $ 544,837 |
Balances (in shares) at Aug. 31, 2017 | 11,327,302 | 11,327,302 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss for the period | $ (1,075,521) | ||||
Other comprehensive gain | (2,279) | ||||
Balances at Feb. 28, 2018 | $ 12,368 | 1,575,039 | (1,622) | (1,370,610) | 215,175 |
Balances (in shares) at Feb. 28, 2018 | 12,367,889 | ||||
Balances at Aug. 31, 2017 | $ 11,327 | 827,942 | 657 | (295,089) | $ 544,837 |
Balances (in shares) at Aug. 31, 2017 | 11,327,302 | 11,327,302 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Loan forgiven by previous stockholder | $ 0 | ||||
Common shares issued for cash | $ 2,035 | 1,384,578 | 1,386,613 | ||
Common shares issued for cash (in shares) | 2,034,991 | ||||
Common shares issued for services - officers | $ 520 | 56,315 | 56,835 | ||
Common shares issued for services - officers (in shares) | 520,000 | ||||
Common shares issued for services | $ 120 | 125,880 | 126,000 | ||
Common shares issued for services (in shares) | 120,000 | ||||
Stock option granted for services | 107,169 | 107,169 | |||
Net loss for the period | (2,343,491) | (2,343,491) | |||
Other comprehensive gain | (12,937) | (12,937) | |||
Balances at Aug. 31, 2018 | $ 14,002 | 2,501,884 | (12,280) | (2,638,580) | $ (134,974) |
Balances (in shares) at Aug. 31, 2018 | 14,002,293 | 14,002,293 | |||
Balances at Nov. 30, 2017 | $ 11,352 | 855,168 | (368) | (572,146) | $ 294,006 |
Balances (in shares) at Nov. 30, 2017 | 11,352,302 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for cash | $ 896 | 581,241 | 582,137 | ||
Common shares issued for cash (in shares) | 895,587 | ||||
Common shares issued for services - officers | 12,750 | 12,750 | |||
Common shares issued for services | $ 120 | 125,880 | 126,000 | ||
Common shares issued for services (in shares) | 120,000 | ||||
Net loss for the period | (798,464) | (798,464) | |||
Other comprehensive gain | (1,254) | (1,254) | |||
Balances at Feb. 28, 2018 | $ 12,368 | 1,575,039 | (1,622) | (1,370,610) | 215,175 |
Balances (in shares) at Feb. 28, 2018 | 12,367,889 | ||||
Balances at Aug. 31, 2018 | $ 14,002 | 2,501,884 | (12,280) | (2,638,580) | $ (134,974) |
Balances (in shares) at Aug. 31, 2018 | 14,002,293 | 14,002,293 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for cash | $ 228 | 170,546 | $ 170,774 | ||
Common shares issued for cash (in shares) | 227,727 | ||||
Common shares issued for services - officers | 13,000 | 13,000 | |||
Stock option granted for services | 28,051 | 28,051 | |||
Net loss for the period | (556,903) | (556,903) | |||
Other comprehensive gain | 4,888 | 4,888 | |||
Balances at Nov. 30, 2018 | $ 14,230 | 2,713,481 | (7,392) | (3,195,483) | (475,164) |
Balances (in shares) at Nov. 30, 2018 | 14,230,020 | ||||
Balances at Aug. 31, 2018 | $ 14,002 | 2,501,884 | (12,280) | (2,638,580) | $ (134,974) |
Balances (in shares) at Aug. 31, 2018 | 14,002,293 | 14,002,293 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss for the period | $ (981,692) | ||||
Other comprehensive gain | 1,282 | ||||
Balances at Feb. 28, 2019 | $ 15,679 | 2,923,417 | (10,998) | (3,620,272) | $ (692,174) |
Balances (in shares) at Feb. 28, 2019 | 15,679,489 | 15,679,489 | |||
Balances at Nov. 30, 2018 | $ 14,230 | 2,713,481 | (7,392) | (3,195,483) | $ (475,164) |
Balances (in shares) at Nov. 30, 2018 | 14,230,020 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for cash | $ 1,449 | 1,085,682 | 1,087,131 | ||
Common shares issued for cash (in shares) | 1,449,469 | ||||
Common shares issued for services - officers | 13,000 | 13,000 | |||
Reclass of warrant derivative liability from equity | (918,050) | (918,050) | |||
Stock option granted for services | 29,304 | 29,304 | |||
Net loss for the period | (424,789) | (424,789) | |||
Other comprehensive gain | (3,606) | (3,606) | |||
Balances at Feb. 28, 2019 | $ 15,679 | $ 2,923,417 | $ (10,998) | $ (3,620,272) | $ (692,174) |
Balances (in shares) at Feb. 28, 2019 | 15,679,489 | 15,679,489 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (981,692) | $ (1,075,521) | $ (2,343,491) | $ (234,889) |
Amortization of debt discount | 600 | |||
Stock based compensation | 83,355 | 156,001 | 290,004 | 3,332 |
Depreciation | 140 | 146 | 290 | |
Change in fair value of derivative | (333,130) | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 19,295 | (12,423) | (35,384) | (1,500) |
Other receivables | 13,176 | (1,327) | (22,127) | 0 |
Accounts payable and accrued liabilities | 56,730 | 295,745 | 500,696 | 15,636 |
Net cash used in operating activities | (1,142,126) | (637,379) | (1,610,020) | (216,821) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of equipment | (887) | (845) | ||
Net cash used in investing activities | (887) | (845) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Issuance of common shares | 1,257,905 | 592,137 | 1,386,613 | 772,681 |
Advance from related party | 8,075 | 16,583 | 19,894 | 24,585 |
Repayment to related party | (5,221) | (15,843) | (18,056) | (11,317) |
Proceeds from issuance of note payable | 29,400 | |||
Repayment of note payable | (30,000) | |||
Net cash provided by financing activities | 1,260,759 | 592,877 | 1,388,451 | 785,349 |
Effects on changes in foreign exchange rate | 1,271 | (2,279) | (12,937) | 657 |
Net decrease in cash and cash equivalents | 119,904 | (47,668) | (235,351) | 568,528 |
Cash and cash equivalents - beginning of period | 337,424 | 572,775 | 572,775 | 3,590 |
Cash and cash equivalents - end of period | 457,328 | 525,107 | 337,424 | 572,775 |
Supplemental Cash Flow | ||||
Cash paid for interest | 0 | 0 | 1,500 | |
Cash paid for income taxes | 0 | $ 0 | $ 0 | 0 |
Non-cash financing and investing activities: | ||||
Loan forgiven by previous stockholder | $ 16,856 | |||
Reclass of warrant derivative liability from equity | $ 918,050 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Aug. 31, 2018 | |
Organization And Description Of Business [Abstract] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS ARTELO BIOSCIENCES, INC. (the “Company”) is a Nevada corporation incorporated on May 2, 2011. It is based in San Diego County, California. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”), and the Company’s fiscal year end is August 31st. Effective on February 10, 2017, the Company changed its name from “KNIGHT KNOX DEVELOPMENT CORP.,” to “REACTIVE MEDICAL INC.” On April 14, 2017, the Company changed its name from “REACTIVE MEDICAL INC.” to “ARTELO BIOSCIENCES, INC.” The Company registered fully owned subsidiaries in Ireland, Trinity Reliant Ventures Limited, on November 11, 2016 and in the UK, Trinity Research & Development Limited, on June 2, 2017. Operations in the subsidiaries have been consolidated in the financial statements. The Company intends to license, develop and commercialize novel therapeutic treatments targeting the endocannabinoid system. To date, the Company’s activities have primarily been limited to its formation, business development activities, sponsored research, and the raising of equity capital. | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS ARTELO BIOSCIENCES, INC. (the "Company") is a Nevada corporation incorporated on May 2, 2011. It is based in San Diego County, California. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is August 31. Effective on February 10, 2017, the Company changed its name from “KNIGHT KNOX DEVELOPMENT CORP.,” to “REACTIVE MEDICAL INC.” On April 14, 2017, the Company changed its name from “REACTIVE MEDICAL INC.” to “ARTELO BIOSCIENCES, INC”. In May 2017, the Company registered wholly-owned subsidiaries in England and Wales, Trinity Reliant Ventures Limited, and Trinity Research & Development Limited. Operations in the subsidiary have been consolidated in the financial statements. The Company intends to license, develop and commercialize novel cannabinoid therapeutic treatments. To date, the Company’s activities have been limited to its formation and the raising of equity capital. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Aug. 31, 2018 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (the “SEC”) and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended February 28, 2019 are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended August 31, 2018 contained in the Company’s Form 10-K filed on November 29, 2018. Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiaries Trinity Reliant Ventures Limited and Trinity Research & Development Limited. All intercompany balances and transactions have been eliminated. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. 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. For stock-based derivative financial instruments, the Company used a Monte Carlo valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s wholly-owned subsidiaries, Trinity Reliant Ventures Limited, and Trinity Research & Development Limited. Property, plant and equipment Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Furniture and Fixtures 3 Years Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended August 31, 2018, no impairment losses have been identified. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $337,424 and $572,775 in cash and cash equivalents as at August 31, 2018 and 2017, respectively. Foreign Currency Transactions Some of the Company’s planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arise from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included as other comprehensive income. Financial Instruments The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. Share-based Expenses ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company has recently adopted the guidance included under ASU 2018-07, stock-based compensation issued to non-employees and consultants. Equity-Based Payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share based payment awards are measured at the grant date There were $290,004 and $3,332 share-based expenses for the year ending August 31, 2018 and 2017, respectively. Deferred Income Taxes and Valuation Allowance The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred 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 tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as at August 31, 2018 and 2017. Net Loss per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share,” For the years ended August 31, 2018 and 2017, potentially dilutive instruments are as follows: August 31, 2018 August 31, 2017 Warrants 3,962,293 1,927,302 Options 400,000 - Total 4,362,293 1,927,302 Related Parties The Company follows ASC 850, Related Party Disclosures, Prepaid Expenses and Deposits Prepaid expenses and deposits consist of security deposits paid. Commitments and Contingencies The Company follows ASC 450-20 , “Loss Contingencies Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued a two-part Accounting Standards Update (“ASU”) No. 2017-11, I. Accounting for Certain Financial Instruments With Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception (“ASU 2017-11”).ASU 2017-11 amends guidance in FASB ASC 260, Earnings Per Share, FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging. The amendments in Part I of ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments in Part II of ASU 2017-11 re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. ASU 2017-11 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. We have early adopted this standard. Certain cash subscription agreements entered into by the Company contain embedded derivative features, which in accordance with the new guidance, do not give rise to an associated derivative liability. In June 2018, the FASB issued ASU No. 2018-07 , Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The core principle of this ASU is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a contract. ASU 2014-09 was scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is now effective for public business entities for the annual reporting period beginning December 15, 2017. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which clarifies certain aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications, and providing certain technical corrections. The effective date and transition requirements of ASU 2016-12 are the same as those for ASU 2014-09. The Company adopted the new guidance, Accounting Standards Codification ASC - 606 Revenue from Contracts with Customers The Company has considered all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. |
GOING CONCERN
GOING CONCERN | 6 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Aug. 31, 2018 | |
Going Concern [Abstract] | ||
GOING CONCERN | NOTE 3 - GOING CONCERN The Company’s financial statements are prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established an ongoing source of revenues sufficient to cover its operating cost and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company includes: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the six months ended February 28, 2019, the Company had a net loss of $981,692. As of February 28, 2019, the Company had an accumulated deficit of $3,620,272 and has earned no revenues. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for future periods. | NOTE 3 - GOING CONCERN The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any revenue to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the year ended August 31, 2018, the Company has a net loss of $2,343,491. As at August 31, 2018, the Company had an accumulated deficit of $2,638,580 and has earned no revenues. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for future periods. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Aug. 31, 2018 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS During the six months ended February 28, 2019, the president of the Company incurred $600 of expenses on behalf of the Company. The amounts owed to the related party as of February 28, 2019 and August 31, 2018 are $2,802 and $2,202, respectively. The amounts are non-interest bearing and have no terms of repayment. During the six months ended February 28, 2019, the former President, and current Senior Vice President, European Operations, who is a major stockholder of the Company, paid for expenses on behalf of the Company for a total of $7,475. The amount of $5,221 was repaid during the six months ended February 28, 2019. The amounts owed to the related party as of February 28, 2019 and August 31, 2018 are $2,732 and $498, respectively. The amounts are non-interest bearing, and have no terms of repayment. During the six months ended February 28, 2019, an entity owned by the Senior Vice President, European Operations, who is a major stockholder of the Company, provided $18,000 worth of consulting services to the Company. As of February 28, 2019, there is $4,000 outstanding. | NOTE 4 - RELATED PARTY TRANSACTIONS During the year ended August 31, 2017, the Company borrowed an additional $12,406 from former President of the Company who at the time was the Company’s controlling shareholder; the amount borrowed was non-interest bearing and due on-demand loan (the “Shareholder Loan”). On November 18, 2016, the Shareholder Loan was forgiven for the total loan amount of $16,856. During the year ended August 31, 2018, the President of the Company incurred $1,340 of expenses on behalf of the Company. The amount owing to the related party as of August 31, 2018 and August 31, 2017 is $2,202 and $862, respectively. The amounts are non-interest bearing and have no terms of repayment. During the year ended August 31, 2018 the former President, and current Senior Vice President, European Operations, who is a major stockholder paid rent expense on behalf of the Company, and paid for expenses on behalf of the company for a total of $18,554. The amount of $18,056 was repaid during the year ended August 31, 2018. The amount owing to the related party as of August 31, 2018 and August 31, 2017 is $498 and $0, respectively. The amounts are non-interest bearing, and have no terms of repayment. On November 18, 2016, the former President of the Company transferred all of the 6,000,000 shares that he held to the Company’s current Senior Vice President, European Operations. During the year ended August 31, 2017, the Company received $150,000 from two related parties from shares issuance under subscription agreement. The amounts have been recorded as stock common stock issued, and was settled with shares of the Company subsequent to year-end. The amounts of $150,000 with related parties is for the issuance of 375,000 common shares, purchase price of $0.40 and 375,000 warrants with an exercise price of $1.00 per share, and five years expiry date. The Company has an employment contract with a key employee, Mr. Gregory Gorgas, who is an officer of the Company. As of August 31, 2018 no salary is owed. During the year ended August 31, 2018, $74,840 was paid as salary to Mr. Gorgas. The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties. On May 2, 2017, the Company appointed two additional Directors. Each Director was granted a restricted stock award (the “RSA”) for 120,000, and 100,000 shares, respectively, of the Company’s common stock, vesting annually over a four-year period, in each case subject to such director’s continued service to the Company. On July 31, 2017, the Company appointed one additional Director. The Director was granted a restricted stock award (the “RSA”) for 100,000 shares of the Company’s common stock, vesting annually over a four-year period, in each case subject to the director’s continued service to the Company. On September 20, 2017, the Company appointed two additional Directors. Each Director was granted a restricted stock award (the “RSA”) for 100,000 shares of the Company’s common stock, vesting annually over a four-year period, in each case subject to such director’s continued service to the Company. On January 26, 2018, the Company received $65,000 from two related parties from shares issuance under subscription agreement. The amounts have been recorded as stock common stock issued, and was be settled with shares of the Company subsequent to quarter end. The amounts of $65,000 with related parties is for the issuance of 99,999 common shares, purchase price of $0.65 and 99,999 warrants with an exercise price of $1.50 per share, and five years expiry date. (See note 5). During the year ended August 31, 2018, the company recorded $56,835 of stock compensation expense for all five members of the Company’s Board of Directors. |
EQUITY
EQUITY | 6 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Aug. 31, 2018 | |
Equity [Abstract] | ||
EQUITY | NOTE 5 - EQUITY Preferred shares The Company has authorized 50,000,000 shares of preferred stock with a par value of $0.001. During the six months ended February 28, 2019, there were no issuances of preferred stock Common Shares The Company has authorized 150,000,000 shares of common stock with a par value of $0.001 per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought. During the six months ended February 28, 2019, the Company received cash of $1,257,905 for 1,677,196 units at a price of $0.75 per unit (a “Series D Unit”) pursuant to the Company’s Series D offering. Each Series D Unit consists of: (i) one (1) share of common stock; and (ii) one (1) Series D Stock Purchase Warrant to purchase one (1) share of common stock at a price of $1.75 per share, for a period of 5 years from the issue date. Warrants In connection with the common stock sold pursuant to subscription agreements in fiscal year 2019, 2018 and 2017, each individual investor received warrants to purchase additional shares of the stock. For each unit purchased in the Company’s Series A offering, Series B offering, Series C offering and Series D offering, each investor will receive one Series A, Series B, Series C or Series D Common Stock Purchase Warrant, respectively, to purchase one share of the Company’s common stock for a period of five years from the date of the subscription agreement at a price per share from $1.00 to $1.75, depending on the subscription round. Under the terms of the subscription agreements for the Company’s private placement offerings, following the closing date of such private offering until the earlier of (i) the date that the registration statement of the shares issued in such offering is declared effective by the SEC, or (ii) the date the shares otherwise become freely tradable, if the Company issues any common stock or common stock equivalent entitling the new investor to acquire common stock at a price below the purchase price for that particular prior subscription agreement, the Company will be required to issue the prior investor additional units, each consisting of one share of common stock and a warrant to purchase one share of common stock, equal to the difference between the units actually issued at such closing to the new investor, and the number of units we would have issued to the prior investor had the offering been completed at this new, lower price per share. Management reviewed the terms of the agreements and determined that in accordance with ASC 815, these cash subscription agreements entered into by the Company contain derivative features. As of February 28, 2019, a derivative liability of $584,920 has been recorded. A summary of activity during the six months ended February 28, 2019 follows: Weighted Weighted Number of Average Average shares Exercise Price Life (years) Outstanding, August 31, 2018 3,962,293 $ 1.30 4.23 Granted 1,677,196 1.75 5 Forfeited - - - Exercised - - - Outstanding, February 28, 2019 5,639,489 $ 1.43 4.04 The intrinsic value of the warrants as of February 28, 2019 is $390,422. Stock Options On August 17, 2018, the Company granted options to consultants to purchase an aggregate of 400,000 shares of the Company’s common stock at a price of $1.35 per share with various vesting schedules. The options expire on August 17, 2028, unless such consultant ceases his or her service as a consultant prior the exercise or expiration of the option. One consultant also serves as a director. During the six months ended February 28, 2019, $57,355 was expensed, and as of February 28, 2019, $372,164 remains unamortized. The intrinsic value of the 400,000 options as of February 28, 2019 is $0, and the weighted average value of the remaining life of the options is $9.47. During the six months ended February 28, 2019, the Company recorded $26,000 of stock compensation expense for five members of the Company’s Board of Directors. The following is a summary of stock option activity during the six months ended February 28, 2019: Options Outstanding Number of Weighted Average Fair Value Options Exercise Price on Grant Date Outstanding, August 31, 2018 400,000 $ 1.35 $ 536,688 Granted - - - Exercised - - - Forfeited/canceled - - - Outstanding, February 28, 2019 400,000 $ 1.35 $ 536,688 The following table summarizes information relating to exercisable stock options as of February 28, 2019: Options Outstanding Options Exercisable Weighted Average Remaining Weighted Average Weighted Average Number of Options Contractual life (in years) Exercise Price Number of Shares Exercise Price 400,000 9.47 $ 1.35 108,560 $ 1.35 | NOTE 5 - EQUITY Authorized Stock On January 19, 2017, a majority of stockholders of the Company and the board of directors approved a change of name of the Company from Knight Knox Development Corp. to Reactive Medical Inc. and an increase to the authorized capital from 75,000,000 shares of common stock, par value $0.001 to 150,000,000 shares of common stock, par value $0.001 and 50,000,000 shares of preferred stock, par value $0.001. Preferred shares The Company has authorized 50,000,000 shares of preferred stock with a par value of $0.001. During the year ended August 31, 2018 and 2017, there were no issuance of preferred stock. Common Shares The Company has authorized 150,000,000 common stock with a par value of $0.001 per share. Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. During the year ended August 31, 2017, the Company received $770,921 that has been recorded as stock issued in relation to a subscription agreement on June 30, 2017, for the issuance of 1,927,302 common stock. The shares of common stock were not issued as of August 31, 2017, however, the individuals that contributed cash to the Company had shareholder rights on the shares associated with the subscription agreement, and therefore the common stock was considered to be issued as of August 31, 2017. Per the terms of the subscription agreement, following the closing date until the earlier of (i) the date that the registration is declared effective by the SEC, or (ii) the date the shares become freely tradable, if the Company issues any common stock or common stock equivalent entitling the holder to acquire common stock at a price below $0.40, the Company will be required to issue the subscribers that number of additional unites equal to the difference between the units issued at closing, and the number units the Company would have issued to the subscriber had the offering been completed at this discounted price. During the year ended August 31, 2017, the Company issued 1,760,000 shares of common stock, par value $0.001 for proceeds of $1,760. The Company cancelled 400,000 shares of common stock and refunded $400. The Company has issued 520,000 Restricted Shares Award (the “RSAs”) to five of the Company’s Directors, vesting annually over a four-year period, in each case subject to the director’s continued service to the Company. Refer to Note 4 for further discussion related to the RSAs. During the year ended August 31, 2018, the Company issued as follows, · On January 2, 2018, the Company issued 120,000 shares of its common stock valued at $126,000 to NEOMED for services. The Company received $10,000 that has been recorded as stock issued in relation to a subscription agreement on June 30, 2017, for the issuance of 25,000 shares of common stock. · During the year ended August 31, 2018, the Company received cash of $850,785 that has been recorded for the issuance of 1,308,893 shares of common stock at a price of $0.65 per Unit pursuant to a private placement offering conducted by the Company in relation to subscription agreements accepted on January 26, 2018 and March 15, 2018. Each Unit consists of: (i) one (1) share of common stock; and (ii) one (1) Series A Stock Purchase Warrant to purchase one (1) share of common stock at a price of $1.50 per share for a period of 5 years from the issue date. · During the year ended August 31, 2018, the Company received cash of $525,828 that has been recorded for the issuance of 701,098 shares of common stock at a price of $0.75 per Unit pursuant to a private placement offering conducted by the Company in relation to subscription agreements accepted up to August 31, 2018. Each Unit consists of: (i) one (1) share of common stock; and (ii) one (1) Series C Stock Purchase Warrant to purchase one (1) share of common stock at a price of $1.75 per share for a period of 5 years from the issue date. Under the terms of the subscription agreements for our private placement offerings, following the closing date of such private offering until the earlier of (i) the date that the registration statement of the shares issued in such offering is declared effective by the SEC, or (ii) the date the shares otherwise become freely tradable, if we issue any common stock or common stock equivalent entitling the new investor to acquire common stock at a price below the purchase price for that particular prior subscription agreement, we will be required to issue the prior investor additional units, each consisting of one share of common stock and a warrant to purchase one share of common stock, equal to the difference between the units actually issued at such closing to the new investor, and the number of units we would have issued to the prior investor had the offering been completed at this new, lower price per share. In accordance with ASC 815, these cash subscription agreements entered into by the Company contain derivative features which were determined to be immaterial. Warrants In relation to the common stock related to subscription agreements mentioned above, each individual investor received warrants with the purchase of the stock. For each share purchased, the investor will receive one Series A or Series B Common Stock Purchase Warrant to purchase one share of the Company’s common stock for a period of five years from the date of the share subscription with ranges of prices from $1.00 per share to $1.75 per share. As of August 31, 2018, there are 3,962,293 Common Stock Purchase Warrants outstanding and exercisable, with a weighted average life remaining of 4.23 years, and weighted average exercise price of $1.30. The intrinsic value of the warrants as of August 31, 2018 is $585,691. 2018 Equity Incentive Plan On August 17, 2018, the Board of Directors of the Company approved the Equity Incentive Plan (the “2018 Plan”). The 2018 Plan permits the Company to issue up to 3,000,000 shares of common stock upon exercise of options granted to selected employees, officers, directors, consultants and advisers. The options may be either “incentive stock options” (as such term is defined in the Internal Revenue Code of 1986) or nonstatutory stock options that are not intended to qualify as “incentive stock options”. Incentive stock options may be granted only to employees. The 2018 Plan is administered by the Board or, at the discretion of the Board, a Board committee. The administrator determines who will receive options and the terms of the options, including the exercise price, expiration date, vesting and the number of shares. The exercise price of each stock option may not be less than the fair market value of the Common Stock on the date of grant, although the exercise price of any incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value on the grant date. Options may be exercisable (“vest”) immediately or in increments based on time and/or performance criteria as determined by the administrator. The term of any option may not exceed 10 years (five years for any incentive stock option granted to a 10% stockholder), and unless otherwise determined by the administrator, each option must terminate no later than three months after the termination of the optionee’s employment (one year in the event of death or disability). Subject to a few minor exceptions, options may not be transferred other than by will or by the laws of descent and distribution. The 2018 Plan will expire on August 17, 2028. On August 17, 2018, the Company granted options to directors and consultants to purchase an aggregate of 400,000 shares of our common stock at a price of $1.35 per share with a various vesting schedule. The options expire August 17, 2028, unless such director and consultants ceases his or her service as a director or consultant prior the exercise or expiration of the option. The Company utilizes the Black-Scholes model to value the stock options. The Company utilized the following assumptions: · Expected term: 10 years · Expected volatility: 170% · Risk free interest rate: 2.87% · Expected dividend yield: 0% Name Number of Shares Exercise Price Vesting Commencement Date Expiration Date Vesting Schedule Saoirse O’Sullivan 100,000 $ 1.35 August 17, 2018 August 17, 2028 (1) R. Martin Emanuele, Ph.D. 100,000 $ 1.35 August 17, 2018 August 17, 2028 (1) Andy Yates, Ph.D. 100,000 $ 1.35 August 17, 2018 August 17, 2028 (1) Steven D. Reich, M.D. 100,000 $ 1.35 April 1, 2018 August 17, 2028 (2) Total option grants: 400,000 _______________ (1) Twenty-five percent (25%) of the Shares subject to the Option shall vest on the Vesting Commencement Date, and one forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date. (2) The number of Shares that will vest upon the first day following the end of such Vesting Period (a “Vesting Date”) will equal (i) the lesser of (a) the number of hours that the Company’s Chief Executive Officer certifies Participant provided the Services during such Vesting Period or (b) 60, multiplied by (ii) a number of Shares equal to 350 divided by the exercise price per Share of the option. “Vesting Period” means each three-month period during the term of the consulting agreement, beginning on the Vesting Commencement Date. As of August 31, 2018, there were 2,600,000 shares available for future grant under the 2018 Plan. During the year ended August 31, 2018, $107,169 was expensed, and as of August 31, 2018, $429,519 remains unamortized. The intrinsic value of the 400,000 options as of August 31, 2018 is $0, and the weighted average value of the remaining life of the options is 9.97. |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended |
Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 6 - PROVISION FOR INCOME TAXES The Company has not made provision for income taxes for the year end August 31, 2018 and August 31, 2017, since the Company has the benefit of net operating losses in these periods. Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax asset as at August 31, 2018. The Company has incurred a net operating loss of $2,288,376, the net operating losses carry forward will begin to expire in varying amounts from year 2034 subject to its eligibility as determined by respective tax regulating authorities. The Company’s net operating loss carry forwards may be subject to annual limitations, which could eliminate, reduce or defer the utilization of the losses because of an ownership change as defined in Section 382 of the Internal Revenue Code. The Company’s federal tax returns remain subject to examination by the IRS. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”), was signed into law. The Tax Act includes numerous changes to tax laws impacting business, the most significant being a permanent reduction in the federal corporate income tax rate from 34% to 21%. The rate reduction took effect on January 1, 2018. As the Company’s 2018 fiscal year ended on August 31, 2018, the Company’s federal blended corporate tax rate for fiscal year 2018 is 25.3%, based on the applicable tax rates before and after the Tax Act and the number of days in the fiscal year to which the two different rates applied. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 25.3% and 34% to the net loss before provision for income taxes for the following reasons: August 31, 2018 2017 Income tax expense at statutory rate $ (519,532 ) $ (79,639 ) Change in valuation allowance 519,532 79,639 Income tax expense per books $ - $ - Net deferred tax assets consist of the following components as of: August 31, August 31, 2018 2017 NOL Carryover $ (578,959 ) $ (100,330 ) Valuation allowance 578,959 100,330 Net deferred tax asset $ - $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Aug. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES The Company has certain financial commitments in relation to Research and Development contracts. As of February 28, 2019: · The Company is obligated to make one payment of $77,760 on March 1, 2019 for research and development. · The Company is obligated to make two semi-annual payments totaling 115,000 GBP over the next year. A payment of $57,500 GBP is due on October 5, 2018, and April 5, 2019, respectively. The October 5, 2018 payment has not yet been paid by the Company. · The Company is invoiced monthly and quarterly in relation to several Research and Development contracts. · The Company may be obligated to make additional payments related to Research and Development contracts entered into, dependent on the progress and milestones achieved through the programs. | NOTE 7 – COMMITMENTS AND CONTENGENCIES The Company has certain financial commitments in relation to Research and Development contracts. As of August 31, 2018: · The Company is obligated to make a $100,000 payment for research and development on October 1, 2018. · The Company is obligated to make three payments of $77,760 each on September 1, 2018, December 1, 2018, and March 1, 2019 for research and development. · The Company is obligated to make a two semi-annual payments totaling 154,000 GBP over during the next year. · The Company is invoiced monthly and quarterly in relation to several Research and Development contracts. · The Company may be obligated to make additional payments related to Research and Development contracts entered into, dependent on the progress and milestones achieved through the programs. |
DERIVATIVE LIABILITY AND FAIR V
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS | 6 Months Ended |
Feb. 28, 2019 | |
Derivative Liability And Fair Value Measurements [Abstract] | |
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS | NOTE 7 – DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS The Company recognized a derivative liability related to the purchase price protection clause associated with equity offerings for Series D offering (Note 5). Additional units would be issued to the unit holder if the Company should issue common stock or the equivalent at a share price less than $0.75 per share. In accordance with ASC 815-10- Derivatives and Hedging Changes in the fair value of the warrant liability were as follows: Fair value – August 31, 2018 $ - Reclass of warrant derivative liability from equity (918,050 ) Change in fair value for the period of warrant derivative liability 333,130 Fair value – February 28, 2019 584,920 The Monte Carlo pricing model was used to estimate the fair value of the derivative liability and reflected the following assumptions: February 28, 2019 August 31, 2018 Assumptions for Pricing Model: Expected term in years 0.25 – 0.33 — Volatility 146 % — Risk-free interest rate 2.45% - 2.52 % — Expected annual dividends 0 % — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Aug. 31, 2018 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS On March 15, 2019, the Board approved the issuance of 200,000 shares of our Common Stock to Blackrock Ventures, Ltd., a Company owned by a former director, in exchange for its prior services to the Company. On April 24, 2019, we granted 490,379 shares of common stock to NEOMED in connection with our exercise of the NEOMED Option for an exclusive worldwide license to develop and commercialize products . In addition to this equity grant, we must pay NEOMED a cash payment of $1,500,000 by August 3, 2019. On April 25, 2019, we granted 90,909 shares of common stock to NEOMED pursuant to the terms of the First Amendment to NEOMED Agreement for payment of services valued at $100,000 . On April 25, 2019, we held an initial closing of a private placement offering of our Series E Units (the “Series E Units”). On May 24, 2019, we held a final closing of our Series E Units. We sold an aggregate total of 439,718 Series E Units at a price of $0.95 per Series E Unit for aggregate proceeds of $417,732 (the “Series E Offering”). Each Series E Unit consists of: (i) one (1) share of common stock; and (ii) a Series E Stock Purchase Warrant to purchase one-half (1/2) share of common stock at a price of $2.00 per share for a period of 3 years from the issue date. The Series E Common Stock Warrants cannot be exercised on a cashless basis by non-affiliates. The consummation of the transactions contemplated by the Subscription Agreement (the “Series E Subscription Agreement”) occurred on May 24, 2019. As part of the Series E Offering, the Company and the Investors entered into a Series E Registration Rights Agreement, which requires the Company to register for resale all of the shares of common stock sold as part of the Series E Offering, including those issuable upon exercise of the Series E Common Stock Warrants, within 180 days from the closing of Series E the Offering. Management reviewed the terms of the agreements and determined that in accordance with ASC 815, these cash subscription agreements entered into by the Company contain derivative features. | NOTE 8– SUBSEQUENT EVENTS Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no events have occurred that require recognition or disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Aug. 31, 2018 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (the “SEC”) and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended February 28, 2019 are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended August 31, 2018 contained in the Company’s Form 10-K filed on November 29, 2018. | Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. |
Basis of Consolidation | Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiaries Trinity Reliant Ventures Limited and Trinity Research & Development Limited. All intercompany balances and transactions have been eliminated. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. 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. For stock-based derivative financial instruments, the Company used a Monte Carlo valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s wholly-owned subsidiaries, Trinity Reliant Ventures Limited, and Trinity Research & Development Limited. |
Property, plant and equipment | Property, plant and equipment Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Furniture and Fixtures 3 Years Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended August 31, 2018, no impairment losses have been identified. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $337,424 and $572,775 in cash and cash equivalents as at August 31, 2018 and 2017, respectively. | |
Foreign Currency Transactions | Foreign Currency Transactions Some of the Company’s planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arise from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included as other comprehensive income. | |
Financial Instruments | Financial Instruments The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. | |
Share-based Expenses | Share-based Expenses ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company has recently adopted the guidance included under ASU 2018-07, stock-based compensation issued to non-employees and consultants. Equity-Based Payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share based payment awards are measured at the grant date There were $290,004 and $3,332 share-based expenses for the year ending August 31, 2018 and 2017, respectively. | |
Deferred Income Taxes and Valuation Allowance | Deferred Income Taxes and Valuation Allowance The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred 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 tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as at August 31, 2018 and 2017. | |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock The Company has adopted ASC Topic 260, ”Earnings per Share,” For the years ended August 31, 2018 and 2017, potentially dilutive instruments are as follows: August 31, 2018 August 31, 2017 Warrants 3,962,293 1,927,302 Options 400,000 - Total 4,362,293 1,927,302 | |
Related Parties | Related Parties The Company follows ASC 850, Related Party Disclosures, | |
Prepaid Expenses and Deposits | Prepaid Expenses and Deposits Prepaid expenses and deposits consist of security deposits paid. | |
Commitments and Contingencies | Commitments and Contingencies The Company follows ASC 450-20 , “Loss Contingencies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued a two-part Accounting Standards Update (“ASU”) No. 2017-11, I. Accounting for Certain Financial Instruments With Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception (“ASU 2017-11”).ASU 2017-11 amends guidance in FASB ASC 260, Earnings Per Share, FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging. The amendments in Part I of ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments in Part II of ASU 2017-11 re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. ASU 2017-11 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. We have early adopted this standard. Certain cash subscription agreements entered into by the Company contain embedded derivative features, which in accordance with the new guidance, do not give rise to an associated derivative liability. In June 2018, the FASB issued ASU No. 2018-07 , Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The core principle of this ASU is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a contract. ASU 2014-09 was scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is now effective for public business entities for the annual reporting period beginning December 15, 2017. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which clarifies certain aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications, and providing certain technical corrections. The effective date and transition requirements of ASU 2016-12 are the same as those for ASU 2014-09. The Company adopted the new guidance, Accounting Standards Codification ASC - 606 Revenue from Contracts with Customers The Company has considered all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of assets | Furniture and Fixtures 3 Years |
Schedule of dilutive instruments | August 31, 2018 August 31, 2017 Warrants 3,962,293 1,927,302 Options 400,000 - Total 4,362,293 1,927,302 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Aug. 31, 2018 | |
Equity [Abstract] | ||
Summary of activity warrants outstanding | Weighted Weighted Number of Average Average shares Exercise Price Life (years) Outstanding, August 31, 2018 3,962,293 $ 1.30 4.23 Granted 1,677,196 1.75 5 Forfeited - - - Exercised - - - Outstanding, February 28, 2019 5,639,489 $ 1.43 4.04 | |
Summary of stock option activity | Options Outstanding Number of Weighted Average Fair Value Options Exercise Price on Grant Date Outstanding, August 31, 2018 400,000 $ 1.35 $ 536,688 Granted - - - Exercised - - - Forfeited/canceled - - - Outstanding, February 28, 2019 400,000 $ 1.35 $ 536,688 | |
Summary of exercisable stock options outstanding | Options Outstanding Options Exercisable Weighted Average Remaining Weighted Average Weighted Average Number of Options Contractual life (in years) Exercise Price Number of Shares Exercise Price 400,000 9.47 $ 1.35 108,560 $ 1.35 | |
Schedule of assumptions to value the stock options | Name Number of Shares Exercise Price Vesting Commencement Date Expiration Date Vesting Schedule Saoirse O’Sullivan 100,000 $ 1.35 August 17, 2018 August 17, 2028 (1) R. Martin Emanuele, Ph.D. 100,000 $ 1.35 August 17, 2018 August 17, 2028 (1) Andy Yates, Ph.D. 100,000 $ 1.35 August 17, 2018 August 17, 2028 (1) Steven D. Reich, M.D. 100,000 $ 1.35 April 1, 2018 August 17, 2028 (2) Total option grants: 400,000 _______________ (1) Twenty-five percent (25%) of the Shares subject to the Option shall vest on the Vesting Commencement Date, and one forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date. (2) The number of Shares that will vest upon the first day following the end of such Vesting Period (a “Vesting Date”) will equal (i) the lesser of (a) the number of hours that the Company’s Chief Executive Officer certifies Participant provided the Services during such Vesting Period or (b) 60, multiplied by (ii) a number of Shares equal to 350 divided by the exercise price per Share of the option. “Vesting Period” means each three-month period during the term of the consulting agreement, beginning on the Vesting Commencement Date. |
DERIVATIVE LIABILITY AND FAIR_2
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Feb. 28, 2019 | |
Derivative Liability And Fair Value Measurements [Abstract] | |
Summary of fair value of warrant liability | Fair value – August 31, 2018 $ - Reclass of warrant derivative liability from equity (918,050 ) Change in fair value for the period of warrant derivative liability 333,130 Fair value – February 28, 2019 584,920 |
Summary of pricing model of estimate fair value of derivative liability | February 28, 2019 August 31, 2018 Assumptions for Pricing Model: Expected term in years 0.25 – 0.33 — Volatility 146 % — Risk-free interest rate 2.45% - 2.52 % — Expected annual dividends 0 % — |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | August 31, 2018 2017 Income tax expense at statutory rate $ (519,532 ) $ (79,639 ) Change in valuation allowance 519,532 79,639 Income tax expense per books $ - $ - |
Schedule of deferred tax assets | August 31, August 31, 2018 2017 NOL Carryover $ (578,959 ) $ (100,330 ) Valuation allowance 578,959 100,330 Net deferred tax asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Aug. 31, 2018 | |
Furniture and Fixtures | |
Accounting Policies [Line Items] | |
Estimated useful life | 3 Years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Accounting Policies [Line Items] | ||
Dilutive instruments | 4,362,293 | 1,927,302 |
Options | ||
Accounting Policies [Line Items] | ||
Dilutive instruments | 400,000 | 0 |
Warrant | ||
Accounting Policies [Line Items] | ||
Dilutive instruments | 3,962,293 | 1,927,302 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Feb. 28, 2019 | Feb. 28, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Accounting Policies [Abstract] | |||||
Method of depreciation | Straight-line method | ||||
Cash and cash equivalents | $ 457,328 | $ 525,107 | $ 337,424 | $ 572,775 | $ 3,590 |
Stock based compensation | $ 83,355 | $ 156,001 | $ 290,004 | $ 3,332 |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Feb. 28, 2019 | Nov. 30, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | Feb. 28, 2019 | Feb. 28, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | |
Going Concern [Abstract] | ||||||||
Net loss | $ (424,789) | $ (556,903) | $ (798,464) | $ (277,057) | $ (981,692) | $ (1,075,521) | $ (2,343,491) | $ (234,889) |
Accumulated deficit | $ (3,620,272) | $ (2,638,580) | $ (3,620,272) | $ (2,638,580) | $ (2,638,580) | $ (295,089) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) | Jan. 03, 2018USD ($)shares | May 02, 2017Directorshares | Jan. 26, 2018USD ($)RelatedParty$ / sharesshares | Sep. 20, 2017Directorshares | Jul. 31, 2017Directorshares | Nov. 18, 2016shares | Feb. 28, 2019USD ($)shares | Feb. 28, 2018USD ($) | Aug. 31, 2018USD ($)shares | Aug. 31, 2017USD ($)RelatedParty$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||||
Advance from related party | $ 8,075 | $ 16,583 | $ 19,894 | $ 24,585 | ||||||
Due to related party | $ 5,534 | $ 2,700 | 862 | |||||||
Loan forgiven by previous majority shareholder | 16,856 | |||||||||
Common shares issued for services to related parties | $ 126,000 | 770,921 | ||||||||
Number of common shares issued for services to related parties | shares | 120,000 | |||||||||
Number of warrants | shares | 5,639,489 | 3,962,293 | ||||||||
Stock based compensation | $ 26,000 | $ 56,835 | ||||||||
Number of restricted shares award issued | shares | 520,000 | |||||||||
Common stock vesting period | 4 years | |||||||||
Subscription agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common shares issued for services to related parties | $ 65,000 | $ 150,000 | ||||||||
Number of related parties | RelatedParty | 2 | 2 | ||||||||
Number of common shares issued for services to related parties | shares | 99,999 | 375,000 | ||||||||
Purchase price per share | $ / shares | $ 0.65 | $ 0.40 | ||||||||
Number of warrants | shares | 99,999 | 375,000 | ||||||||
Exercise price of warrants | $ / shares | $ 1.50 | $ 1 | ||||||||
Warrant expiration term | 5 years | 5 years | ||||||||
Former President, and current Senior Vice President, European Operations | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related party | 2,732 | $ 498 | $ 0 | |||||||
Rent Expense paid on behalf of company | 7,475 | 18,554 | ||||||||
Repayments to related party | 5,221 | 18,056 | ||||||||
Additional borrowings from previous majority shareholder | $ 12,406 | |||||||||
President | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Advance from related party | 600 | 1,340 | ||||||||
Due to related party | 2,802 | 2,202 | ||||||||
Senior Vice President, European Operations | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares transferred by former President | shares | 6,000,000 | |||||||||
Consulting services | 18,000 | |||||||||
Outstanding consulting services | $ 4,000 | |||||||||
Mr. Gregory Gorgas | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment of salary | $ 74,840 | |||||||||
Director one | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Additional number of director | Director | 1 | 1 | 1 | |||||||
Number of restricted shares award issued | shares | 120,000 | 100,000 | 100,000 | |||||||
Common stock vesting period | 4 years | 4 years | 4 years | |||||||
Director two | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Additional number of director | Director | 1 | 1 | ||||||||
Number of restricted shares award issued | shares | 100,000 | 100,000 | ||||||||
Common stock vesting period | 4 years | 4 years |
EQUITY (Details)
EQUITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Aug. 31, 2018 | |
Number Of Shares [Roll Forward] | ||
Number of shares Outstanding, August 31, 2018 | 3,962,293 | |
Number of warrant granted | 1,677,196 | |
Number of warrant forfeited | 0 | |
Number of warrant exercised | 0 | |
Number of shares Outstanding, February 28, 2019 | 5,639,489 | 3,962,293 |
Weighted Average Exercise Price [Roll Forward] | ||
Weighted Average Exercise Price,Outstanding, Outstanding, August 31, 2018 | $ 1.30 | |
Weighted Average Exercise Price Granted | 1.75 | |
Weighted Average Exercise Price Forfeited | 0 | |
Weighted Average Exercise Price Exercised | 0 | |
Weighted Average Exercise Price,Outstanding, February 28, 2019 | $ 1.43 | $ 1.30 |
Weighted Average Life [Roll Forward] | ||
Weighted Average Life (years), Outstanding | 4 years 15 days | 4 years 2 months 23 days |
Weighted Average Life (years), Granted | 5 years |
EQUITY (Details 1)
EQUITY (Details 1) - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Aug. 17, 2018 | Feb. 28, 2019 | Aug. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted during period | 0 | ||
Equity Incentive Plan 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted during period | 400,000 | 400,000 | |
Exercise Price | $ 1.35 | ||
Expiration Date | Aug. 17, 2028 | ||
Equity Incentive Plan 2018 | Saoirse O?Sullivan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted during period | 100,000 | ||
Exercise Price | $ 1.35 | ||
Vesting Commencement Date | Aug. 17, 2018 | ||
Expiration Date | Aug. 17, 2028 | ||
Equity Incentive Plan 2018 | R. Martin Emanuele, Ph.D. | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted during period | 100,000 | ||
Exercise Price | $ 1.35 | ||
Vesting Commencement Date | Aug. 17, 2018 | ||
Expiration Date | Aug. 17, 2028 | ||
Equity Incentive Plan 2018 | Andy Yates, Ph.D. | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted during period | 100,000 | ||
Exercise Price | $ 1.35 | ||
Vesting Commencement Date | Aug. 17, 2018 | ||
Expiration Date | Aug. 17, 2028 | ||
Equity Incentive Plan 2018 | Steven D. Reich, M.D. | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted during period | 100,000 | ||
Exercise Price | $ 1.35 | ||
Vesting Commencement Date | Apr. 1, 2018 | ||
Expiration Date | Aug. 17, 2028 |
EQUITY (Details 2)
EQUITY (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Aug. 31, 2018 | |
Number of Options Outstanding | ||
Number of Options Outstanding, August 31, 2018 | 400,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |
Number of Options Exercised | 0 | |
Number of Options Forfeited/canceled | 0 | |
Number of Options Outstanding, February 28, 2019 | 400,000 | 400,000 |
Weighted Average Exercise Price Options Outstanding | ||
Weighted Average Exercise Price, Outstanding, August 31, 2018 | $ 1.35 | |
Weighted Average Exercise Price, Granted | 0 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Forfeited/canceled | 0 | |
Weighted Average Exercise Price, Outstanding, February 28, 2019 | $ 1.35 | $ 1.35 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 536,688 | $ 536,688 |
EQUITY (Details 3)
EQUITY (Details 3) | 6 Months Ended |
Feb. 28, 2019$ / sharesshares | |
Equity [Abstract] | |
Number of Options exercisable | shares | 400,000 |
Weighted Average Remaining Contractual life (in years) | 9 years 5 months 19 days |
Weighted Average Exercise Price | $ / shares | $ 1.35 |
Number of Shares Warrants Exercisable | shares | 108,560 |
Warrants Exercisable Weighted Average Exercise Price | $ / shares | $ 1.35 |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) | Mar. 15, 2018Warrant$ / shares | Jan. 03, 2018USD ($)shares | Jan. 26, 2018Warrant$ / shares | Feb. 28, 2019USD ($)$ / sharesshares | Nov. 30, 2018USD ($) | Feb. 28, 2018USD ($) | Nov. 30, 2017USD ($) | Feb. 28, 2019USD ($)Warrant$ / sharesshares | Feb. 28, 2018USD ($) | Aug. 31, 2018USD ($)Warrant$ / sharesshares | Aug. 31, 2017USD ($)$ / sharesshares | Apr. 12, 2019$ / shares | Jan. 19, 2017$ / sharesshares |
Related Party Transaction [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares authorized | shares | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 75,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||
Preferred stock, shares issued | shares | 0 | 0 | 0 | 0 | |||||||||
Common stock, voting rights | Each share of common stock entitles the holder to one vote, in person or proxy | One vote | |||||||||||
Value for issuance of common shares | $ | $ 1,087,131 | $ 170,774 | $ 582,137 | $ 10,000 | $ 1,386,613 | $ 2,160 | |||||||
Common shares issued for services (in shares) | shares | 120,000 | ||||||||||||
Common shares issued for services | $ | $ 126,000 | 770,921 | |||||||||||
Proceeds from issuance of common stock | $ | $ 1,257,905 | $ 592,137 | 1,386,613 | 772,681 | |||||||||
Share price | $ 0.95 | ||||||||||||
Amount of refund common shares | $ | $ (400) | ||||||||||||
Purchase warrants outstanding | $ | 5,639,523 | 5,639,523 | $ 3,962,294 | ||||||||||
Common stock vesting period | 4 years | ||||||||||||
Number of restricted shares award issued | shares | 520,000 | ||||||||||||
Derivative Liability, Current | $ | $ 584,920 | $ 584,920 | |||||||||||
Series A or Series B Common Stock Purchase Warrant | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Purchase warrants outstanding | $ | $ 3,962,293 | ||||||||||||
Warrant or right outstanding weighted average remaining life term | 4 years 2 months 23 days | ||||||||||||
Warrant intrinsic value | $ | $ 585,691 | ||||||||||||
Exercise price of warrants | $ 1.30 | ||||||||||||
Terms of common stock warrant | 5 years | ||||||||||||
Series A or Series B Common Stock Purchase Warrant | Minimum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Exercise price of warrants | $ 1 | ||||||||||||
Series A or Series B Common Stock Purchase Warrant | Maximum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Exercise price of warrants | $ 1.75 | ||||||||||||
Series D Common Stock Purchase Warrant | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of issuance of common shares | shares | 1,677,196 | ||||||||||||
Value for issuance of common shares | $ | $ 1,257,905 | ||||||||||||
Share price | $ 0.75 | $ 0.75 | |||||||||||
Exercise price of warrants | $ 1.75 | $ 1.75 | |||||||||||
Number of warrant purchase | Warrant | 1 | ||||||||||||
Number of purchase common stock shares | Warrant | 1 | ||||||||||||
Terms of common stock warrant | 5 years | ||||||||||||
Subscription Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of issuance of common shares | shares | 25,000 | 1,927,302 | |||||||||||
Value for issuance of common shares | $ | $ 10,000 | $ 770,921 | |||||||||||
Common stock price per share | $ 0.40 | $ 0.40 | |||||||||||
Subscription Agreement | Private placement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of issuance of common shares | shares | 1,308,893 | ||||||||||||
Value for issuance of common shares | $ | $ 850,786 | ||||||||||||
Share price | $ 0.65 | ||||||||||||
Subscription Agreement | Series A Common Stock Purchase Warrant | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Exercise price of warrants | $ 1.50 | $ 1.50 | |||||||||||
Number of warrant purchase | Warrant | 1 | 1 | |||||||||||
Number of purchase common stock shares | Warrant | 1 | 1 | |||||||||||
Terms of common stock warrant | 5 years | 5 years | |||||||||||
Subscription Agreement | Series C Common Stock Purchase Warrant | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Exercise price of warrants | $ 1.75 | ||||||||||||
Number of warrant purchase | Warrant | 1 | ||||||||||||
Number of purchase common stock shares | Warrant | 1 | ||||||||||||
Terms of common stock warrant | 5 years | ||||||||||||
Subscription Agreement | Series C Common Stock Purchase Warrant | Private placement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of issuance of common shares | shares | 701,098 | ||||||||||||
Value for issuance of common shares | $ | $ 525,828 | ||||||||||||
Common stock price per share | $ 0.75 | ||||||||||||
Stock purchase agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of issuance of common shares | shares | 1,760,000 | ||||||||||||
Value for issuance of common shares | $ | $ 1,760 | ||||||||||||
Common stock price per share | $ 0.001 | ||||||||||||
Number of cancelled common shares | shares | 400,000 | ||||||||||||
Amount of refund common shares | $ | $ 400 | ||||||||||||
Stock purchase agreement | Series A, B, C and D common stock purchase warrant | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Warrant intrinsic value | $ | $ 390,422 | $ 390,422 | |||||||||||
Stock purchase agreement | Series A, B, C and D common stock purchase warrant | Minimum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Exercise price of warrants | $ 1 | $ 1 | |||||||||||
Stock purchase agreement | Series A, B, C and D common stock purchase warrant | Maximum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Exercise price of warrants | $ 1.75 | $ 1.75 |
EQUITY (Detail Textuals 1)
EQUITY (Detail Textuals 1) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Aug. 17, 2018 | Feb. 28, 2019 | Aug. 31, 2018 | Apr. 12, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||
Number of shares outstanding | 400,000 | 400,000 | ||
Stock based compensation | $ 26,000 | $ 56,835 | ||
Number of shares granted during period | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 536,688 | $ 536,688 | ||
Share price | $ 0.95 | |||
Equity Incentive Plan 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issued under options | 3,000,000 | |||
Percentage of exercise price of incentive stock option granted to stockholder | 10.00% | |||
Percentage of grant date fair market value not less than ten percent exercise price of incentive stock option granted to stockholder | 110.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||
Term of incentive stock option granted under stock option plan | 5 years | |||
Number of shares outstanding | 400,000 | |||
Exercise price | $ 1.35 | |||
Expected term | 10 years | |||
Expected volatility | 170.00% | |||
Risk free interest rate | 2.87% | |||
Expected dividend yield | 0.00% | |||
Percentage of stock option vest on vesting commencement date | 25.00% | |||
Percentage of stock option vest on vesting commencement date for each month thereafter | 0.02083% | |||
Number of shares reserved for future issuance | 2,600,000 | |||
Remains unamortized stock base expenses | 372,164 | $ 429,519 | ||
Stock based compensation | $ 57,355 | $ 107,169 | ||
Term of remaining life of stock options weighted average value | 9 years 11 months 19 days | |||
Number of shares granted during period | 400,000 | 400,000 | ||
Expiration date under plan | Aug. 17, 2028 | |||
Intrinsic value | $ 0 | $ 0 | ||
Value of the remaining life of the options | $ 9.47 | |||
Equity Incentive Plan 2018 | Director and consultants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 1.35 | |||
Number of shares granted during period | 400,000 | |||
Expiration date under plan | Aug. 17, 2028 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense at statutory rate | $ (519,532) | $ (79,639) |
Change in valuation allowance | 519,532 | 79,639 |
Income tax expense per books | $ 0 | $ 0 |
PROVISION FOR INCOME TAXES (D_2
PROVISION FOR INCOME TAXES (Details 1) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
NOL Carryover | $ (578,959) | $ (100,330) |
Valuation allowance | 578,959 | 100,330 |
Net deferred tax asset | $ 0 | $ 0 |
PROVISION FOR INCOME TAXES (D_3
PROVISION FOR INCOME TAXES (Detail Textuals) | 12 Months Ended |
Aug. 31, 2018USD ($) | |
Income Tax Disclosure [Line Items] | |
Net operating losses carry forward | $ 2,288,376 |
2017 | |
Income Tax Disclosure [Line Items] | |
Statutory federal income tax rate | 34.00% |
2018 | |
Income Tax Disclosure [Line Items] | |
Statutory federal income tax rate | 25.30% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail Textuals) - Research and Development Contracts | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2019USD ($) | Feb. 28, 2019GBP (£) | Aug. 31, 2018USD ($) | Aug. 31, 2018GBP (£) | |
Long-term Purchase Commitment [Line Items] | ||||
Total semi annual payments | £ | £ 115,000 | £ 154,000 | ||
October 1, 2018 | ||||
Long-term Purchase Commitment [Line Items] | ||||
Payment for research and development | $ 100,000 | |||
September 1, 2018 | ||||
Long-term Purchase Commitment [Line Items] | ||||
Payment for research and development | 77,760 | |||
December 1, 2018 | ||||
Long-term Purchase Commitment [Line Items] | ||||
Payment for research and development | 77,760 | |||
March 1, 2019 | ||||
Long-term Purchase Commitment [Line Items] | ||||
Payment for research and development | $ 77,760 | $ 77,760 | ||
October 5, 2018 | ||||
Long-term Purchase Commitment [Line Items] | ||||
Total semi annual payments | £ | 57,500 | |||
April 5, 2019 | ||||
Long-term Purchase Commitment [Line Items] | ||||
Total semi annual payments | £ | £ 57,500 |
DERIVATIVE LIABILITY AND FAIR_3
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Feb. 28, 2019 | Feb. 28, 2019 | |
Fair Value Of Warrant Liability Roll Forward | ||
Reclass of warrant derivative liability from equity | $ (918,050) | |
Change in fair value for the period of warrant derivative liability | $ 333,130 | 333,130 |
Fair value - February 28, 2019 | 584,920 | 584,920 |
Warrant | ||
Fair Value Of Warrant Liability Roll Forward | ||
Fair value - August 31, 2018 | 0 | |
Reclass of warrant derivative liability from equity | (918,050) | |
Change in fair value for the period of warrant derivative liability | 333,130 | |
Fair value - February 28, 2019 | $ 584,920 | $ 584,920 |
DERIVATIVE LIABILITY AND FAIR_4
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Details 1) - Warrant | 6 Months Ended |
Feb. 28, 2019Percent | |
Expected term in years | Minimum | |
Derivative Liability And Fair Value Measurements [Line Items] | |
Derivative liability, measurement input expected term | 3 months |
Expected term in years | Maximum | |
Derivative Liability And Fair Value Measurements [Line Items] | |
Derivative liability, measurement input expected term | 3 months 29 days |
Volatility | |
Derivative Liability And Fair Value Measurements [Line Items] | |
Derivative liability, measurement input | 146 |
Risk-free interest rate | Minimum | |
Derivative Liability And Fair Value Measurements [Line Items] | |
Derivative liability, measurement input | 2.45 |
Risk-free interest rate | Maximum | |
Derivative Liability And Fair Value Measurements [Line Items] | |
Derivative liability, measurement input | 2.52 |
Expected annual dividends | |
Derivative Liability And Fair Value Measurements [Line Items] | |
Derivative liability, measurement input | 0 |
DERIVATIVE LIABILITY AND FAIR_5
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Detail Textuals) - $ / shares | Apr. 12, 2019 | Feb. 28, 2019 |
Derivative Liability And Fair Value Measurements [Line Items] | ||
Share price | $ 0.95 | |
Series D offering | ||
Derivative Liability And Fair Value Measurements [Line Items] | ||
Share price | $ 0.75 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) | Mar. 15, 2019shares | Jan. 03, 2018shares | May 24, 2019USD ($)Warrant$ / sharesshares | Apr. 25, 2019USD ($)shares | Apr. 24, 2019USD ($)shares | Feb. 28, 2019shares |
Subsequent Event [Line Items] | ||||||
Common shares issued for services (in shares) | 120,000 | |||||
Number of shares granted during period | 0 | |||||
Subsequent event | Blackrock Ventures, Ltd | ||||||
Subsequent Event [Line Items] | ||||||
Common shares issued for services (in shares) | 200,000 | |||||
Subsequent event | NEOMED | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares granted during period | 490,379 | |||||
Cash consideration | $ | $ 1,500,000 | |||||
Subsequent event | NEOMED | First Amendment To Neomed Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares granted during period | 90,909 | |||||
Cash consideration | $ | $ 100,000 | |||||
Subsequent event | Common Series E Purchase Warrant | ||||||
Subsequent Event [Line Items] | ||||||
Number of unit sold | 439,718 | |||||
Per share unit price | $ / shares | $ 0.95 | |||||
Aggregate proceeds from sale of unit | $ | $ 417,732 | |||||
Number of common stock called by each warrant | 0.5 | |||||
Number of warrant purchase | Warrant | 1 | |||||
Exercise price of warrants | $ / shares | $ 2 | |||||
Terms of common stock warrant | 3 years |