Artelo Biosciences (ARTL) 10-Q 15 Jul 19 2019 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	May 31, 2019	Jul. 12, 2019
Document And Entity Information [Abstract]
Entity Registrant Name	ARTELO BIOSCIENCES, INC.
Entity Central Index Key	0001621221
Trading Symbol	artl
Current Fiscal Year End Date	--08-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		3,401,987
Document Type	10-Q
Document Period End Date	May 31, 2019
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	May 31, 2019	Aug. 31, 2018
Current Assets
Cash and cash equivalents	$ 286,439	$ 337,424
Prepaid expenses	26,427	35,384
Deferred offering costs	291,670
Deposits	540,917	1,500
Other receivable	6,942	22,127
Total Current Assets	1,152,395	396,435
Equipment, net of accumulated depreciation of $646 and $282, respectively	857	563
TOTAL ASSETS	1,153,252	396,998
Current Liabilities
Accounts payable and accrued liabilities	912,413	529,272
Due to related party	6,282	2,700
Derivative liability	100,178
Total Current Liabilities	1,018,873	531,972
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, par value $0.001, 6,250,000 shares authorized, 0 and 0 shares issued and outstanding as of May 31, 2019 and August 31, 2018, respectively
Common Stock, par value $0.001, 18,750,000 shares authorized, 2,101,140 and 1,750,268 shares issued and outstanding as of May 31, 2019 and August 31, 2018, respectively	2,101	1,750
Additional paid-in capital	4,107,660	2,514,136
Accumulated deficit	(3,965,155)	(2,638,580)
Accumulated other comprehensive loss	(10,227)	(12,280)
Total Stockholders' Equity (Deficit)	134,379	(134,974)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 1,153,252	$ 396,998

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - USD ($)	May 31, 2019	Aug. 31, 2018
Statement of Financial Position [Abstract]
Accumulated depreciation on equipment (in dollars)	$ 646	$ 282
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	6,250,000	6,250,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	18,750,000	18,750,000
Common stock, shares issued	2,101,140	1,750,268
Common stock, shares outstanding	2,101,140	1,750,268

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2019	May 31, 2018	May 31, 2019	May 31, 2018
OPERATING EXPENSES
General and administrative	$ 402,803	$ 104,564	$ 666,226	$ 272,052
Professional fees	354,038	236,375	731,277	463,719
Research and development	184,204	236,845	858,224	917,388
Depreciation	243	73	383	249
Total Operating Expenses	941,288	577,857	2,256,110	1,653,378
Loss from Operations	(941,288)	(577,857)	(2,256,110)	(1,653,378)
OTHER INCOME (EXPENSE)
Other income	32,439		32,439
Change in fair value of derivative liabilities	563,966		897,096
Total other income	(596,405)		(929,535)
Provision for income taxes	0	0	0	0
NET LOSS	(344,883)	(577,857)	(1,326,575)	(1,653,378)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments	771	(10,062)	2,053	(12,341)
Total Other Comprehensive Income Loss	771	(10,062)	2,053	(12,341)
TOTAL COMPREHENSIVE LOSS	$ (344,112)	$ (587,919)	$ (1,324,522)	$ (1,665,719)
Basic Loss per Common Share (in dollars per share)	$ (0.17)	$ (0.36)	$ (0.70)	$ (1.11)
Diluted Loss per Common Share (in dollars per share)	$ (0.40)	$ (0.36)	$ (1.04)	$ (1.11)
Basic Weighted Average Common Shares Outstanding (in shares)	2,058,929	1,592,635	1,898,263	1,493,713
Diluted Weighted Average Common Shares Outstanding (in shares)	2,267,655	1,592,635	2,142,959	1,493,713

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock	Additional Paid-in Capital (deficiency)	Accumulated Other Comprehensive Income	Accumulated Deficit	Total
Balances at Aug. 31, 2017	$ 1,416	$ 837,853	$ 657	$ (295,089)	$ 544,837
Balances (in shares) at Aug. 31, 2017	1,415,908
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for cash	$ 3	9,997			10,000
Common shares issued for cash (in shares)	3,125
Common shares issued for services - officers		17,251			17,251
Net loss for the period				(277,057)	(277,057)
Foreign currency translation adjustments			(1,025)		(1,025)
Balances at Nov. 30, 2017	$ 1,419	865,101	(368)	(572,146)	294,006
Balances (in shares) at Nov. 30, 2017	1,419,033
Balances at Aug. 31, 2017	$ 1,416	837,853	657	(295,089)	544,837
Balances (in shares) at Aug. 31, 2017	1,415,908
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss for the period					(1,653,378)
Foreign currency translation adjustments					(12,341)
Balances at May. 31, 2018	$ 1,598	1,867,208	(11,684)	(1,948,467)	(91,345)
Balances (in shares) at May. 31, 2018	1,597,639
Balances at Nov. 30, 2017	$ 1,419	865,101	(368)	(572,146)	294,006
Balances (in shares) at Nov. 30, 2017	1,419,033
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for cash	$ 112	582,025			582,137
Common shares issued for cash (in shares)	111,944
Common shares issued for services - officers		12,750			12,750
Stock option granted for services	$ 15	125,985			126,000
Stock option granted for services (in shares)	15,000
Net loss for the period				(798,464)	(798,464)
Foreign currency translation adjustments			(1,254)		(1,254)
Balances at Feb. 28, 2018	$ 1,546	1,585,861	(1,622)	(1,370,610)	215,175
Balances (in shares) at Feb. 28, 2018	1,545,977
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for cash	$ 52	268,597			268,649
Common shares issued for cash (in shares)	51,662
Common shares issued for services - officers		12,750			12,750
Net loss for the period				(577,857)	(577,857)
Foreign currency translation adjustments			(10,062)		(10,062)
Balances at May. 31, 2018	$ 1,598	1,867,208	(11,684)	(1,948,467)	(91,345)
Balances (in shares) at May. 31, 2018	1,597,639
Balances at Aug. 31, 2018	$ 1,750	2,514,136	(12,280)	(2,638,580)	$ (134,974)
Balances (in shares) at Aug. 31, 2018	1,750,268				1,750,268
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for cash	$ 29	170,745			$ 170,774
Common shares issued for cash (in shares)	29,290
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)
Foreign currency translation adjustments			4,888		4,888
Balances at Nov. 30, 2018	$ 1,779	2,725,932	(7,392)	(3,195,483)	(475,164)
Balances (in shares) at Nov. 30, 2018	1,779,558
Balances at Aug. 31, 2018	$ 1,750	2,514,136	(12,280)	(2,638,580)	$ (134,974)
Balances (in shares) at Aug. 31, 2018	1,750,268				1,750,268
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss for the period					$ (1,326,575)
Foreign currency translation adjustments					2,053
Balances at May. 31, 2019	$ 2,101	4,107,660	(10,227)	(3,965,155)	$ 134,379
Balances (in shares) at May. 31, 2019	2,101,140				2,101,140
Balances at Nov. 30, 2018	$ 1,779	2,725,932	(7,392)	(3,195,483)	$ (475,164)
Balances (in shares) at Nov. 30, 2018	1,779,558
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for cash	$ 181	1,086,950			1,087,131
Common shares issued for cash (in shares)	180,345
Common shares issued for services - officers		13,000			13,000
Stock option granted for services		29,304			29,304
Reclass of warrant derivative liability from equity		(918,050)			(918,050)
Net loss for the period				(424,789)	(424,789)
Foreign currency translation adjustments			(3,606)		(3,606)
Balances at Feb. 28, 2019	$ 1,960	2,937,136	(10,998)	(3,620,272)	(692,174)
Balances (in shares) at Feb. 28, 2019	1,959,903
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for cash	$ 55	417,677			417,732
Common shares issued for cash (in shares)	54,940
Common shares issued for services - officers		13,000			13,000
Common shares issued for services - related party	$ 25	239,975			240,000
Common shares issued for services - related party (in shares)	25,000
Reclass of warrant derivative liability from equity		(79,224)			(79,224)
Common shares issued for deposit of exercise of the license	$ 61	539,356			539,417
Common shares issued for deposit of exercise of the license (in shares)	61,297
Common shares issued for services		39,740			39,740
Net loss for the period				(344,883)	(344,883)
Foreign currency translation adjustments			771		771
Balances at May. 31, 2019	$ 2,101	$ 4,107,660	$ (10,227)	$ (3,965,155)	$ 134,379
Balances (in shares) at May. 31, 2019	2,101,140				2,101,140

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	May 31, 2019	May 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,326,575)	$ (1,653,378)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	376,095	168,751
Depreciation	383	249
Change in fair value of derivative	(897,096)
Changes in operating assets and liabilities:
Prepaid expenses	8,957	(56,338)
Other receivable	15,185	(16,484)
Accounts payable and accrued liabilities	91,471	461,052
Net cash used in operating activities	(1,731,580)	(1,096,148)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment	(688)	(887)
Net cash used in investing activities	(688)	(887)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common shares for cash	1,675,637	860,786
Advance from related party	12,222	18,472
Repayment to related party	(8,087)	(16,602)
Net cash provided by financing activities	1,679,772	862,656
Effects on changes in foreign exchange rate	1,511	(12,373)
Net decrease in cash and cash equivalents	(50,985)	(246,752)
Cash and cash equivalents - beginning of period	337,424	572,775
Cash and cash equivalents - end of period	286,439	326,023
Supplemental Cash Flow
Cash paid for interest	0	0
Cash paid for income taxes	0	$ 0
Non-cash financing and investing activities:
Common shares issued for deposit of exercise of the license	539,417
Reclass of warrant derivative liability from equity	997,274
Deferred offering costs incurred	$ 291,670

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	May 31, 2019
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. Reverse stock split The Company filed a Certificate of Change with the Secretary of State of Nevada, pursuant to which, effective on June 20, 2019, the Company effected a one-for-eight reverse split of its authorized and issued and outstanding common stock (the “Reverse Stock Split”). The number of authorized shares of common stock was reduced from 150,000,000 to 18,750,000. The Company’s authorized Preferred Stock was reduced from 50,000,000 to 6,250,000. All share and per share information in these financial statements retroactively reflect this reverse stock split.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	May 31, 2019
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. 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 nine months ended May 31, 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. Intangible Assets The Company capitalizes certain costs to acquire intangible assets; if such assets are determined to have a finite useful life they are amortized on a straight-line basis over the estimated useful life. The Company tests its intangible assets for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others and without limitation: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the Company’s segments; unanticipated competition; and slower growth rates. Deferred Offering Costs Deferred offering costs were capitalized and consisted of fees and expenses incurred directly in connection with the Company’s offering that was completed subsequent to May 31, 2019. Refer to Note 9 for further details on the offering. Capitalized costs include legal and accounting costs. As of May 31, 2019, deferred offering costs of $291,670 have been capitalized, of which none have been paid.

GOING CONCERN

GOING CONCERN	9 Months Ended
	May 31, 2019
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 nine months ended May 31, 2019, the Company had a net loss of $1,324,522. As of May 31, 2019, the Company had an accumulated deficit of $3,965,155 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	9 Months Ended
	May 31, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 - RELATED PARTY TRANSACTIONS During the nine months ended May 31, 2019, the president of the Company incurred $1,230 of expenses on behalf of the Company. The amounts owed to the related party as of May 31, 2019 and August 31, 2018 are $3,432 and $2,202, respectively. The amounts are non-interest bearing and have no terms of repayment. During the nine months ended May 31, 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 $10,992. The amount of $8,087 was repaid during the nine months ended May 31, 2019. The amounts owed to the related party as of May 31, 2019 and August 31, 2018 are $2,850 and $498, respectively. The amounts are non-interest bearing, and have no terms of repayment. During the nine months ended May 31, 2019, Blackrock Ventures, Ltd., an entity owned by the Senior Vice President, European Operations, who is a major stockholder of the Company, provided $30,000 worth of consulting services to the Company. On March 15, 2019, the Board approved the issuance of 25,000 shares of our common stock valued at $240,000 in exchange for its prior services to the Company.

EQUITY

EQUITY	9 Months Ended
	May 31, 2019
Equity [Abstract]
EQUITY	NOTE 5 - EQUITY Preferred shares The Company has authorized 6,250,000 shares of preferred stock with a par value of $0.001 per share. During the nine months ended May 31, 2019, there were no issuances of preferred stock. Common Shares The Company has authorized 18,750,000 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 nine months ended May 31, 2019, the Company received cash of $1,257,905 for 209,635 units at a price of $6.00 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 $14.00 per share, for a period of 5 years from the issue date. During the nine months ended May 31, 2019, the Company received cash of $417,732 for 54,940 units at a price of $7.60 per unit (a “Series E Unit”) pursuant to the Company’s Series E Offering. Each Series E Unit consists of: (i) one (1) share of common stock; and (ii) one (1) Series E Stock Purchase Warrant to purchase one-half (1/2) share of common stock at a price of $16.00 per share for a period of 3 years from the issue date. On March 15, 2019, the Board approved the issuance of 25,000 shares of our common stock valued at $240,000 to Blackrock Ventures, Ltd., a Company owned by a former director, in exchange for its prior services to the Company. During the nine months ended May 31, 2019, the Company issued 61,297 shares of common stock to NEOMED for exercise of the license valued at $539,417. The Company recorded this as a deposit. 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 common 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 and 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 $8.00 to $14.00, depending on the subscription round. For each unit purchased in the Company’s Series E offering, each investor will receive one Series E Common Stock Purchase Warrant to purchase one-half (1/2) share of the Company’s common stock for a period of three years from the date of the subscription agreement at a price per share of $16.00. 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 May 31, 2019, a derivative liability of $100,178 has been recorded. A summary of activity during the nine months ended May 31, 2019 follows: Weighted Weighted Number of Average Average shares Exercise Price Life (years) Outstanding, August 31, 2018 495,268 $ 10.40 4.23 Granted 237,083 14.23 4.77 Forfeited - - - Exercised - - - Outstanding, May 31, 2019 732,351 $ 11.63 3.75 The intrinsic value of the warrants as of May 31, 2019 is $195,226. Stock Options On August 17, 2018, the Company granted options to consultants to purchase an aggregate of 50,000 shares of the Company’s common stock at a price of $10.80 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 of the Company. During the nine months ended May 31, 2019, $97,095 was expensed, and as of May 31, 2019, $332,431 remains unamortized. The intrinsic value of the 50,000 options as of May 31, 2019 is $0, and the weighted average value of the remaining life of the options is 9.22 years. During the nine months ended May 31, 2019, the Company recorded $39,000 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 nine months ended May 31, 2019: Options Outstanding Number of Weighted Average Fair Value Options Exercise Price on Grant Date Outstanding, August 31, 2018 50,000 $ 10.80 $ 536,688 Granted - - - Exercised - - - Forfeited/canceled - - - Outstanding, May 31, 2019 50,000 $ 10.80 $ 536,688 The following table summarizes information relating to exercisable stock options as of May 31, 2019: Options Outstanding Options Exercisable Number of Weighted Average Remaining Weighted Average Number of Weighted Average Options Contractual life (in years) Exercise Price Shares Exercise Price 50,000 9.22 $ 10.80 19,029 $ 10.80

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	May 31, 2019
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 May 31, 2019: · The Company is obligated to make one payment of $77,760 on March 1, 2019 for research and development. The March 1, 2019 payment has not yet been made by the Company. · 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 and April 5, 2019 payments have 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.

DEPOSIT

DEPOSIT	9 Months Ended
	May 31, 2019
Deposits [Abstract]
DEPOSIT	NOTE 7 – DEPOSIT During the nine months ended May 31, 2019, the Company issued 61,297 shares of common stock to NEOMED for exercise of the license. The value of the common shares was $539,417 based on the stock price at agreement date.

DERIVATIVE LIABILITY AND FAIR V

DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS	9 Months Ended
	May 31, 2019
Derivative Liability And Fair Value Measurements [Abstract]
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS	NOTE 8 – DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS The Company recognized a derivative liability related to the purchase price protection clause associated with the Series D and Series E private offerings (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 $6.00 per share (Series D) or a share price less than $7.60 (Series E). 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 (997,274 ) Change in fair value for the period of warrant derivative liability 897,096 Fair value – May 31, 2019 (100,178 ) The Monte Carlo pricing model was used to estimate the fair value of the derivative liability and reflected the following assumptions: Nine Months Ended May 31, 2019 Year Ended August 31, 2018 Assumptions for Pricing Model: Expected term in years 0.06 – 0.16 - Volatility 146% - Risk-free interest rate 2.35%-2.43 % - Expected annual dividends 0% -

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	May 31, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS On June 25, 2019, the Company sold an aggregate of 1,300,813 units with each unit consisting of one (1) share of the Company’s common stock, par value $0.001 per share and a warrant to purchase one (1) share of common stock at an exercise price equal to $6.4575 per share. The offering price to the public was $6.15 per unit. In addition, the Company granted the Underwriters a 45-day option to purchase up to 195,121 additional shares of common stock, or warrants, or any combination thereof, to cover over-allotments, if any. Simultaneously with the closing of the offering the Company sold 191,102 warrants at $0.01 per warrant for cash proceeds of $1,911 upon the partial exercise of the underwriters’ over-allotment option. The Company received gross proceeds of approximately $8,001,911, before deducting underwriting discounts and commissions of eight percent (8%) of the gross proceeds and estimated offering expenses. In relation to the offering described above, the Company also agreed to issue to the underwriters warrants to purchase up to a total of 104,065 shares of Common Stock (8% of the shares of Common Stock sold in the offering). The underwriter’s warrants are exercisable at $6.765 per share of common stock and have a term of three years. The warrants were issued for services provided by the underwriters. In July 2019, the Company completed a $1,500,000 payment to NEOMED for the exercise of the license.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	May 31, 2019
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. 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 nine months ended May 31, 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	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.
Intangible Assets	Intangible Assets The Company capitalizes certain costs to acquire intangible assets; if such assets are determined to have a finite useful life they are amortized on a straight-line basis over the estimated useful life. The Company tests its intangible assets for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others and without limitation: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the Company’s segments; unanticipated competition; and slower growth rates.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs were capitalized and consisted of fees and expenses incurred directly in connection with the Company’s offering that was completed subsequent to May 31, 2019. Refer to Note 9 for further details on the offering. Capitalized costs include legal and accounting costs. As of May 31, 2019, deferred offering costs of $291,670 have been capitalized, of which none have been paid.

EQUITY (Tables)

EQUITY (Tables)	9 Months Ended
	May 31, 2019
Equity [Abstract]
Summary of activity warrants outstanding	Weighted Weighted Number of Average Average shares Exercise Price Life (years) Outstanding, August 31, 2018 495,268 $ 10.40 4.23 Granted 237,083 14.23 4.77 Forfeited - - - Exercised - - - Outstanding, May 31, 2019 732,351 $ 11.63 3.75
Summary of stock option activity	Options Outstanding Number of Weighted Average Fair Value Options Exercise Price on Grant Date Outstanding, August 31, 2018 50,000 $ 10.80 $ 536,688 Granted - - - Exercised - - - Forfeited/canceled - - - Outstanding, May 31, 2019 50,000 $ 10.80 $ 536,688
Summary of exercisable stock options outstanding	Options Outstanding Options Exercisable Number of Weighted Average Remaining Weighted Average Number of Weighted Average Options Contractual life (in years) Exercise Price Shares Exercise Price 50,000 9.22 $ 10.80 19,029 $ 10.80

DERIVATIVE LIABILITY AND FAIR_2

DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	May 31, 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 (997,274 ) Change in fair value for the period of warrant derivative liability 897,096 Fair value – May 31, 2019 (100,178 )
Summary of pricing model of estimate fair value of derivative liability	Nine Months Ended May 31, 2019 Year Ended August 31, 2018 Assumptions for Pricing Model: Expected term in years 0.06 – 0.16 - Volatility 146% - Risk-free interest rate 2.35%-2.43 % - Expected annual dividends 0% -

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - shares	Jun. 20, 2019	Jun. 19, 2019	May 31, 2019	Aug. 31, 2018
Schedule Of Organization And Description Of Business [Line Items]
Common stock, shares authorized			18,750,000	18,750,000
Preferred stock, shares authorized			6,250,000	6,250,000
Subsequent event
Schedule Of Organization And Description Of Business [Line Items]
Common stock, shares authorized	18,750,000	150,000,000
Preferred stock, shares authorized	6,250,000	50,000,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals)	May 31, 2019USD ($)
Accounting Policies [Abstract]
Deferred offering costs capitalized	$ 291,670

GOING CONCERN (Detail Textuals)

GOING CONCERN (Detail Textuals) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2019	May 31, 2018	May 31, 2019	May 31, 2018	Aug. 31, 2018
Going Concern [Abstract]
Net loss	$ (344,112)	$ (587,919)	$ (1,324,522)	$ (1,665,719)
Accumulated deficit	$ 3,965,155		$ 3,965,155		$ 2,638,580

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($)	Mar. 15, 2019	May 31, 2019	May 31, 2019	Aug. 31, 2018
Related Party Transaction [Line Items]
Due to related party		$ 6,282	$ 6,282	$ 2,700
Value of number of shares issued for consulting services		240,000
Former President, and current Senior Vice President, European Operations
Related Party Transaction [Line Items]
Expenses paid by related party			10,992
Due to related party		2,850	2,850	498
Repayments to related party			8,087
President
Related Party Transaction [Line Items]
Expenses paid by related party			1,230
Due to related party		$ 3,432	3,432	$ 2,202
Senior Vice President, European Operations
Related Party Transaction [Line Items]
Consulting services			$ 30,000
Number of shares issued for consulting services (in shares)	25,000
Value of number of shares issued for consulting services	$ 240,000

EQUITY (Details)

EQUITY (Details) - USD ($)	9 Months Ended	12 Months Ended
	May 31, 2019	Aug. 31, 2018
Number of shares
Number of shares Outstanding	495,268
Number of warrant granted	237,083
Number of warrant forfeited	0
Number of warrant exercised	0
Number of shares Outstanding	732,351	495,268
Weighted Average Exercise Price
Weighted Average Exercise Price,Outstanding	$ 10.40
Weighted Average Exercise Price Granted	14.23
Weighted Average Exercise Price Forfeited	0
Weighted Average Exercise Price Exercised	0
Weighted Average Exercise Price,Outstanding	$ 11.63	$ 10.40
Weighted Average Life (years)
Weighted Average Life (years), Outstanding	3 years 9 months	4 years 2 months 23 days
Weighted Average Life (years), Granted	4 years 9 months 7 days

EQUITY (Details 1)

EQUITY (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	May 31, 2019	Aug. 31, 2018
Number of Options Outstanding
Number of Options Outstanding	50,000
Number of Options Granted	0
Number of Options Exercised	0
Number of Options Forfeited/canceled	0
Number of Options Outstanding	50,000	50,000
Weighted Average Exercise Price Options Outstanding
Weighted Average Exercise Price, Outstanding	$ 10.80
Weighted Average Exercise Price, Granted	0
Weighted Average Exercise Price, Exercised	0
Weighted Average Exercise Price, Forfeited/canceled	0
Weighted Average Exercise Price, Outstanding	$ 10.80	$ 10.80
Fair Value on Grant Date	$ 536,688	$ 536,688

EQUITY (Details 2)

EQUITY (Details 2)	9 Months Ended
	May 31, 2019$ / sharesshares
Equity [Abstract]
Number of Options exercisable | shares	50,000
Weighted Average Remaining Contractual life (in years)	9 years 2 months 19 days
Weighted Average Exercise Price | $ / shares	$ 10.80
Number of Shares Warrants Exercisable | shares	19,029
Warrants Exercisable Weighted Average Exercise Price | $ / shares	$ 10.80

EQUITY (Detail Textuals)

EQUITY (Detail Textuals)	Mar. 15, 2019USD ($)shares	May 31, 2019USD ($)$ / sharesshares	Feb. 28, 2019USD ($)	Nov. 30, 2018USD ($)	May 31, 2018USD ($)	Feb. 28, 2018USD ($)	Nov. 30, 2017USD ($)	May 31, 2019USD ($)Warrant$ / sharesshares	Aug. 31, 2018$ / sharesshares
Related Party Transaction [Line Items]
Preferred stock, shares authorized		6,250,000						6,250,000	6,250,000
Preferred stock, par value (in dollars per share) | $ / shares		$ 0.001						$ 0.001	$ 0.001
Preferred stock, shares issued		0						0	0
Common stock, shares authorized		18,750,000						18,750,000	18,750,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.001						$ 0.001	$ 0.001
Common stock holder voting rights								Each share of common stock entitles the holder to one vote, in person or proxy
Value for issuance of common shares | $		$ 417,732	$ 1,087,131	$ 170,774	$ 268,649	$ 582,137	$ 10,000
Derivative liability | $		$ 100,178						$ 100,178
Blackrock Ventures, Ltd
Related Party Transaction [Line Items]
Value for issuance of common shares | $	$ 240,000
Number of issuance of common shares	25,000
NEOMED
Related Party Transaction [Line Items]
Value for issuance of common shares | $								$ 539,417
Number of issuance of common shares								61,297
Series D Common Stock Purchase Warrant
Related Party Transaction [Line Items]
Value for issuance of common shares | $								$ 1,257,905
Number of issuance of common shares								209,635
Share price | $ / shares		$ 6						$ 6
Exercise price of warrants | $ / shares		14						$ 14
Number of warrant to purchase common stock								1
Number of purchase common stock shares | Warrant								1
Term of common stock warrant								5 years
Series E Common Stock Purchase Warrant
Related Party Transaction [Line Items]
Value for issuance of common shares | $								$ 417,732
Number of issuance of common shares								54,940
Share price | $ / shares		$ 7.60						$ 7.60
Purchase warrants outstanding | $		$ 16						$ 16
Number of warrant to purchase common stock								1
Number of purchase common stock shares | Warrant								1
Term of common stock warrant								3 years
Number of common stock called by each warrant		0.5						0.5
Stock purchase agreement | Series A, B, C and D common stock purchase warrant
Related Party Transaction [Line Items]
Warrant intrinsic value | $		$ 195,226						$ 195,226
Stock purchase agreement | Series A, B, C and D common stock purchase warrant | Minimum
Related Party Transaction [Line Items]
Exercise price of warrants | $ / shares		$ 8						$ 8
Stock purchase agreement | Series A, B, C and D common stock purchase warrant | Maximum
Related Party Transaction [Line Items]
Exercise price of warrants | $ / shares		$ 16						$ 16

EQUITY (Detail Textuals 1)

EQUITY (Detail Textuals 1) - USD ($)	1 Months Ended	9 Months Ended
	Aug. 17, 2018	May 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation		$ 39,000
Number of shares granted during period		0
Value of the remaining life of the options		9 years 2 months 19 days
Equity Incentive Plan 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation		$ 97,095
Remains unamortized stock base expenses		$ 332,431
Number of shares granted during period		50,000
Intrinsic value		$ 0
Value of the remaining life of the options		9 years 2 months 19 days
Equity Incentive Plan 2018 | Director and consultants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price	$ 10.8
Number of shares granted during period	50,000
Expiration date under plan	Aug. 17, 2028

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Detail Textuals) - 9 months ended May 31, 2019 - Research and Development Contracts	USD ($)	GBP (£)
Long-term Purchase Commitment [Line Items]
Total semi annual payments		£ 115,000
March 1, 2019
Long-term Purchase Commitment [Line Items]
Payment for research and development | $	$ 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

DEPOSIT (Detail Textuals)

DEPOSIT (Detail Textuals) - USD ($)	3 Months Ended	9 Months Ended
	May 31, 2019	May 31, 2019
Schedule Of Deposits [Line Items]
Value of common shares issued	$ 539,417
NEOMED
Schedule Of Deposits [Line Items]
Value of common shares issued		$ 539,417
Number of common shares issued		61,297

DERIVATIVE LIABILITY AND FAIR_3

DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended	9 Months Ended
	May 31, 2019	May 31, 2019
Fair Value Of Warrant Liability Roll Forward
Reclass of warrant derivative liability from equity		$ (997,274)
Change in fair value for the period of warrant derivative liability	$ 563,966	897,096
Fair value - May 31, 2019	100,178	100,178
Warrant liability
Fair Value Of Warrant Liability Roll Forward
Fair value - August 31, 2018		0
Reclass of warrant derivative liability from equity		(997,274)
Change in fair value for the period of warrant derivative liability		897,096
Fair value - May 31, 2019	$ (100,178)	$ (100,178)

DERIVATIVE LIABILITY AND FAIR_4

DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Details 1) - Warrant - Percent	9 Months Ended
	May 31, 2019	Aug. 31, 2018
Expected term in years | Minimum
Derivative Liability And Fair Value Measurements [Line Items]
Derivative liability, measurement input expected term	22 days
Expected term in years | Maximum
Derivative Liability And Fair Value Measurements [Line Items]
Derivative liability, measurement input expected term	1 month 28 days
Volatility
Derivative Liability And Fair Value Measurements [Line Items]
Derivative liability, measurement input	146	0
Risk-free interest rate
Derivative Liability And Fair Value Measurements [Line Items]
Derivative liability, measurement input		0
Risk-free interest rate | Minimum
Derivative Liability And Fair Value Measurements [Line Items]
Derivative liability, measurement input	2.35
Risk-free interest rate | Maximum
Derivative Liability And Fair Value Measurements [Line Items]
Derivative liability, measurement input	2.43
Expected annual dividends
Derivative Liability And Fair Value Measurements [Line Items]
Derivative liability, measurement input	0	0

DERIVATIVE LIABILITY AND FAIR_5

DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Detail Textuals)	May 31, 2019$ / shares
Series D offering
Derivative Liability And Fair Value Measurements [Line Items]
Share price	$ 6
Series E offering
Derivative Liability And Fair Value Measurements [Line Items]
Share price	$ 7.60

SUBSEQUENT EVENTS (Detail Textu

SUBSEQUENT EVENTS (Detail Textuals) - USD ($)	1 Months Ended
	Jul. 31, 2019	Jun. 25, 2019	May 31, 2019	Aug. 31, 2018
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)			$ 0.001	$ 0.001
Subsequent event
Subsequent Event [Line Items]
Exercise price of warrants		$ 6.4575
Number of warrant to purchase common stock		1
Number of common stock called by each warrant		1
Common stock, par value (in dollars per share)		$ 0.001
Number of units sold		1,300,813
Subsequent event | NEOMED
Subsequent Event [Line Items]
Payment for purchase license	$ 1,500,000
Subsequent event | Over-allotment option
Subsequent Event [Line Items]
Exercise price of warrants		$ 6.765
Number of warrant to purchase common stock		104,065
Term of common stock warrant		3 years
Offering price, per unit		$ 6.15
Number of additional shares purchased		195,121
Gross proceeds before deducting underwriting discounts and commissions		$ 8,001,911
Percentage Of Underwriting Discounts And Commissions		8.00%
Number of warrants sold		191,102
Share price		$ 0.01
Proceeds from warrant exercises		$ 1,911