Document And Entity Information
Document And Entity Information | 3 Months Ended |
Nov. 30, 2019 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | ARTELO BIOSCIENCES, INC. |
Entity Central Index Key | 0001621221 |
Document Type | POS AM |
Document Period End Date | Nov. 30, 2019 |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No.1 to the Registration Statement is being filed to (i) include an updated prospectus relating to the offering and sale of 1,595,980 shares of the Company’s common stock issuable upon exercise of the Public Warrants and the Underwriter’s Warrants and (ii) update and supplement, among other things, the information contained in the Registration Statement to incorporate by reference the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2019, that was filed with the SEC on November 25, 2019, as amended (the “Annual Report”) and the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2019 that was filed with the SEC on January 14, 2020 (the “Quarterly Report”). The Annual Report and the Quarterly Report are incorporated by reference herein and are listed in “Part I – Incorporation of Certain Information by Reference.” |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2019 | Aug. 31, 2019 | Aug. 31, 2018 |
Current Assets | |||
Cash and cash equivalents | $ 3,374,683 | $ 4,423,965 | $ 337,424 |
Prepaid expenses | 86,133 | 8,336 | 35,384 |
Deposits | 1,500 | 1,500 | 1,500 |
Other receivable | 45,587 | 8,787 | 22,127 |
Total Current Assets | 3,507,903 | 4,442,588 | 396,435 |
Equipment, net of accumulated depreciation | 598 | 721 | 563 |
Intangible asset | 2,039,417 | 2,039,417 | |
TOTAL ASSETS | 5,547,918 | 6,482,726 | 396,998 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 574,530 | 348,863 | 529,272 |
Due to related parties | 10,024 | 3,732 | 2,700 |
Derivative liability | 29,501 | ||
Total Current Liabilities | 584,554 | 1,021,513 | 531,972 |
Stock payable | 639,417 | ||
STOCKHOLDERS' EQUITY | |||
Preferred Stock | |||
Common Stock | 3,426 | 3,354 | 1,750 |
Additional paid-in capital | 11,070,517 | 10,278,421 | 2,514,136 |
Accumulated deficit | (6,117,117) | (4,810,756) | (2,638,580) |
Accumulated other comprehensive loss | 6,538 | (9,806) | (12,280) |
Total Stockholders' Equity | 4,963,364 | 5,461,213 | (134,974) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 5,547,918 | $ 6,482,726 | $ 396,998 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Nov. 30, 2019 | Aug. 31, 2019 | Aug. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Accumulated depreciation on equipment (in dollars) | $ 886 | $ 792 | $ 282 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 6,250,000 | 6,250,000 | 6,250,000 |
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 | 18,750,000 | 18,750,000 | 18,750,000 |
Common stock, shares issued | 3,426,276 | 3,353,616 | 1,750,268 |
Common stock, shares outstanding | 3,426,276 | 3,353,616 | 1,750,268 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
OPERATING EXPENSES | ||||
General and administrative | $ 403,159 | $ 205,501 | $ 952,334 | $ 508,278 |
Professional fees | 266,227 | 167,293 | 1,164,695 | 585,069 |
Research and development | 666,938 | 184,039 | 1,091,992 | 1,249,854 |
Depreciation | 124 | 70 | 510 | 290 |
Total Operating Expenses | 1,336,448 | 556,903 | 3,209,531 | 2,343,491 |
Loss from Operations | (1,336,448) | (556,903) | (3,209,531) | (2,343,491) |
OTHER INCOME (EXPENSE) | ||||
Other income | 586 | 31,256 | ||
Change in fair value of derivative liabilities | 29,501 | 1,006,099 | ||
Total other income | 30,087 | 1,037,355 | ||
Provision for income taxes | 0 | 0 | ||
NET LOSS | (1,306,361) | (556,903) | (2,172,176) | (2,343,491) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Foreign currency translation adjustments | 16,344 | 4,888 | 2,474 | (12,937) |
Total Other Comprehensive Income (Loss) | 16,344 | 4,888 | 2,474 | (12,937) |
TOTAL COMPREHENSIVE LOSS | $ (1,290,017) | $ (552,015) | $ (2,169,702) | $ (2,356,428) |
Basic Loss per Common Share (in dollars per share) | $ (0.39) | $ (0.32) | $ (1) | $ (1.84) |
Diluted Loss per Common Share (in dollars per share) | $ (0.40) | $ (0.32) | $ (1.46) | $ (1.84) |
Basic Weighted Average Common Shares Outstanding (in shares) | 3,361,601 | 1,754,494 | 2,172,465 | 1,277,527 |
Diluted Weighted Average Common Shares Outstanding (in shares) | 3,379,000 | 1,754,494 | 2,172,465 | 1,277,527 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional paid-in capital | Accumulated Deficit | Accumulated Other Comprehensive Income (loss) | Total |
Balances at Aug. 31, 2017 | $ 1,416 | $ 837,853 | $ (295,089) | $ 657 | $ 544,837 |
Balances (in shares) at Aug. 31, 2017 | 1,415,908 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for cash | $ 254 | 1,386,359 | 1,386,613 | ||
Common shares issued for cash (in shares) | 254,360 | ||||
Common shares issued for services - officers | $ 65 | 56,770 | $ 56,835 | ||
Common shares issued for services - officers (in shares) | 65,000 | 334,360 | |||
Common shares issued for services | $ 15 | 125,985 | $ 126,000 | ||
Common shares issued for services (in shares) | 15,000 | ||||
Stock option granted for services | 107,169 | 107,169 | |||
Net loss for the period | (2,343,491) | (2,343,491) | |||
Other comprehensive gain (loss) | (12,937) | (12,937) | |||
Balances at Aug. 31, 2018 | $ 1,750 | 2,514,136 | (2,638,580) | (12,280) | $ (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) | 29,300 | ||||
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 (loss) | 4,888 | ||||
Foreign currency translation adjustments | 4,888 | 4,888 | |||
Balances at Nov. 30, 2018 | $ 1,779 | 2,725,932 | (3,195,483) | (7,392) | (475,164) |
Balances (in shares) at Nov. 30, 2018 | 1,779,568 | ||||
Balances at Aug. 31, 2018 | $ 1,750 | 2,514,136 | (2,638,580) | (12,280) | $ (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 | $ 1,566 | 8,374,813 | $ 8,376,379 | ||
Common shares issued for cash (in shares) | 1,565,388 | ||||
Common shares issued for price protection | $ 13 | (13) | |||
Common shares issued for price protection (shares) | 12,950 | ||||
Common shares issued for services - officers | 52,000 | 52,000 | |||
Common shares issued for services - officers (in shares) | 1,603,348 | ||||
Common shares issued for services - related party | $ 25 | 239,975 | 240,000 | ||
Common shares issued for services - related party (shares) | 25,000 | ||||
Reclass of warrant derivative liability from equity | (1,035,600) | (1,035,600) | |||
Stock option granted for services | 133,110 | 133,110 | |||
Reverse stock split adjustment (shares) | 10 | ||||
Net loss for the period | (2,172,176) | (2,172,176) | |||
Other comprehensive gain (loss) | 2,474 | 2,474 | |||
Balances at Aug. 31, 2019 | $ 3,354 | 10,278,421 | (4,810,756) | (9,806) | $ 5,461,213 |
Balances (in shares) at Aug. 31, 2019 | 3,353,616 | 3,353,616 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issuance costs | (15,151) | $ (15,151) | |||
Common shares issued for cash (in shares) | 72,660 | ||||
Common shares issued for services - officers | 13,000 | 13,000 | |||
Common shares issued for acquisition of license | $ 61 | 539,356 | 539,417 | ||
Common shares issued for acquisition of license (in shares) | 61,297 | ||||
Common shares issued for settlement of debt | $ 11 | 99,989 | 100,000 | ||
Common shares issued for settlement of debt (in shares) | 11,363 | ||||
Refund for fractional stock | (117) | (117) | |||
Stock option expense | 155,019 | 155,019 | |||
Net loss for the period | (1,306,361) | (1,306,361) | |||
Other comprehensive gain (loss) | 16,344 | ||||
Foreign currency translation adjustments | 16,344 | 16,344 | |||
Balances at Nov. 30, 2019 | $ 3,426 | $ 11,070,517 | $ (6,117,117) | $ 6,538 | $ 4,963,364 |
Balances (in shares) at Nov. 30, 2019 | 3,426,276 | 3,426,276 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (1,306,361) | $ (556,903) | $ (2,172,176) | $ (2,343,491) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock based compensation | 168,019 | 41,051 | 425,110 | 290,004 |
Depreciation | 124 | 70 | 510 | 290 |
Change in fair value for the period of warrant derivative liability | (29,501) | (1,006,099) | ||
Stock payable | 100,000 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (77,797) | (9,462) | 27,048 | (35,384) |
Other receivable | (36,800) | 18,665 | 13,340 | (22,127) |
Accounts payable and accrued liabilities | 230,667 | 105,427 | (180,409) | 500,696 |
Net cash used in operating activities | (1,051,649) | (401,152) | (2,792,676) | (1,610,020) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of equipment | (688) | (845) | ||
Purchase of license | (1,500,000) | |||
Net cash used in investing activities | (1,500,688) | (845) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Issuance of common shares for cash | 170,774 | 8,376,379 | 1,386,613 | |
Common stock issuance costs | (15,151) | |||
Refund for fractional stock | (117) | |||
Advance from related parties | 4,334 | 3,686 | 18,276 | 19,894 |
Repayments to related parties | (3,040) | (558) | (17,228) | (18,056) |
Net cash provided by financing activities | (13,974) | 173,902 | 8,377,427 | 1,388,451 |
Effects on changes in foreign exchange rate | 16,341 | 4,900 | 2,478 | (12,937) |
Net decrease in cash and cash equivalents | (1,049,282) | (222,350) | 4,086,541 | (235,351) |
Cash and cash equivalents - beginning of period | 4,423,965 | 337,424 | 337,424 | 572,775 |
Cash and cash equivalents - end of period | 3,374,683 | 4,423,965 | 337,424 | |
Supplemental Cash Flow | ||||
Cash paid for interest | 0 | 0 | 0 | 0 |
Cash paid for income taxes | 0 | $ 0 | 0 | $ 0 |
Non-cash financing and investing activities: | ||||
Common shares issued for acquisition of license offset against stock payable | 539,417 | |||
Common shares issued for settlement of stock payable | $ 100,000 | |||
Reclass of warrant derivative liability from equity | 1,035,600 | |||
Share issuance for price protection | $ 13 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 31, 2019 | |
Organization And Description Of Business [Abstract] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS ARTELO BIOSCIENCES, INC. (“we”, “us”, “our”, 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.” 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 cannabinoid therapeutic treatments. To date, the Company’s activities have been limited to its formation 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. | 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”. 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 cannabinoid therapeutic treatments. To date, the Company’s activities have been limited to its formation 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 | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 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 (“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 generally accepted accounting principles 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 three months ended November 30, 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, 2019 contained in the Company’s Form 10-K filed on November 25, 2019. 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. Operating Leases The Company determines if an arrangement is a lease at inception in accordance with ASC 842 - Leases . Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. As all of the Company’s leases are month to month, no ROU nor operating lease liabilities have been recorded as of November 30, 2019. The new accounting standards related to ASC – 842 were effective for the Company on November 1, 2019. Adoption of the standard did not have any impact on the Company due to the month to month nature of the Company’s existing leases. Loss per share Loss per share is calculated based upon Net Loss of $1,306,361 and the weighted average number of common shares outstanding of 3,361,601. | 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, 2019, 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 $4,423,965 and $337,424 in cash and cash equivalents at August 31, 2019 and 2018, respectively. 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 during the year ended August 31, 2019. At the time of the completion of the offering the amounts were transferred to additional paid in capital. Deferred offering costs included legal and accounting costs. 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. 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. 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 $425,110 and $290,004 share-based expenses for the year ending August 31, 2019 and 2018, 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, 2019 and 2018. Net Loss per Share of Common Stock The Company has adopted ASC Topic 260, ”Earnings per Share,” For the years ended August 31, 2019 and 2018, potentially dilutive instruments are as follows: August 31, 2019 August 31, 2018 Warrants 2,334,937 495,306 Options 234,000 50,000 Total 2,568,937 545,306 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. 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 | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 31, 2019 | |
Going Concern [Abstract] | ||
GOING CONCERN | 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 continue 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 three months ended November 30, 2019, the Company had a net loss of $1,306,361. As of November 30, 2019, the Company had an accumulated deficit of $6,117,117 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 continue 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 year ended August 31, 2019, the Company had a net loss of $2,172,176. As of August 31, 2019, the Company had an accumulated deficit of $4,810,756 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 | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 31, 2019 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS During the three months ended November 30, 2019, the president of the Company incurred $300 $4,032 and $3,732, respectively. During the three months ended November 30, 2019, the former President, and current Senior Vice President, European Operations, who is a major shareholder, paid for expenses on behalf of the Company for a total of $4,034. $3,040 was $992 and $0, respectively. During the three months ended November 30, 2019, a company owned by the Senior Vice President, European Operations, who is a major shareholder, provided consulting services for $19,000 | NOTE 4 - RELATED PARTY TRANSACTIONS During the year ended August 31, 2019 and 2018, the president of the Company incurred $1,530 and $1,340 of expenses on behalf of the Company. The amounts owed to the related party as of August 31, 2019 and 2018 are $3,732 and $2,202, respectively. The amounts are non-interest bearing and have no terms of repayment. During the year ended August 31, 2019 and 2018, 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 $16,746 and $18,554, respectively. The amount of $17,228 and $18,056 was repaid during the year ended August 31, 2019 and 2018, respectively. The amounts owed to the related party as of August 31, 2019 and 2018 are $0 and $498, respectively. The amounts are non-interest bearing and have no terms of repayment. During the year ended August 31, 2019, Blackrock Ventures, Ltd., an entity owned by the Senior Vice President, European Operations, who is a major stockholder of the Company, provided $38,000 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. On November 18, 2016, the former President of the Company transferred all of the 750,000 shares that he held to the Company’s current Senior Vice President, European Operations. The Company has an employment contract with a key employee, Mr. Gregory Gorgas, who is an officer of the Company. As of August 31, 2019, and 2018 no salary is owed. During the year ended August 31, 2019 and 2018, $209,369 and $74,840 were paid as salary to Mr. Gorgas, respectively. 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. Stock based compensation 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 12,500 warrants with an exercise price of $12 per share, and five years expiry date. (See note 5). During the year ended August 31, 2019 and 2018, the company recorded $52,000 and $56,835 of stock compensation expense for all five members of the Company’s Board of Directors, respectively. The stock based compensation related to restricted stock awards issued in 2017. |
INTANGIBLE ASSET
INTANGIBLE ASSET | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSET | NOTE 5 – INTANGIBLE ASSET During the year ended August 31, 2019, the Company made a $1,500,000 payment and recorded stock payable of 61,297 shares of common stock, valued at $539,417 for the exercise of an option for an exclusive worldwide license to develop and commercialize products comprising or containing the compound NEO1940. During the three months ended November 30, 2019, the Company issued 61,297 shares of common stock (Note 6). The Company has capitalized the costs associated with acquiring the worldwide license as an intangible asset at a value of $2,039,417 as of November 30, 2019 and August 31, 2019. During the quarter ended November 30, 2019, no subsequent costs incurred met the criteria for capitalization as an intangible asset. | NOTE 7 – INTANGIBLE ASSET During the year ended August 31, 2019, the Company made a $1,500,000 payment and recorded stock payable of 61,297 shares of common stock, valued at $539,417 for the exercise of an option for an exclusive worldwide license to develop and commercialize products comprising or containing the compound NEO1940. The Company has capitalized the costs associated with acquiring the worldwide license as an intangible asset at a value of $2,039,417 as of August 31, 2019. |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended |
Aug. 31, 2019 | |
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, 2019 and 2018, 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, 2019. The Company has incurred a net operating loss of $5,041,541, 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. Net deferred tax assets consist of the following components as of: August 31, August 31, 2019 2018 NOL Carryover $ (1,058,724 ) $ (578,959 ) Valuation allowance 1,058,724 578,959 Net deferred tax asset $ — $ — |
EQUITY
EQUITY | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 31, 2019 | |
Equity [Abstract] | ||
EQUITY | NOTE 6 - 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 three months ended November 30, 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 three months ended November 30, 2019, the Company issued 72,660 shares of common stock as follows: • 61,297 shares of common stock were issued for the exercise of an option for an exclusive worldwide license to develop and commercialize products comprising or containing the compound NEO1940 • 11,363 $100,000 During the three months ended November 30, 2019, the Company recorded $13,000 of stock compensation expense for five members of the Company’s Board of Directors. The unamortized value of the stock-based compensation as of November 30, 2019 is $82,833. Warrants A summary of activity during the three months ended November 30, 2019 follows: Weighted Weighted Number of Average Average shares Exercise Price Life (years) Outstanding, August 31, 2019 2,334,937 $ 8.15 4.14 Granted — — — Forfeited — — — Exercised — — — Outstanding, November 30, 2019 2,334,937 $ 8.15 3.89 The intrinsic value of the warrants as of November 30, 2019 is $0. All of the outstanding warrants are exercisable as of November 30, 2019. Stock Options During the three months ended November 30, 2019, $155,019 was expensed, and as of November 30, 2019, $482,847 remains unamortized. The intrinsic value of the 234,000 options as of November 30, 2019 is $81,312, and the weighted average value of the remaining life of the options is 9.53 years. The following is a summary of stock option activity during the three months ended November 30, 2019: Options Outstanding Number of Weighted Average Weighted Average Options Exercise Price Remaining life (years) Outstanding, August 31, 2019 234,000 $ 3.88 $ 9.78 Granted — — — Exercised — — — Forfeited/canceled — — — Outstanding, November 30, 2019 234,000 $ 3.88 $ 9.53 The following table summarizes information relating to exercisable stock options as of November 30, 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 8.72 $ 10.80 25,182 $ 10.80 2,500 9.64 $ 3.12 2,500 $ 3.12 181,500 9.75 $ 1.99 4,689 $ 1.99 | NOTE 5 - EQUITY Preferred shares The Company has authorized 6,250,000 shares of preferred stock with a par value of $0.001. During the year ended August 31, 2019 and 2018, there were no issuance of preferred stock. Common Shares The Company has authorized 18,750,000 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, 2019, the Company issued 1,603,348 shares of common stock as follows, • 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 Common 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. • 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 Common 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. • 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. • The Company issued 12,950 shares and 6,490 warrants for price protection provision related to the Series E units. The company recorded the issuance at par value of $0.001, adjusting to additional paid in capital of $13. • 10 shares were issued in related to a reconciliation of the reverse stock split. During the year ended August 31, 2018, the Company issued 334,360 shares of common stock as follows, · On January 2, 2018, the Company issued 15,000 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 3,125 shares of common stock. · The Company received cash of $850,785 that has been recorded for the issuance of 163,606 shares of common stock at a price of $5.20 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 B Common Stock Purchase Warrant to purchase one (1) share of common stock at a price of $12.00 per share for a period of 5 years from the issue date. · The Company received cash of $525,828 that has been recorded for the issuance of 87,629 shares of common stock at a price of $6.00 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 Common 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. 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 $3.20, the Company will be required to issue the subscribers that number of additional units 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. In accordance with ASU 2017-11, these 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. · The Company has issued 65,000 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. Stock Payable During the year ended August 31, 2019, the Company recorded stock payable of 72,660 shares of common stock to NEOMED as follows: · 61,297 shares, valued at $539,417, for the exercise of an option for an exclusive worldwide license to develop and commercialize products comprising or containing the compound NEO1940. The worldwide license has been capitalized as an intangible asset · 11,363 shares for settlement of accrued liability of $100,000 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 August 31, 2019, a derivative liability of $29,501 has been recorded. During the year ended August 31, 2018, the Company issued warrants with the purchase of the Series A and Series B units. For each share purchased, the investor received one Series A or Series B or Series C 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 $8.00 per share to $14.00 per share. A total of 254,389 warrants were issued during the year ended August 31, 2018. 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. In relation to the offering described above, the Company also agreed to issue to the underwriters warrants to purchase 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. A summary of activity of the warrants during the year ended August 31, 2019 and 2018 follows: Weighted Number of Weighted Average Average shares Exercise Price Life (years) Outstanding, August 31, 2017 240,917 $ 8.00 4.83 Granted 254,389 12.64 5.00 Forfeited — — — Exercised — — — Outstanding, August 31, 2018 495,306 $ 10.40 4.23 Granted 1,839,575 7.46 3.23 Forfeited — — — Exercised — — — Outstanding, August 31, 2019 2,334,881 $ 8.15 4.14 The intrinsic value of the warrants as of August 31, 2019 is $0. All of the outstanding warrants are exercisable as of August 31, 2019. The intrinsic value of the warrants as of August 31, 2018 was $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 375,000 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 On August 17, 2018, the Company granted options to directors and consultants to purchase an aggregate of 50,000 shares of our common stock at a price of $10.8 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. On July 18, 2019, the Company granted options to a consultant to purchase 2,500 shares of our common stock at a price of $3.12 per share. The options are immediately vested and expire July 18, 2029. On August 29, 2019, the Company granted options to officers and directors to purchase an aggregate of 181,500 shares of our common stock at a price of $1.99 per share with a various vesting schedule. The options expire August 29, 2029. The Company utilizes the Black-Scholes model to value the stock options. The Company utilized the following assumptions: Year Ended Year Ended August 31, August 31, 2019 2018 Expected term 5 years 10 years Expected average volatility 158 % 170 % Expected dividend yield — — Risk-free interest rate 1.40 % 2.87 % Name Number of Shares Exercise Price Vesting Commencement Date Expiration Date Vesting Schedule Saoirse O’Sullivan 12,500 $10.8 August 17, 2018 August 17, 2028 (1) R. Martin Emanuele, Ph.D. 12,500 $10.8 August 17, 2018 August 17, 2028 (1) Andy Yates, Ph.D. 12,500 $10.8 August 17, 2018 August 17, 2028 (1) Steven D. Reich, M.D. 12,500 $10.8 April 1, 2018 August 17, 2028 (2) Rob Prince 2,500 $3.12 July 18, 2019 July 18, 2029 100% vested Gregory D. Gorgas 75,000 $1.99 August 29, 2019 August 29, 2029 (3) Connie Matsui 26,500 $1.99 August 29, 2019 August 29, 2029 (4) Douglas Blayney, MD 18,000 $1.99 August 29, 2019 August 29, 2029 (4) Georgia Erbez 22,250 $1.99 August 29, 2019 August 29, 2029 (4) R. Martin Emanuele, PhD 17,500 $1.99 August 29, 2019 August 29, 2029 (4) Steven Kelly 22,250 $1.99 August 29, 2019 August 29, 2029 (4) Total option grants: 234,000 _________ (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. (3) The shares subject to this option award will vest, subject to Mr. Gorgas’ continued service through the applicable vesting date, ratably over 48 months starting on August 29, 2019, such that the option will be fully vested on August 29, 2023. (4) One Hundred percent (100%) of the Shares subject to the Option shall vest on the earlier to occur of (i) the date six (6) months from the Vesting Commencement Date or (ii) the date immediately preceding the 2020 annual meeting of stockholders, subject to Participant continuing to be a Service Provider through each such date. During the year ended August 31, 2019, $133,110 was expensed, and as of August 31, 2019, $637,865 remains unamortized. During the year ended August 31, 2018, $107,169 was expensed, and as of August 31, 2018, $429,519 remained unamortized. The following is a summary of stock option activity during the year ended August 31, 2019 and 2018: Options Outstanding Weighted Average Number of Weighted Average Remaining life Options Exercise Price (years) Outstanding, August 31, 2017 — $ — $ — Granted 50,000 10.80 10.0 Exercised — — — Forfeited/canceled — — — Outstanding, August 31, 2018 50,000 $ 10.80 $ 9.97 Granted 184,000 2.01 10.0 Exercised — — — Forfeited/canceled — — — Outstanding, August 31, 2019 234,000 $ 3.88 $ 9.78 The following table summarizes information relating to exercisable stock options as of August 31, 2019: Options Outstanding Options Exercisable Number of Options Weighted Average Remaining Weighted Average Number of Weighted Average Contractual life (in years) Exercise Price Shares Exercise Price 50,000 8.97 $ 10.80 21,700 $ 10.80 2,500 9.89 $ 3.12 2,500 $ 3.12 181,500 10.00 $ 1.99 — $ — The intrinsic value of the 234,000 options as of August 31, 2019 is $0. The intrinsic value of the 50,000 options outstanding as of August 31, 2018 was $0. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES The Company has certain financial commitments in relation to Research and Development contracts as of November 30, 2019, as follows: • 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. • Our principal executive office is currently located at 888 Prospect Street, Suite 210, La Jolla, CA, 92037, U.S. Additionally, we have an office located at 29 Fitzwilliam Street Upper, Dublin 2 Ireland which serves as administrative space for managing our European subsidiaries: Trinity Reliant Ventures, Ltd (Ireland) and Trinity Research & Development, Ltd. (U.K.). We do not currently own any properties, laboratories, or manufacturing facilities. The leases for our office space are month-to-month. | NOTE 8 – COMMITMENTS AND CONTENGENCIES The Company has certain financial commitments in relation to Research and Development contracts. As of August 31, 2019: • 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. • Our principal executive office is currently located at 888 Prospect Street, Suite 210, La Jolla, CA, 92037, U.S. Additionally, we have an office located at 29 Fitzwilliam Street Upper, Dublin 2 Ireland which serves as administrative space for managing our European subsidiaries: Trinity Reliant Ventures, Ltd (Ireland) and Trinity Research & Development, Ltd. (U.K.). We do not currently own any properties, laboratories, or manufacturing facilities. The leases for our office space are month-to-month. |
DERIVATIVE LIABILITY AND FAIR V
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 31, 2018 | |
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 E private offerings. 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 $7.60. In accordance with ASC 815-10- Derivatives and Hedging we measured the derivative liability using a Monte Carlo pricing model. Accordingly, at the end of each quarterly reporting date, the derivative fair market value is re-measured and adjusted to current market value. Changes in the fair value of the warrant liability were as follows: Fair value – August 31, 2019 $ 29,501 Reclass of warrant derivative liability from equity — Change in fair value for the period of warrant derivative liability (29,501 ) Fair value –November 30, 2019 — As of November 30, 2019, there is no derivative liability associated with Series E shares as they no longer meet the criteria for price protection. | NOTE 9 – 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 1,035,600 Change in fair value for the period of warrant derivative liability (1,006,099 ) Fair value – August 31, 2019 29,501 As of August 31, 2019, there is no derivative liability associated with Series D shares as they are freely tradable. The Monte Carlo pricing model was used to estimate the fair value of the derivative liability and reflected the following assumptions: Year Ended August 31, 2019 Year Ended August 31, 2018 Assumptions for Pricing Model: Expected term in years 0.46 Volatility 127 % — Risk-free interest rate 1.42%-2.10 % — Expected annual dividends 0 % — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 31, 2019 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9– SUBSEQUENT EVENTS The Company noted the following events that occurred subsequent to November 30, 2019: • 7,373 shares of common stock were issued for an additional issuance of Series D per the terms of the subscription agreements. • 6,250 shares of common stock previously issued to a director of the Company were cancelled upon resignation of the director from the company. • On December 6, 2019, the Company issued 10,000 stock options to a director of the Company. The exercise price per share is $2.65 and the stock options expire on December 6, 2020. The stock options vest 1/24th monthly over a period of two years after the grant date. • On December 6, 2019, the Company issued 40,000 stock options to a director of the Company. The exercise price per share is $2.65 and the stock options expire on December 6, 2020. The stock options vest 1/48th monthly over a period of four years after the grant date. | NOTE 10 – 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, other than those disclosed below. Subsequent to August 31, 2019, the Company issued of 72,660 shares of common stock to NEOMED to settle $639,417 of stock payable. A total of 61,297 shares of common stock were issued for the exercise of an option for an exclusive worldwide license to develop and commercialize products comprising or containing the compound NEO1940. A total of 11,363 shares of common stock were issued to settle $100,000 of accrued liabilities with NEOMED. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 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 (“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 generally accepted accounting principles 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 three months ended November 30, 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, 2019 contained in the Company’s Form 10-K filed on November 25, 2019. | 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 wholly-owned subsidiaries, Trinity Reliant Ventures Limited, and Trinity Research & Development Limited. | 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. |
Operating Leases | Operating Leases The Company determines if an arrangement is a lease at inception in accordance with ASC 842 - Leases . Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. As all of the Company’s leases are month to month, no ROU nor operating lease liabilities have been recorded as of November 30, 2019. The new accounting standards related to ASC – 842 were effective for the Company on November 1, 2019. Adoption of the standard did not have any impact on the Company due to the month to month nature of the Company’s existing leases. | |
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, 2019, 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 $4,423,965 and $337,424 in cash and cash equivalents at August 31, 2019 and 2018, respectively. | |
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 during the year ended August 31, 2019. At the time of the completion of the offering the amounts were transferred to additional paid in capital. Deferred offering costs included legal and accounting costs. | |
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. | |
Derivative Financial Instruments | 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. | |
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 $425,110 and $290,004 share-based expenses for the year ending August 31, 2019 and 2018, 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, 2019 and 2018. | |
Loss per share | Loss per share Loss per share is calculated based upon Net Loss of $1,306,361 and the weighted average number of common shares outstanding of 3,361,601. | Net Loss per Share of Common Stock The Company has adopted ASC Topic 260, ”Earnings per Share,” For the years ended August 31, 2019 and 2018, potentially dilutive instruments are as follows: August 31, 2019 August 31, 2018 Warrants 2,334,937 495,306 Options 234,000 50,000 Total 2,568,937 545,306 |
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. 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, 2019 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of assets | Furniture and Fixtures 3 Years |
Schedule of dilutive instruments | August 31, 2019 August 31, 2018 Warrants 2,334,937 495,306 Options 234,000 50,000 Total 2,568,937 545,306 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 31, 2019 | |
Equity [Abstract] | ||
Schedule of activity warrants outstanding | Weighted Weighted Number of Average Average shares Exercise Price Life (years) Outstanding, August 31, 2019 2,334,937 $ 8.15 4.14 Granted — — — Forfeited — — — Exercised — — — Outstanding, November 30, 2019 2,334,937 $ 8.15 3.89 | Weighted Number of Weighted Average Average shares Exercise Price Life (years) Outstanding, August 31, 2017 240,917 $ 8.00 4.83 Granted 254,389 12.64 5.00 Forfeited — — — Exercised — — — Outstanding, August 31, 2018 495,306 $ 10.40 4.23 Granted 1,839,575 7.46 3.23 Forfeited — — — Exercised — — — Outstanding, August 31, 2019 2,334,881 $ 8.15 4.14 |
Schedule of assumptions to value the stock options | Year Ended Year Ended August 31, August 31, 2019 2018 Expected term 5 years 10 years Expected average volatility 158 % 170 % Expected dividend yield — — Risk-free interest rate 1.40 % 2.87 % Name Number of Shares Exercise Price Vesting Commencement Date Expiration Date Vesting Schedule Saoirse O’Sullivan 12,500 $10.8 August 17, 2018 August 17, 2028 (1) R. Martin Emanuele, Ph.D. 12,500 $10.8 August 17, 2018 August 17, 2028 (1) Andy Yates, Ph.D. 12,500 $10.8 August 17, 2018 August 17, 2028 (1) Steven D. Reich, M.D. 12,500 $10.8 April 1, 2018 August 17, 2028 (2) Rob Prince 2,500 $3.12 July 18, 2019 July 18, 2029 100% vested Gregory D. Gorgas 75,000 $1.99 August 29, 2019 August 29, 2029 (3) Connie Matsui 26,500 $1.99 August 29, 2019 August 29, 2029 (4) Douglas Blayney, MD 18,000 $1.99 August 29, 2019 August 29, 2029 (4) Georgia Erbez 22,250 $1.99 August 29, 2019 August 29, 2029 (4) R. Martin Emanuele, PhD 17,500 $1.99 August 29, 2019 August 29, 2029 (4) Steven Kelly 22,250 $1.99 August 29, 2019 August 29, 2029 (4) Total option grants: 234,000 _________ (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. (3) The shares subject to this option award will vest, subject to Mr. Gorgas’ continued service through the applicable vesting date, ratably over 48 months starting on August 29, 2019, such that the option will be fully vested on August 29, 2023. (4) One Hundred percent (100%) of the Shares subject to the Option shall vest on the earlier to occur of (i) the date six (6) months from the Vesting Commencement Date or (ii) the date immediately preceding the 2020 annual meeting of stockholders, subject to Participant continuing to be a Service Provider through each such date. | |
Schedule of stock option activity | Options Outstanding Number of Weighted Average Weighted Average Options Exercise Price Remaining life (years) Outstanding, August 31, 2019 234,000 $ 3.88 $ 9.78 Granted — — — Exercised — — — Forfeited/canceled — — — Outstanding, November 30, 2019 234,000 $ 3.88 $ 9.53 | Options Outstanding Weighted Average Number of Weighted Average Remaining life Options Exercise Price (years) Outstanding, August 31, 2017 — $ — $ — Granted 50,000 10.80 10.0 Exercised — — — Forfeited/canceled — — — Outstanding, August 31, 2018 50,000 $ 10.80 $ 9.97 Granted 184,000 2.01 10.0 Exercised — — — Forfeited/canceled — — — Outstanding, August 31, 2019 234,000 $ 3.88 $ 9.78 |
Schedule 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 8.72 $ 10.80 25,182 $ 10.80 2,500 9.64 $ 3.12 2,500 $ 3.12 181,500 9.75 $ 1.99 4,689 $ 1.99 | Options Outstanding Options Exercisable Number of Options Weighted Average Remaining Weighted Average Number of Weighted Average Contractual life (in years) Exercise Price Shares Exercise Price 50,000 8.97 $ 10.80 21,700 $ 10.80 2,500 9.89 $ 3.12 2,500 $ 3.12 181,500 10.00 $ 1.99 — $ — |
DERIVATIVE LIABILITY AND FAIR_2
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 31, 2018 | |
Derivative Liability And Fair Value Measurements [Abstract] | ||
Schedule of fair value of warrant liability | Fair value – August 31, 2019 $ 29,501 Reclass of warrant derivative liability from equity — Change in fair value for the period of warrant derivative liability (29,501 ) Fair value –November 30, 2019 — | Fair value – August 31, 2018 $ — Reclass of warrant derivative liability from equity 1,035,600 Change in fair value for the period of warrant derivative liability (1,006,099 ) Fair value – August 31, 2019 29,501 |
Schedule of pricing model of estimate fair value of derivative liability | Year Ended August 31, 2019 Year Ended August 31, 2018 Assumptions for Pricing Model: Expected term in years 0.46 Volatility 127 % — Risk-free interest rate 1.42%-2.10 % — Expected annual dividends 0 % — |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | August 31, August 31, 2019 2018 NOL Carryover $ (1,058,724 ) $ (578,959 ) Valuation allowance 1,058,724 578,959 Net deferred tax asset $ — $ — |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - shares | Nov. 30, 2019 | Aug. 31, 2019 | Jun. 20, 2019 | Aug. 31, 2018 |
Schedule Of Organization And Description Of Business [Line Items] | ||||
Common stock, shares authorized | 18,750,000 | 18,750,000 | 150,000,000 | 18,750,000 |
Preferred stock, shares authorized | 6,250,000 | 6,250,000 | 50,000,000 | 6,250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Aug. 31, 2019 | |
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, 2019 | Aug. 31, 2018 | |
Accounting Policies [Line Items] | ||
Dilutive instruments | 2,568,937 | 545,306 |
Options | ||
Accounting Policies [Line Items] | ||
Dilutive instruments | 234,000 | 50,000 |
Warrant | ||
Accounting Policies [Line Items] | ||
Dilutive instruments | 2,334,937 | 495,306 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Accounting Policies [Abstract] | |||||
Net loss | $ (1,306,361) | $ (556,903) | $ (2,172,176) | $ (2,343,491) | |
Weighted average number of common shares outstanding, basic | 3,361,601 | 1,754,494 | 2,172,465 | 1,277,527 | |
Change in fair value for the period of warrant derivative liability | $ 29,501 | $ 1,006,099 | |||
Weighted average of common shares outstanding, diluted | 3,379,000 | 1,754,494 | 2,172,465 | 1,277,527 | |
Method of depreciation | straight-line method | ||||
Cash and cash equivalents | $ 3,374,683 | $ 4,423,965 | $ 337,424 | $ 572,775 | |
Stock based compensation | $ 168,019 | $ 41,051 | $ 425,110 | $ 290,004 |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Going Concern [Abstract] | ||||
Net loss | $ (1,306,361) | $ (556,903) | $ (2,172,176) | $ (2,343,491) |
Accumulated deficit | $ (6,117,117) | $ (4,810,756) | $ (2,638,580) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | Mar. 15, 2019 | Jan. 26, 2018 | Nov. 18, 2016 | Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Jun. 25, 2019 | Aug. 31, 2017 |
Related Party Transaction [Line Items] | |||||||||
Due to related parties | $ 10,024 | $ 3,732 | $ 2,700 | ||||||
Amount of common shares issued for services to related parties | $ 13,000 | $ 13,000 | $ 52,000 | $ 56,835 | |||||
Number of common shares issued for services to related parties | 334,360 | ||||||||
Number of warrants | 2,334,937 | 2,334,881 | 495,306 | 240,917 | |||||
Exercise price of warrants | $ 6.4575 | ||||||||
Stock based compensation | $ 13,000 | $ 52,000 | $ 56,835 | ||||||
Subscription agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of common shares issued for services to related parties | $ 65,000 | ||||||||
Number of related parties | 2 | ||||||||
Number of common shares issued for services to related parties | 99,999 | ||||||||
Purchase price per share | $ 0.65 | ||||||||
Number of warrants | 12,500 | ||||||||
Exercise price of warrants | $ 12 | ||||||||
Warrant expiration term | 5 years | ||||||||
Former President, and current Senior Vice President, European Operations | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses paid by related party | 4,034 | 16,746 | 18,554 | ||||||
Due to related parties | 992 | 0 | 498 | ||||||
Repayments to related party | 3,040 | 17,228 | 18,056 | ||||||
Number of shares transferred by former President | 750,000 | ||||||||
President | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses paid by related party | 300 | 1,530 | 1,340 | ||||||
Due to related parties | 4,032 | 3,732 | 2,202 | ||||||
Senior Vice President, European Operations | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consulting services | 19,000 | 38,000 | |||||||
Amount of common shares issued for services to related parties | $ 240,000 | ||||||||
Number of common shares issued for services to related parties | 25,000 | ||||||||
Consulting services outstanding | $ 5,000 | ||||||||
Mr. Gregory Gorgas | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments to Employees | $ 209,369 | $ 74,840 |
INTANGIBLE ASSET (Detail Textua
INTANGIBLE ASSET (Detail Textuals) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Nov. 30, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Payments to acquire intangible assets | $ 1,500,000 | |
Intangible asset | 2,039,417 | $ 2,039,417 |
NEO1940 | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Payments to acquire intangible assets | $ 1,500,000 | |
Number of common stock payable recorded | 61,297 | |
Amount of stock options exercise to develop product | $ 539,417 | |
Number of common stock issued | 61,297 | |
Intangible asset | $ 2,039,417 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
NOL Carryover | $ (1,058,724) | $ (578,959) |
Valuation allowance | 1,058,724 | 578,959 |
Net deferred tax asset | $ 0 | $ 0 |
PROVISION FOR INCOME TAXES (D_2
PROVISION FOR INCOME TAXES (Detail Textuals) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Income Tax Disclosure [Line Items] | ||
Statutory federal income tax rate | 25.30% | |
Operating Loss Carryforwards | $ 5,041,541 | |
2017 | ||
Income Tax Disclosure [Line Items] | ||
Statutory federal income tax rate | 34.00% | |
2018 | ||
Income Tax Disclosure [Line Items] | ||
Statutory federal income tax rate | 21.00% |
EQUITY (Details)
EQUITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Number of shares | ||||
Number of shares Outstanding | 2,334,881 | 495,306 | 240,917 | |
Number of warrant granted | 0 | 1,839,575 | 254,389 | |
Number of warrant forfeited | 0 | 0 | 0 | |
Number of warrant exercised | 0 | 0 | 0 | |
Number of shares Outstanding | 2,334,937 | 2,334,881 | 495,306 | 240,917 |
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price,Outstanding | $ 8.15 | $ 10.40 | $ 8 | |
Weighted Average Exercise Price Granted | 0 | 7.46 | 12.64 | |
Weighted Average Exercise Price Forfeited | 0 | 0 | 0 | |
Weighted Average Exercise Price Exercised | 0 | 0 | 0 | |
Weighted Average Exercise Price,Outstanding | $ 8.15 | $ 8.15 | $ 10.40 | $ 8 |
Weighted Average Life (years) | ||||
Weighted Average Life (years), Outstanding | 3 years 10 months 20 days | 4 years 1 month 20 days | 4 years 2 months 23 days | 4 years 9 months 29 days |
Weighted Average Life (years), Granted | 3 years 2 months 23 days | 5 years |
EQUITY (Details 1)
EQUITY (Details 1) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years | 10 years |
Expected average volatility | 158.00% | 170.00% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.40% | 2.87% |
EQUITY (Details 2)
EQUITY (Details 2) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted during period | 0 | 184,000 | 50,000 | |
Equity Incentive Plan 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted during period | 234,000 | 50,000 | ||
Equity Incentive Plan 2018 | Saoirse O'Sullivan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted during period | [1] | 12,500 | ||
Exercise Price | $ 10.8 | |||
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 | [1] | 12,500 | ||
Exercise Price | $ 10.8 | |||
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 | [1] | 12,500 | ||
Exercise Price | $ 10.8 | |||
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 | [2] | 12,500 | ||
Exercise Price | $ 10.8 | |||
Vesting Commencement Date | Apr. 1, 2018 | |||
Expiration Date | Aug. 17, 2028 | |||
Equity Incentive Plan 2018 | Rob Prince | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted during period | [3] | 2,500 | ||
Exercise Price | $ 3.12 | |||
Vesting Commencement Date | Jul. 18, 2019 | |||
Expiration Date | Jul. 18, 2029 | |||
Equity Incentive Plan 2018 | Gregory D. Gorgas | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted during period | [4] | 75,000 | ||
Exercise Price | $ 1.99 | |||
Vesting Commencement Date | Aug. 29, 2019 | |||
Expiration Date | Aug. 29, 2029 | |||
Equity Incentive Plan 2018 | Connie Matsui | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted during period | [5] | 26,500 | ||
Exercise Price | $ 1.99 | |||
Vesting Commencement Date | Aug. 29, 2019 | |||
Expiration Date | Aug. 29, 2029 | |||
Equity Incentive Plan 2018 | Douglas Blayney, MD | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted during period | [5] | 18,000 | ||
Exercise Price | $ 1.99 | |||
Vesting Commencement Date | Aug. 29, 2019 | |||
Expiration Date | Aug. 29, 2029 | |||
Equity Incentive Plan 2018 | Georgia Erbez | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted during period | [5] | 22,250 | ||
Exercise Price | $ 1.99 | |||
Vesting Commencement Date | Aug. 29, 2019 | |||
Expiration Date | Aug. 29, 2029 | |||
Equity Incentive Plan 2018 | R. Martin Emanuele, PhD | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted during period | [5] | 17,500 | ||
Exercise Price | $ 1.99 | |||
Vesting Commencement Date | Aug. 29, 2019 | |||
Expiration Date | Aug. 29, 2029 | |||
Equity Incentive Plan 2018 | Steven Kelly | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted during period | [5] | 22,250 | ||
Exercise Price | $ 1.99 | |||
Vesting Commencement Date | Aug. 29, 2019 | |||
Expiration Date | Aug. 29, 2029 | |||
[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. | |||
[3] | 100% vested | |||
[4] | The shares subject to this option award will vest, subject to Mr. Gorgas’ continued service through the applicable vesting date, ratably over 48 months starting on August 29, 2019, such that the option will be fully vested on August 29, 2023. | |||
[5] | One Hundred percent (100%) of the Shares subject to the Option shall vest on the earlier to occur of (i) the date six (6) months from the Vesting Commencement Date or (ii) the date immediately preceding the 2020 annual meeting of stockholders, subject to Participant continuing to be a Service Provider through each such date. |
EQUITY (Details 3)
EQUITY (Details 3) - $ / shares | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | |
Number of Options Outstanding | |||
Number of Options Outstanding | 234,000 | 50,000 | 0 |
Number of Options Granted | 0 | 184,000 | 50,000 |
Number of Options Exercised | 0 | 0 | 0 |
Number of Options Forfeited/canceled | 0 | 0 | 0 |
Number of Options Outstanding | 234,000 | 234,000 | 50,000 |
Weighted Average Exercise Price Options Outstanding | |||
Weighted Average Exercise Price, Outstanding | $ 3.88 | $ 10.80 | $ 0 |
Weighted Average Exercise Price, Granted | 0 | 2.01 | 10.80 |
Weighted Average Exercise Price, Exercised | 0 | 0 | 0 |
Weighted Average Exercise Price, Forfeited/canceled | 0 | 0 | 0 |
Weighted Average Exercise Price, Outstanding | $ 3.88 | $ 3.88 | $ 10.80 |
Term of remaining life of stock options weighted average value | 9 years 6 months 10 days | 9 years 9 months 10 days | 9 years 11 months 19 days |
Options Outstanding, granted weighted average remaining life (years) | 10 years | 10 years |
EQUITY (Details 4)
EQUITY (Details 4) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 234,000 | 234,000 | 50,000 | 0 |
Weighted Average Remaining Contractual life (in years) | 9 years 6 months 10 days | 9 years 9 months 10 days | 9 years 11 months 19 days | |
50,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options exercisable | 50,000 | |||
Weighted Average Remaining Contractual life (in years) | 8 years 8 months 19 days | |||
Weighted Average Exercise Price | $ 10.80 | |||
Number of options outstanding | 50,000 | |||
Weighted Average Remaining Contractual life (in years) | 8 years 11 months 19 days | |||
Weighted Average Exercise Price | $ 10.80 | |||
Number of Shares Warrants Exercisable | 25,182 | 21,700 | ||
Warrants Exercisable Weighted Average Exercise Price | $ 10.80 | $ 10.80 | ||
2,500 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options exercisable | 2,500 | |||
Weighted Average Remaining Contractual life (in years) | 9 years 7 months 20 days | |||
Weighted Average Exercise Price | $ 3.12 | |||
Number of options outstanding | 2,500 | |||
Weighted Average Remaining Contractual life (in years) | 9 years 10 months 20 days | |||
Weighted Average Exercise Price | $ 3.12 | |||
Number of Shares Warrants Exercisable | 2,500 | 2,500 | ||
Warrants Exercisable Weighted Average Exercise Price | $ 3.12 | $ 3.12 | ||
181,500 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options exercisable | 181,500 | |||
Weighted Average Remaining Contractual life (in years) | 9 years 9 months | |||
Weighted Average Exercise Price | $ 1.99 | |||
Number of options outstanding | 181,500 | |||
Weighted Average Remaining Contractual life (in years) | 10 years | |||
Weighted Average Exercise Price | $ 1.99 | |||
Number of Shares Warrants Exercisable | 4,689 | 0 | ||
Warrants Exercisable Weighted Average Exercise Price | $ 1.99 | $ 0 |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) | Mar. 15, 2019USD ($)shares | Jun. 25, 2019USD ($)shares$ / shares | Jun. 30, 2017USD ($)shares | Nov. 30, 2019USD ($)$ / sharesshares | Nov. 30, 2018USD ($)shares | Aug. 31, 2019USD ($)shares$ / shares | Aug. 31, 2018USD ($)$ / sharesshares | Jun. 20, 2019shares |
Related Party Transaction [Line Items] | ||||||||
Preferred stock, shares authorized | 6,250,000 | 6,250,000 | 6,250,000 | 50,000,000 | ||||
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 | 150,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 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 | Each common stock entitles the holder to one vote, in person or proxy | ||||||
Value for issuance of common shares | $ | $ 170,774 | $ 8,376,379 | $ 1,386,613 | |||||
Share price | $ / shares | $ 6 | |||||||
Exercise price of warrants | $ / shares | $ 6.4575 | |||||||
Number of warrant to purchase common stock | 1 | |||||||
Number of purchase common stock shares | 1 | |||||||
Derivative liability | $ | 29,501 | |||||||
Common shares issued for settlement of debt | $ | $ 100,000 | |||||||
Common shares issued for services (in shares) | 334,360 | |||||||
Common shares issued for services | $ | $ 13,000 | $ 13,000 | $ 52,000 | $ 56,835 | ||||
Number of units sold | 1,300,813 | |||||||
Over-allotment option | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ / shares | $ 0.01 | |||||||
Exercise price of warrants | $ / shares | $ 6.765 | |||||||
Number of warrant to purchase common stock | 104,065 | |||||||
Offering price, per unit | $ / shares | $ 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 | |||||||
Proceeds from warrant exercises | $ | $ 1,911 | |||||||
Blackrock Ventures, Ltd | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued during period | 25,000 | |||||||
Value for issuance of common shares | $ | $ 240,000 | |||||||
NEOMED | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued during period | 61,297 | |||||||
Value for issuance of common shares | $ | $ 539,417 | |||||||
Common shares issued for services (in shares) | 15,000 | |||||||
Common shares issued for services | $ | $ 126,000 | |||||||
Number of units sold | 72,660 | |||||||
Series D Common Stock Purchase Warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued during period | 209,635 | |||||||
Value for issuance of common shares | $ | $ 1,257,905 | |||||||
Share price | $ / shares | $ 6 | |||||||
Exercise price of warrants | $ / shares | $ 14 | |||||||
Number of warrant to purchase common stock | 1 | |||||||
Number of purchase common stock shares | 1 | |||||||
Series E Common Stock Purchase Warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued during period | 54,940 | |||||||
Value for issuance of common shares | $ | $ 417,732 | |||||||
Share price | $ / shares | $ 7.60 | |||||||
Exercise price of warrants | $ / shares | $ 16 | |||||||
Number of warrant to purchase common stock | 1 | |||||||
Number of purchase common stock shares | 1 | |||||||
Term of common stock warrant | 3 years | |||||||
Common shares issued for price protection | $ | $ 13 | |||||||
Common shares issued for price protection (shares) | 6,490 | |||||||
Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued during period | 72,660 | 29,300 | 1,565,388 | 254,360 | ||||
Value for issuance of common shares | $ | $ 29 | $ 1,566 | $ 254 | |||||
Common shares issued for price protection | $ | $ 13 | |||||||
Common shares issued for price protection (shares) | 12,950 | |||||||
Common shares issued for acquisition of license (in shares) | 61,297 | |||||||
Common shares issued for settlement of debt | $ | $ 11 | |||||||
Common shares issued for settlement of debt (in shares) | 11,363 | |||||||
Common shares issued for services (in shares) | 1,603,348 | 65,000 | ||||||
Common shares issued for services | $ | $ 65 | |||||||
Subscription Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common shares issued for services (in shares) | 3,125 | |||||||
Common shares issued for services | $ | $ 10,000 | |||||||
Subscription Agreement | Private placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued during period | 163,606 | |||||||
Value for issuance of common shares | $ | $ 850,785 | |||||||
Share price | $ / shares | $ 5.20 | |||||||
Exercise price of warrants | $ / shares | $ 12 | |||||||
Number of warrant to purchase common stock | 1 | |||||||
Number of purchase common stock shares | 1 | |||||||
Term of common stock warrant | 5 years | |||||||
Subscription Agreement | Series C Common Stock Purchase Warrant | Private placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued during period | 87,629 | |||||||
Value for issuance of common shares | $ | $ 525,828 | |||||||
Share price | $ / shares | $ 6 | |||||||
Exercise price of warrants | $ / shares | $ 14 | |||||||
Number of warrant to purchase common stock | 1 | |||||||
Number of purchase common stock shares | 1 | |||||||
Term of common stock warrant | 5 years |
EQUITY (Detail Textuals 1)
EQUITY (Detail Textuals 1) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jun. 25, 2019 | Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation | $ 13,000 | $ 52,000 | $ 56,835 | ||
Remains unamortized stock base expenses | $ 82,833 | ||||
Number of shares granted during period | 0 | 184,000 | 50,000 | ||
Number of units sold | 1,300,813 | ||||
Value for issuance of common shares | $ 170,774 | $ 8,376,379 | $ 1,386,613 | ||
Exercise price of warrants | $ 6.4575 | ||||
Derivative liability | $ 29,501 | ||||
Number of warrant to purchase common stock | 1 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Warrant intrinsic value | $ 0 | $ 585,691 | |||
Over-allotment option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price of warrants | $ 6.765 | ||||
Number of warrant to purchase common stock | 104,065 | ||||
Percentage of underwriting discounts and commissions | 8.00% | ||||
Offering price, per unit | $ 6.15 | ||||
Stock purchase agreement | Series A or Series B Common Stock Purchase Warrant | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price of warrants | 14 | ||||
Stock purchase agreement | Series A or Series B Common Stock Purchase Warrant | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price of warrants | $ 8 | ||||
Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of restricted shares award issued | 65,000 | ||||
NEOMED | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units sold | 72,660 | ||||
Number of shares issued during period | 61,297 | ||||
Value for issuance of common shares | $ 539,417 | ||||
Shares issued for settlement of accrued liability | 11,363 | ||||
Value for shares issued for settlement of accrued liability | $ 100,000 | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation | 155,019 | ||||
Remains unamortized stock base expenses | $ 482,847 | ||||
Number of shares granted during period | 234,000 | ||||
Intrinsic value | $ 81,312 | ||||
Value of the remaining life of the options | 9 years 6 months 10 days |
EQUITY (Detail Textuals 2)
EQUITY (Detail Textuals 2) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Aug. 29, 2019 | Jul. 18, 2019 | Aug. 17, 2018 | Nov. 30, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 375,000 | |||||||
Number of options outstanding | 234,000 | 234,000 | 50,000 | 0 | ||||
Expected term | 5 years | 10 years | ||||||
Expected average volatility | 158.00% | 170.00% | ||||||
Risk-free interest rate | 1.40% | 2.87% | ||||||
Expected dividend yield | 0.00% | 0.00% | ||||||
Remains unamortized stock base expenses | $ 82,833 | |||||||
Stock based compensation | $ 13,000 | $ 52,000 | $ 56,835 | |||||
Term of remaining life of stock options weighted average value | 9 years 6 months 10 days | 9 years 9 months 10 days | 9 years 11 months 19 days | |||||
Number of shares granted during period | 0 | 184,000 | 50,000 | |||||
Options Outstanding, granted weighted average remaining life (years) | 10 years | 10 years | ||||||
Equity Incentive Plan 2018 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Remains unamortized stock base expenses | $ 637,865 | $ 429,519 | ||||||
Stock based compensation | $ 133,110 | $ 107,169 | ||||||
Number of shares granted during period | 234,000 | 50,000 | ||||||
Intrinsic value | $ 0 | $ 0 | ||||||
Equity Incentive Plan 2018 | Director and consultants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted during period | 50,000 | |||||||
Expiration date under plan | Aug. 17, 2028 | |||||||
Options Outstanding, granted weighted average remaining life (years) | 10 years | |||||||
Weighted Average Exercise Price | $ 10.8 | |||||||
Equity Incentive Plan 2018 | Saoirse O'Sullivan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price | $ 10.8 | |||||||
Number of shares granted during period | [1] | 12,500 | ||||||
Expiration date under plan | Aug. 17, 2028 | |||||||
Equity Incentive Plan 2018 | Consultant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price | $ 1.99 | $ 3.12 | ||||||
Number of shares granted during period | 181,500 | 2,500 | ||||||
Expiration date under plan | Aug. 29, 2029 | Jul. 18, 2029 | ||||||
[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. |
DERIVATIVE LIABILITY AND FAIR_3
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2019 | Aug. 31, 2019 | |
Fair Value Of Warrant Liability Roll Forward | ||
Fair value | $ 29,501 | |
Reclass of warrant derivative liability from equity | $ 1,035,600 | |
Change in fair value for the period of warrant derivative liability | (29,501) | (1,006,099) |
Fair value | 29,501 | |
Warrant liability | ||
Fair Value Of Warrant Liability Roll Forward | ||
Fair value | 29,501 | 0 |
Reclass of warrant derivative liability from equity | 0 | 1,035,600 |
Change in fair value for the period of warrant derivative liability | (29,501) | (1,006,099) |
Fair value | $ 0 | $ 29,501 |
DERIVATIVE LIABILITY AND FAIR_4
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Details 1) - Warrant | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Expected term in years | ||
Derivative Liability And Fair Value Measurements [Line Items] | ||
Derivative liability, measurement input expected term | 5 months 15 days | |
Volatility | ||
Derivative Liability And Fair Value Measurements [Line Items] | ||
Derivative liability, measurement input | 127 | 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 | 1.42 | |
Risk-free interest rate | Maximum | ||
Derivative Liability And Fair Value Measurements [Line Items] | ||
Derivative liability, measurement input | 2.10 | |
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) - $ / shares | Nov. 30, 2019 | Aug. 31, 2019 |
Derivative Liability And Fair Value Measurements [Line Items] | ||
Share price | $ 6 | |
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 | $ 7.60 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) | Jan. 08, 2020 | Dec. 06, 2019 | Jun. 25, 2019 | Nov. 30, 2019 | Aug. 31, 2019 | Aug. 31, 2018 |
Subsequent Event [Line Items] | ||||||
Number of units sold | 1,300,813 | |||||
Stock payable | $ 639,417 | |||||
Number of stock options granted | 0 | 184,000 | 50,000 | |||
Stock options | ||||||
Subsequent Event [Line Items] | ||||||
Number of stock options granted | 234,000 | |||||
NEO1940 | ||||||
Subsequent Event [Line Items] | ||||||
Number of common stock payable recorded | 61,297 | |||||
NEOMED | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued during period | 61,297 | |||||
Number of units sold | 72,660 | |||||
Shares issued for settlement of accrued liability | 11,363 | |||||
Value for shares issued for settlement of accrued liability | $ 100,000 | |||||
Subsequent event | Director | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares cancelled | 6,250 | |||||
Subsequent event | Director | Vesting period of 2 years | Stock options | ||||||
Subsequent Event [Line Items] | ||||||
Number of stock options granted | 10,000 | |||||
Stock options exercise price per share | $ 2.65 | |||||
Expiration period of stock option | Dec. 6, 2020 | |||||
Vesting period of stock option | 2 years | |||||
Subsequent event | Director | Vesting period of 4 years | Stock options | ||||||
Subsequent Event [Line Items] | ||||||
Number of stock options granted | 40,000 | |||||
Stock options exercise price per share | $ 2.65 | |||||
Expiration period of stock option | Dec. 6, 2020 | |||||
Vesting period of stock option | 4 years | |||||
Subsequent event | Series D | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued during period | 7,373 |