Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Feb. 29, 2020 | Apr. 10, 2020 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | ARTELO BIOSCIENCES, INC. | |
Entity Central Index Key | 0001621221 | |
Trading Symbol | ARTL | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 3,427,399 | |
Entity Interactive Data Current | Yes | |
Document Type | 10-Q | |
Document Period End Date | Feb. 29, 2020 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 29, 2020 | Aug. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 1,982,547 | $ 4,423,965 |
Prepaid expenses | 97,406 | 8,336 |
Deposits | 1,500 | 1,500 |
Other receivable | 29,558 | 8,787 |
Total Current Assets | 2,111,011 | 4,442,588 |
Equipment, net of accumulated depreciation of $1,010 and $792, respectively | 1,650 | 721 |
Intangible asset | 2,039,417 | 2,039,417 |
TOTAL ASSETS | 4,152,078 | 6,482,726 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 431,914 | 348,863 |
Due to related party | 12,110 | 3,732 |
Derivative liability | 29,501 | |
Stock payable | 639,417 | |
Total Current Liabilities | 444,024 | 1,021,513 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock, par value $0.001, 6,250,000 shares authorized, 0 and 0 shares issued and outstanding, respectively | ||
Common Stock, par value $0.001, 18,750,000 shares authorized, 3,427,399 and 3,353,616 shares issued and outstanding, respectively | 3,427 | 3,354 |
Additional paid-in capital | 11,175,913 | 10,278,421 |
Accumulated deficit | (7,487,243) | (4,810,756) |
Accumulated other comprehensive income (loss) | 15,957 | (9,806) |
Total Stockholders' Equity | 3,708,054 | 5,461,213 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 4,152,078 | $ 6,482,726 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Feb. 29, 2020 | Aug. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation on equipment (in dollars) | $ 1,010 | $ 792 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 6,250,000 | 6,250,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 18,750,000 | 18,750,000 |
Common stock, shares issued | 3,427,399 | 3,353,616 |
Common stock, shares outstanding | 3,427,399 | 3,353,616 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
OPERATING EXPENSES | ||||
General and administrative | $ 440,250 | $ 57,922 | $ 843,409 | $ 263,423 |
Professional fees | 215,382 | 209,946 | 481,609 | 377,239 |
Research and development | 714,778 | 489,981 | 1,381,716 | 674,020 |
Depreciation | 124 | 70 | 248 | 140 |
Total Operating Expenses | 1,370,534 | 757,919 | 2,706,982 | 1,314,822 |
Loss from Operations | (1,370,534) | (757,919) | (2,706,982) | (1,314,822) |
OTHER INCOME | ||||
Other income | 408 | 994 | ||
Change in fair value of derivative liabilities | 0 | 333,130 | 29,501 | 333,130 |
Total other income | 408 | 333,130 | 30,495 | 333,130 |
NET LOSS | (1,370,126) | (424,789) | (2,676,487) | (981,692) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Foreign currency translation adjustments | 9,419 | (3,606) | 25,763 | 1,282 |
Total Other Comprehensive Income (Loss) | 9,419 | (3,606) | 25,763 | 1,282 |
TOTAL COMPREHENSIVE LOSS | $ (1,360,707) | $ (428,395) | $ (2,650,724) | $ (980,410) |
Basic Loss per Common Share (in dollars per share) | $ (0.40) | $ (0.22) | $ (0.79) | $ (0.53) |
Diluted Loss per Common Share (in dollars per share) | $ (0.40) | $ (0.40) | $ (0.79) | $ (0.72) |
Basic Weighted Average Common Shares Outstanding (in shares) | 3,425,928 | 1,917,828 | 3,393,764 | 1,835,552 |
Diluted Weighted Average Common Shares Outstanding (in shares) | 3,425,928 | 1,917,828 | 3,393,764 | 1,835,552 |
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, 2018 | $ 1,750 | $ 2,514,136 | $ (2,638,580) | $ 12,280 | $ 134,974 |
Balances (in shares) at Aug. 31, 2018 | 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) | |||
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 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss for the period | (981,692) | ||||
Foreign currency translation adjustments | 1,282 | ||||
Balances at Feb. 28, 2019 | $ 1,960 | 2,937,136 | (3,620,272) | (10,998) | (692,174) |
Balances (in shares) at Feb. 28, 2019 | 1,959,933 | ||||
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 | ||||
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 | |||
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 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for cash | $ 181 | 1,086,950 | 1,087,131 | ||
Common shares issued for cash (in shares) | 180,365 | ||||
Common shares issued for services - officers | 13,000 | 13,000 | |||
Reclass Of Warrant Derivative Liability From Equity | (918,050) | (918,050) | |||
Stock option granted for services | 29,304 | 29,304 | |||
Net loss for the period | (424,789) | (424,789) | |||
Foreign currency translation adjustments | (3,606) | (3,606) | |||
Balances at Feb. 28, 2019 | $ 1,960 | 2,937,136 | (3,620,272) | (10,998) | (692,174) |
Balances (in shares) at Feb. 28, 2019 | 1,959,933 | ||||
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 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) | |||
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 | ||||
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 shares issued for cash (in shares) | 80,033 | ||||
Common shares issued for acquisition of license (in shares) | 61,297 | ||||
Common shares issued for settlement of debt | $ 100,000 | ||||
Common shares issued for settlement of debt (in shares) | 11,363 | ||||
Net loss for the period | (2,676,487) | ||||
Foreign currency translation adjustments | 25,763 | ||||
Balances at Feb. 29, 2020 | $ 3,427 | 11,175,913 | (7,487,243) | 15,957 | $ 3,708,054 |
Balances (in shares) at Feb. 29, 2020 | 3,427,399 | 3,427,399 | |||
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 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Additional common shares issued | $ 7 | (7) | |||
Additional common shares issued (shares) | 7,373 | ||||
Common shares issued for services - officers | 10,500 | 10,500 | |||
Cancellation of common shares | $ (6) | (2,494) | (2,500) | ||
Cancellation of common shares (shares) | (6,250) | ||||
Stock option expense | 97,397 | 97,397 | |||
Net loss for the period | (1,370,126) | (1,370,126) | |||
Foreign currency translation adjustments | 9,419 | 9,419 | |||
Balances at Feb. 29, 2020 | $ 3,427 | $ 11,175,913 | $ (7,487,243) | $ 15,957 | $ 3,708,054 |
Balances (in shares) at Feb. 29, 2020 | 3,427,399 | 3,427,399 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,676,487) | $ (981,692) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 273,416 | 83,355 |
Depreciation | 248 | 140 |
Change in fair value of derivative liabilities | (29,501) | (333,130) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (89,070) | 19,295 |
Other receivable | (20,771) | 13,176 |
Accounts payable and accrued liabilities | 88,051 | 56,730 |
Net cash used in operating activities | (2,454,114) | (1,142,126) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (1,176) | |
Net cash used in investing activities | (1,176) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of common shares for cash | 1,257,905 | |
Common stock issuance costs | (15,151) | |
Refund for fractional stock | (117) | |
Advance from related parties | 6,420 | 8,075 |
Repayments to related parties | (3,040) | (5,221) |
Net cash provided by (used in) by financing activities | (11,888) | 1,260,759 |
Effects on changes in foreign exchange rate | 25,760 | 1,271 |
Net change in cash and cash equivalents | (2,441,418) | 119,904 |
Cash and cash equivalents - beginning of period | 4,423,965 | 337,424 |
Cash and cash equivalents - end of period | 1,982,547 | 457,328 |
Supplemental Cash Flow | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash financing and investing activities: | ||
Reclass of warrant derivative liability from equity | $ 918,050 | |
Common shares issued for acquisition of license offset against stock payable | 539,417 | |
Common shares issued for settlement of stock payable | 100,000 | |
Additional issuance of Series D shares per the terms of the subscription agreements | 7 | |
Cancellation of common shares | $ 6 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Feb. 29, 2020 | |
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. On January 8, 2020 Trinity Research and Development Limited changed its name to Artelo Biosciences Limited. The Company incorporated a fully owned subsidiary in Canada, Artelo Biosciences Corporation, on March 18, 2020. Operations in the subsidiaries have been consolidated in the financial statements. The Company intends to license, develop and commercialize novel cannabinoid therapeutic treatments. 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 | 6 Months Ended |
Feb. 29, 2020 | |
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 GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended February 29, 2020 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 Artelo Biosciences 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 February 29, 2020. The new accounting standards related to ASC – 842 were effective for the Company on September 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 $1,370,126 and $2,676,487 and the weighted average number of common shares outstanding of 3,425,928 and 3,393,764, respectively for the three and six months ended February 29, 2020. Diluted loss per share is based upon Net Loss of $1,370,126 and $2,676,487 with a deduction of the gain of $0 and $29,501 for change in fair value of derivatives and the weighted average of common shares outstanding of 3,425,928 and 3,393,764, respectively, which includes in-the-money options calculated under the treasury stock method, for the three and six months ended February 29, 2020. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Feb. 29, 2020 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The Company’s financial statements are prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established 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 six months ended February 29, 2020, the Company had a net loss of $2,676,487. As of February 29, 2020, the Company had an accumulated deficit of $7,487,243 and has earned no revenues. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for future periods. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Feb. 29, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS During the six months ended February 29, 2020, the president and officer of the Company incurred $732 $4,464 and $3,732, respectively. The amounts are non-interest bearing and have no terms of repayment. During the six months ended February 29, 2020, the Senior Vice President, European Operations, who is a major shareholder, paid for expenses on behalf of the Company for a total of $5,688. $3,040 was repaid during the six months ended February 29, 2020. $2,646 and $0, respectively. The amounts are non-interest bearing and have no terms of repayment. During the six months ended February 29, 2020, a company owned by the Senior Vice President, European Operations, who is a major shareholder, provided consulting services worth $34,000 |
INTANGIBLE ASSET
INTANGIBLE ASSET | 6 Months Ended |
Feb. 29, 2020 | |
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 six months ended February 29, 2020, 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 February 29, 2020 and August 31, 2019. During the quarter ended February 29, 2020, no subsequent costs incurred met the criteria for capitalization as an intangible asset. |
EQUITY
EQUITY | 6 Months Ended |
Feb. 29, 2020 | |
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 six months ended February 29, 2020, 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 six months ended February 29, 2020, the Company issued 80,033 shares of common stock as follows: • 61,297 • 11,363 $ • 7,373 shares of common stock were issued for additional issuance of Series D per the terms of the subscription agreements. On December 2, 2019, 6,250 shares of common stock previously issued to a director of the Company were cancelled upon the resignation of the director from the Company. As a result, the Company reversed an expense of $2,500 which was recorded in prior quarter. During the six months ended February 29, 2020, the Company recorded $21,000 of stock compensation expense for four members of the Company’s Board of Directors. The unamortized value of the stock-based compensation as of February 29, 2020 is $54,833. Warrants A summary of activity during the six months ended February 29, 2020 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, February 29, 2020 2,334,937 $ 8.15 3.67 The intrinsic value of the warrants as of February 29, 2020 is $0. All of the outstanding warrants are exercisable as of February 29, 2020. Stock Options 2018 Equity Incentive Plan On December 2, 2019, 22,250 shares of common stock previously granted to a director of the Company in the form of a stock option were cancelled upon resignation of the director from the company. On December 6, 2019, the Company granted 10,000 shares of common stock to a director of the Company in the form of a stock option valued at $24,401. The exercise price per share is $2.65 and the stock options expire on December 6, 2029. The shares vest 1/24th monthly over a period of two years after the grant date. On December 6, 2019, the Company granted 40,000 shares of common stock to a director of the Company in the form of a stock option valued at $97,606. The exercise price per share is $2.65 and the stock options expire on December 6, 2029. The shares vest 1/48th monthly over a period of four years after the grant date. On January 1, 2020, the Company granted 24,000 shares of common stock to a consultant in the form of a stock option valued at $67,976 to amend and restate a prior amended and restated Consulting Agreement dated as of August 17, 2018. The exercise price per share is $2.12 and the stock options expire on December 13, 2029. The shares vest 1/48th monthly over a period of four years, beginning on January 31, 2020 and on the last day of each month thereafter. The Company utilizes the Black-Scholes model to value the stock options. The Company utilized the following assumptions: Six Months Ended Year Ended February 29, August 31, 2020 2019 Expected term 4.34 - 5 years 5 years Expected average volatility 155 % 158 % Expected dividend yield — — Risk-free interest rate 1.66% - 1.67 % 1.40 - 1.78 % During the six months ended February 29, 2020, $252,416 was expensed, and as of February 29, 2020, $481,418 remains unamortized. The intrinsic value of the 281,834 options as of February 29, 2020 is $0, and the weighted average value of the remaining life of the options is 9.41 years. The following is a summary of stock option activity during the six months ended February 29, 2020: 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 74,000 2.48 10.00 Exercised — Forfeited/canceled (26,166 ) 3.31 9.58 Outstanding 281,834 $ 3.57 $ 9.41 The following table summarizes information relating to exercisable stock options as of February 29, 2020: 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 46,084 8.47 $ 10.80 28,489 $ 10.80 2,500 9.39 $ 3.12 2,500 $ 3.12 159,250 9.50 $ 1.99 93,628 $ 1.99 50,000 9.78 $ 2.65 2,500 $ 2.65 24,000 9.79 $ 2.12 1,000 $ 2.12 281,834 9.41 $ 3.57 128,117 $ 3.98 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Feb. 29, 2020 | |
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 February 29, 2020, 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 Artelo Biosciences Limited (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 | 6 Months Ended |
Feb. 29, 2020 | |
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 a previous a private placement offering. 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 –February 29, 2020 — As of February 29, 2020, there is no derivative liability associated with shares of common stock issued pursuant to the Series E private offering as they no longer meet the criteria for price protection. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Feb. 29, 2020 | |
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 GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended February 29, 2020 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 | 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 Artelo Biosciences 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 February 29, 2020. The new accounting standards related to ASC – 842 were effective for the Company on September 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 Loss per share is calculated based upon Net Loss of $1,370,126 and $2,676,487 and the weighted average number of common shares outstanding of 3,425,928 and 3,393,764, respectively for the three and six months ended February 29, 2020. Diluted loss per share is based upon Net Loss of $1,370,126 and $2,676,487 with a deduction of the gain of $0 and $29,501 for change in fair value of derivatives and the weighted average of common shares outstanding of 3,425,928 and 3,393,764, respectively, which includes in-the-money options calculated under the treasury stock method, for the three and six months ended February 29, 2020. |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Feb. 29, 2020 | |
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, February 29, 2020 2,334,937 $ 8.15 3.67 |
Schedule of stock options assumptions | Six Months Ended Year Ended February 29, August 31, 2020 2019 Expected term 4.34 - 5 years 5 years Expected average volatility 155 % 158 % Expected dividend yield — — Risk-free interest rate 1.66% - 1.67 % 1.40 - 1.78 % |
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 74,000 2.48 10.00 Exercised — Forfeited/canceled (26,166 ) 3.31 9.58 Outstanding 281,834 $ 3.57 $ 9.41 |
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 46,084 8.47 $ 10.80 28,489 $ 10.80 2,500 9.39 $ 3.12 2,500 $ 3.12 159,250 9.50 $ 1.99 93,628 $ 1.99 50,000 9.78 $ 2.65 2,500 $ 2.65 24,000 9.79 $ 2.12 1,000 $ 2.12 281,834 9.41 $ 3.57 128,117 $ 3.98 |
DERIVATIVE LIABILITY AND FAIR_2
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Feb. 29, 2020 | |
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 –February 29, 2020 — |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - shares | Feb. 29, 2020 | Aug. 31, 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 |
Preferred stock, shares authorized | 6,250,000 | 6,250,000 | 50,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Feb. 29, 2020 | Nov. 30, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Feb. 29, 2020 | Feb. 28, 2019 | |
Accounting Policies [Abstract] | ||||||
Net loss | $ (1,370,126) | $ (1,306,361) | $ (424,789) | $ (556,903) | $ (2,676,487) | $ (981,692) |
Weighted average number of common shares outstanding, basic | 3,425,928 | 1,917,828 | 3,393,764 | 1,835,552 | ||
Change in fair value for the period of warrant derivative liability | $ 0 | $ 333,130 | $ 29,501 | $ 333,130 | ||
Weighted average of common shares outstanding, diluted | 3,425,928 | 1,917,828 | 3,393,764 | 1,835,552 |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Feb. 29, 2020 | Nov. 30, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Feb. 29, 2020 | Feb. 28, 2019 | Aug. 31, 2019 | |
Going Concern [Abstract] | |||||||
Net loss | $ (1,370,126) | $ (1,306,361) | $ (424,789) | $ (556,903) | $ (2,676,487) | $ (981,692) | |
Accumulated deficit | $ (7,487,243) | $ (7,487,243) | $ (4,810,756) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 6 Months Ended | |
Feb. 29, 2020 | Aug. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 12,110 | $ 3,732 |
Former President, and current Senior Vice President, European Operations | ||
Related Party Transaction [Line Items] | ||
Expenses paid by related party | 5,688 | |
Due to related parties | 2,646 | 0 |
Repayments to related party | 3,040 | |
President | ||
Related Party Transaction [Line Items] | ||
Expenses paid by related party | 732 | |
Due to related parties | 4,464 | $ 3,732 |
Senior Vice President, European Operations | ||
Related Party Transaction [Line Items] | ||
Consulting services | 34,000 | |
Consulting services outstanding | $ 5,000 |
INTANGIBLE ASSET (Detail Textua
INTANGIBLE ASSET (Detail Textuals) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Feb. 29, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||
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 |
DERIVATIVE LIABILITY AND FAIR_3
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Fair Value Of Warrant Liability Roll Forward | ||||
Fair value - August 31, 2018 | $ 29,501 | |||
Change in fair value for the period of warrant derivative liability | $ 0 | $ 333,130 | 29,501 | $ 333,130 |
Warrant liability | ||||
Fair Value Of Warrant Liability Roll Forward | ||||
Fair value - August 31, 2018 | 29,501 | |||
Reclass of warrant derivative liability from equity | 0 | |||
Change in fair value for the period of warrant derivative liability | (29,501) | |||
Fair value ? August 31, 2019 | $ 0 | $ 0 |
DERIVATIVE LIABILITY AND FAIR_4
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Detail Textuals) | Feb. 29, 2020$ / shares |
Series E offering | |
Derivative Liability And Fair Value Measurements [Line Items] | |
Share price | $ 7.60 |
EQUITY (Details)
EQUITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Feb. 29, 2020 | Aug. 31, 2019 | |
Number Of Shares [Roll Forward] | ||
Number of shares Outstanding | 2,334,937 | |
Number of warrant granted | 0 | |
Number of warrant forfeited | 0 | |
Number of warrant exercised | 0 | |
Number of shares Outstanding | 2,334,937 | 2,334,937 |
Number Of Warrant Granted [Roll Forward] | ||
Weighted Average Exercise Price, Outstanding | $ 8.15 | |
Weighted Average Exercise Price Granted | 0 | |
Weighted Average Exercise Price Forfeited | 0 | |
Weighted Average Exercise Price Exercised | 0 | |
Weighted Average Exercise Price, Outstanding | $ 8.15 | $ 8.15 |
Weighted Average Life [Roll Forward] | ||
Weighted Average Life (years), Outstanding | 3 years 8 months 1 day | 4 years 1 month 20 days |
EQUITY (Details 1)
EQUITY (Details 1) | 6 Months Ended | 12 Months Ended |
Feb. 29, 2020 | Aug. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years | |
Expected volatility | 155.00% | 158.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 4 years 4 months 2 days | |
Risk free interest rate | 1.66% | 1.40% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years | |
Risk free interest rate | 1.67% | 1.78% |
EQUITY (Detail 2)
EQUITY (Detail 2) - $ / shares | 6 Months Ended | 12 Months Ended |
Feb. 29, 2020 | Aug. 31, 2019 | |
Number of Options Outstanding | ||
Number of Options Outstanding | 234,000 | |
Number of shares granted during period | 74,000 | |
Number of Options Exercised | 0 | |
Number of Options Forfeited/canceled | (26,166) | |
Number of Options Outstanding | 281,834 | 234,000 |
Weighted Average Exercise Price Options Outstanding | ||
Weighted Average Exercise Price, Outstanding | $ 3.88 | |
Weighted Average Exercise Price, Granted | 2.48 | |
Weighted Average Exercise Price, Forfeited/canceled | 3.31 | |
Weighted Average Exercise Price, Outstanding | $ 3.57 | $ 3.88 |
Weighted Average Remaining Contractual life, Outstanding (in years) | 9 years 4 months 28 days | 9 years 9 months 10 days |
Weighted Average Remaining Contractual life, Granted (in years) | 10 years | |
Weighted Average Remaining Contractual life, Forfeited (in years) | 9 years 6 months 29 days |
EQUITY (Details 4)
EQUITY (Details 4) - $ / shares | 6 Months Ended | 12 Months Ended |
Feb. 29, 2020 | Aug. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 281,834 | 234,000 |
Weighted Average Remaining Contractual life, Outstanding (in years) | 9 years 4 months 28 days | 9 years 9 months 10 days |
Weighted Average Exercise Price | $ 3.57 | |
Options Exercisable Number of shares | 128,117 | |
Options Exercisable Weighted Average Exercise Price | $ 3.98 | |
46,084 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 46,084 | |
Weighted Average Remaining Contractual life, Outstanding (in years) | 8 years 5 months 19 days | |
Weighted Average Exercise Price | $ 10.80 | |
Options Exercisable Number of shares | 28,489 | |
Options Exercisable Weighted Average Exercise Price | $ 10.80 | |
2,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 2,500 | |
Weighted Average Remaining Contractual life, Outstanding (in years) | 9 years 4 months 20 days | |
Weighted Average Exercise Price | $ 3.12 | |
Options Exercisable Number of shares | 2,500 | |
Options Exercisable Weighted Average Exercise Price | $ 3.12 | |
159,250 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 159,250 | |
Weighted Average Remaining Contractual life, Outstanding (in years) | 9 years 6 months | |
Weighted Average Exercise Price | $ 1.99 | |
Options Exercisable Number of shares | 93,628 | |
Options Exercisable Weighted Average Exercise Price | $ 1.99 | |
50,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 50,000 | |
Weighted Average Remaining Contractual life, Outstanding (in years) | 9 years 9 months 10 days | |
Weighted Average Exercise Price | $ 2.65 | |
Options Exercisable Number of shares | 2,500 | |
Options Exercisable Weighted Average Exercise Price | $ 2.65 | |
24,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 24,000 | |
Weighted Average Remaining Contractual life, Outstanding (in years) | 9 years 9 months 14 days | |
Weighted Average Exercise Price | $ 2.12 | |
Options Exercisable Number of shares | 1,000 | |
Options Exercisable Weighted Average Exercise Price | $ 2.12 |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Feb. 29, 2020 | Nov. 30, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Feb. 29, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [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) | $ 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) | $ 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 | ||||||
Derivative liability | $ 29,501 | ||||||
Common shares issued for settlement of debt | $ 100,000 | $ 100,000 | |||||
Cancellation of common shares | $ (2,500) | ||||||
Stock based compensation | 21,000 | ||||||
Remains unamortized stock based expenses | 54,833 | ||||||
Warrant intrinsic value | $ 0 | $ 0 | |||||
Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of issuance of common shares | 180,365 | 29,300 | 80,033 | ||||
Common shares issued for acquisition of license (in shares) | 61,297 | 61,297 | |||||
Common shares issued for settlement of debt | $ 11 | ||||||
Common shares issued for settlement of debt (in shares) | 11,363 | 11,363 | |||||
Additional common shares issued (shares) | 7,373 | ||||||
Cancellation of common shares (in shares) | 6,250 | ||||||
Cancellation of common shares | $ (6) |
EQUITY (Detail Textuals 2)
EQUITY (Detail Textuals 2) - USD ($) | Jan. 01, 2020 | Dec. 06, 2019 | Dec. 02, 2019 | Feb. 29, 2020 | Aug. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted during period | 74,000 | ||||
Expected term | 5 years | ||||
Stock based compensation | $ 21,000 | ||||
Remains unamortized stock based expenses | $ 54,833 | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted during period | 281,834 | ||||
Intrinsic value | $ 0 | ||||
Stock based compensation | 252,416 | ||||
Remains unamortized stock based expenses | $ 481,418 | ||||
Value of the remaining life of the options | 9 years 4 months 28 days | ||||
Equity Incentive Plan 2018 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued during period | 24,000 | ||||
Exercise price | $ 2.12 | ||||
Intrinsic value | $ 67,976 | ||||
Expected term | 4 years | ||||
Expiration date under plan | Dec. 13, 2029 | ||||
Equity Incentive Plan 2018 | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted during period | 22,250 | ||||
Number of shares issued during period | 10,000 | ||||
Exercise price | $ 2.65 | ||||
Intrinsic value | $ 24,401 | ||||
Expiration date under plan | Dec. 6, 2029 | ||||
Equity Incentive Plan - 2018 | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued during period | 40,000 | ||||
Exercise price | $ 2.65 | ||||
Intrinsic value | $ 97,606 | ||||
Expected term | 4 years | ||||
Expiration date under plan | Dec. 6, 2029 |