Document And Entity Information
Document And Entity Information | 9 Months Ended |
May 31, 2020 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | ARTELO BIOSCIENCES, INC. |
Entity Central Index Key | 0001621221 |
Entity Filer Category | Non-accelerated Filer |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.  Calculation of Registration Fee Title of each class of securities to be registered Proposedmaximumaggregateoffering price(1)  Amount ofregistration fee        Units consisting of shares of Common Stock, par value $0.001 per share, and warrants to purchase shares of Common Stock, par value $0.001 per share $6,325,000.00  $690.06 Common Stock included as part of the Units (2)   —   —          Common Stock issuable upon exercise of the warrants $7,906,250.00  $862.57 Underwriter’s warrants (3) $395,312.50  $43.13 Common Stock underlying underwriter’s warrants (3) $—  $— Total $14,626,562.50  $1595.76(4) _____________(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).(2)No separate fee is required pursuant to Rule 457(g) under the Securities Act.(3)We have agreed to issue upon the closing of this offering, warrants to Ladenburg Thalmann & Co. Inc. entitling it to purchase up to 5% of the aggregate shares of common stock sold in this offering. The exercise price of the warrants is equal to 125% of the public offering price of the common stock offered hereby. The warrants will be exercisable beginning on the effective date of our stockholders’ approval of either an increase in the number of our authorized shares of common stock or a reverse stock split, in either case in an amount sufficient to permit the exercise in full of the warrants, and will expire on the five (5) year anniversary of the date of the prospectus contained herein.(4)Previously paid $519.20.       |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 |
Current Assets | |||
Cash and cash equivalents | $ 1,279,256 | $ 4,423,965 | $ 337,424 |
Prepaid expenses and other current assets | 74,655 | 18,623 | |
Deferred offering costs | 98,715 | ||
Prepaid expenses | 8,336 | 35,384 | |
Deposits | 1,500 | 1,500 | |
Other receivable | 8,787 | 22,127 | |
Total Current Assets | 1,452,626 | 4,442,588 | 396,435 |
Equipment, net of accumulated depreciation | 1,484 | 721 | 563 |
Intangible asset | 2,039,417 | 2,039,417 | |
TOTAL ASSETS | 3,493,527 | 6,482,726 | 396,998 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 255,632 | 348,863 | 529,272 |
Due to related party | 12,825 | 3,732 | 2,700 |
Derivative liability | 29,501 | ||
Stock payable | 639,417 | ||
Total Current Liabilities | 268,457 | 1,021,513 | 531,972 |
STOCKHOLDERS' EQUITY | |||
Preferred Stock, par value $0.001, 6,250,000 shares authorized, 0, 0, and 0 shares issued and outstanding, as of May 31, 2020, August 31, 2019, and August 31, 2018, respectively | |||
Common Stock, par value $0.001, 18,750,000 shares authorized, 3,733,604, 3,353,616, and 1,750,268 shares issued and outstanding as of May 31, 2020, August 31. 2019, and August 31, 2018, respectively | 3,734 | 3,354 | 1,750 |
Additional paid-in capital | 11,609,266 | 10,278,421 | 2,514,136 |
Accumulated deficit | (8,438,434) | (4,810,756) | (2,638,580) |
Accumulated other comprehensive income (loss) | 50,504 | (9,806) | (12,280) |
Total Stockholders' Equity | 3,225,070 | 5,461,213 | (134,974) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 3,493,527 | $ 6,482,726 | $ 396,998 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Accumulated depreciation on equipment (in dollars) | $ 1,144 | $ 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 | 3,733,604 | 3,353,616 | 1,750,268 |
Common stock, shares outstanding | 3,733,604 | 3,353,616 | 1,750,268 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | |
OPERATING EXPENSES | ||||||
General and administrative | $ 382,543 | $ 402,803 | $ 1,225,952 | $ 666,226 | $ 952,334 | $ 508,278 |
Professional fees | 303,524 | 354,038 | 785,133 | 731,277 | 1,164,695 | 585,069 |
Research and development | 265,204 | 184,204 | 1,646,920 | 858,224 | 1,091,992 | 1,249,854 |
Depreciation | 124 | 243 | 372 | 383 | 510 | 282 |
Depreciation | 510 | 290 | ||||
Total Operating Expenses | 951,395 | 941,288 | 3,658,377 | 2,256,110 | 3,209,531 | 2,343,491 |
Loss from Operations | (951,395) | (941,288) | (3,658,377) | (2,256,110) | (3,209,531) | (2,343,491) |
OTHER INCOME (EXPENSE) | ||||||
Other income | 204 | 32,439 | 1,198 | 32,439 | 31,256 | |
Change in fair value of derivative liabilities | 0 | 563,966 | 29,501 | 897,096 | 1,006,099 | |
Total other income | 204 | 596,405 | 30,699 | 929,535 | 1,037,355 | |
Provision for income taxes | 0 | 0 | 0 | |||
NET LOSS | (951,191) | (344,883) | (3,627,678) | (1,326,575) | (2,172,176) | (2,343,491) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
Foreign currency translation adjustments | 34,547 | 771 | 60,310 | 2,053 | 2,474 | (12,937) |
Total Other Comprehensive Income (Loss) | 34,547 | 771 | 60,310 | 2,053 | 2,474 | (12,937) |
TOTAL COMPREHENSIVE LOSS | $ (916,644) | $ (344,112) | $ (3,567,368) | $ (1,324,522) | $ (2,169,702) | $ (2,356,428) |
Basic and Diluted Loss per Common Share (in dollars per share) | $ (0.27) | $ (0.17) | $ (1.06) | $ (0.70) | ||
Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 3,466,385 | 2,058,929 | 3,418,148 | 1,898,263 | ||
Basic Loss per Common Share (in dollars per share) | $ (1) | $ (1.84) | ||||
Diluted Loss per Common Share (in dollars per share) | $ (1.46) | $ (1.84) | ||||
Basic Weighted Average Common Shares Outstanding (in shares) | 2,172,465 | 1,277,527 | ||||
Diluted Weighted Average Common Shares Outstanding (in shares) | 2,172,465 | 1,277,527 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional paid-in capital (deficiency) | 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 | ||||
Stock option granted for services | 107,169 | 107,169 | |||
Common shares issued for services (in shares) | 15,000 | ||||
Common shares issued for services | $ 15 | 125,985 | 126,000 | ||
Common shares issued for services - officers (in shares) | 65,000 | ||||
Common shares issued for services - officers | $ 65 | 56,770 | 56,835 | ||
Common shares issued for services - officers (in shares) | 334,360 | ||||
Net loss for the period | (2,343,491) | (2,343,491) | |||
Foreign currency translation adjustments | (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) | |||
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] | |||||
Net loss for the period | $ (1,326,575) | ||||
Foreign currency translation adjustments | 2,053 | ||||
Balances at May. 31, 2019 | $ 2,101 | 4,107,660 | (3,965,155) | (10,227) | 134,379 |
Balances (in shares) at May. 31, 2019 | 2,101,140 | ||||
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 | ||||
Stock option granted for services | 133,110 | 133,110 | |||
Reverse stock split adjustment (shares) | 10 | ||||
Common shares issued for price protection (shares) | 12,950 | ||||
Common shares issued for price protection | $ 13 | (13) | |||
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 (in shares) | 25,000 | ||||
Reclass Of Warrant Derivative Liability From Equity | (1,035,600) | 1,035,600 | |||
Net loss for the period | (2,172,176) | (2,172,176) | |||
Foreign currency translation adjustments | 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 | |||
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 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for cash | $ 55 | 417,677 | 417,732 | ||
Common shares issued for cash (in shares) | 54,940 | ||||
Common shares issued for services - officers | 13,000 | 13,000 | |||
Common shares issued for services - related party | $ 25 | 239,975 | 240,000 | ||
Common shares issued for services - related party (in shares) | 25,000 | ||||
Reclass Of Warrant Derivative Liability From Equity | (79,224) | (79,224) | |||
Common shares issued for acquisition of license | $ 61 | 539,356 | 539,417 | ||
Common shares issued for acquisition of license (in shares) | 61,297 | ||||
Stock option granted for services | 39,740 | 39,740 | |||
Net loss for the period | (344,883) | (344,883) | |||
Foreign currency translation adjustments | 771 | 771 | |||
Balances at May. 31, 2019 | $ 2,101 | 4,107,660 | (3,965,155) | (10,227) | 134,379 |
Balances (in shares) at May. 31, 2019 | 2,101,140 | ||||
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 stock issuance costs | $ (15,151) | ||||
Common shares issued for cash | $ 380,678 | ||||
Common shares issued for cash (in shares) | 386,238 | ||||
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 | (3,627,678) | ||||
Foreign currency translation adjustments | 60,310 | ||||
Balances at May. 31, 2020 | $ 3,734 | 11,609,266 | (8,438,434) | 50,504 | $ 3,225,070 |
Balances (in shares) at May. 31, 2020 | 3,733,604 | 3,733,604 | |||
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 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for cash | $ 307 | 380,371 | 380,678 | ||
Common shares issued for cash (in shares) | 306,205 | ||||
Additional common shares issued (shares) | 7,373 | ||||
Common shares issued for services - officers | 10,500 | 10,500 | |||
Cancellation of common shares | (2,500) | ||||
Stock option expense | 42,482 | 42,482 | |||
Net loss for the period | (951,191) | (951,191) | |||
Foreign currency translation adjustments | 34,547 | 34,547 | |||
Balances at May. 31, 2020 | $ 3,734 | $ 11,609,266 | $ (8,438,434) | $ 50,504 | $ 3,225,070 |
Balances (in shares) at May. 31, 2020 | 3,733,604 | 3,733,604 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (3,627,678) | $ (1,326,575) | $ (2,172,176) | $ (2,343,491) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock based compensation | 326,398 | 376,095 | 425,110 | 290,004 |
Depreciation | 372 | 383 | 510 | 282 |
Change in fair value of derivative liabilities | (29,501) | (897,096) | (1,006,099) | |
Stock payable | 100,000 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | (56,027) | 24,142 | 27,048 | (35,384) |
Other receivable | 13,340 | (22,127) | ||
Accounts payable and accrued liabilities | (88,231) | 91,471 | (180,409) | 500,696 |
Net cash used in operating activities | (3,474,667) | (1,731,580) | (2,792,676) | (1,610,020) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of equipment | (1,176) | (688) | (688) | (845) |
Purchase of license | (1,500,000) | |||
Net cash used in investing activities | (1,176) | (688) | (1,500,688) | (845) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of common shares for cash | 380,678 | 1,675,637 | 8,376,379 | 1,386,613 |
Payment of stock issuance costs | (113,866) | |||
Refund for fractional stock | (117) | |||
Advance from related parties | 7,116 | 12,222 | 18,276 | 19,894 |
Repayments to related parties | (3,040) | (8,087) | (17,228) | (18,056) |
Net cash provided by financing activities | 270,771 | 1,679,772 | 8,377,427 | 1,388,451 |
Effects on changes in foreign exchange rate | 60,363 | 1,511 | 2,478 | (12,937) |
Net change in cash and cash equivalents | (3,144,709) | (50,985) | 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 | 1,279,256 | 286,439 | 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: | ||||
Reclass of warrant derivative liability from equity | 997,274 | 1,035,600 | ||
Stock payable for acquisition of license | 539,417 | |||
Share issuance for price protection | $ 13 | |||
Common shares issued for deposit of exercise of the license | 539,417 | |||
Deferred offering costs incurred | $ 291,670 | |||
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 | 9 Months Ended | 12 Months Ended |
May 31, 2020 | 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. 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. | 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 | 9 Months Ended | 12 Months Ended |
May 31, 2020 | 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 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. 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, Artelo Biosciences Limited and Artelo Biosciences Corporation. 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 . 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 Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options and warrants. For the nine months ended May 31, 2020 and 2019, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. May 31, 2020 2019 Stock options 281,834 50,000 Warrants 2,334,937 732,351 2,616,771 782,351 Covid 19 As the COVID-19 pandemic is still evolving at this time and much of its impact remains unknown, the Company is not able to predict the impact it may have on the development of the its product candidates and business. The severity of the COVID-19 pandemic could also negatively impact the Company’s access to its existing supply chain by delaying the delivery of key raw materials used in its product candidates and therefore delay the delivery of such products for use in its clinical trials. Any of these results could have a material adverse impact to our business. Reclassification Certain reclassifications have been made to the prior year financial statements to conform to the current period presentation. The reclassification had no impact on previously reported net loss or accumulated deficit. | 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 | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Going Concern [Abstract] | ||
GOING CONCERN | NOTE 3 - GOING CONCERN The Company’s financial statements are prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the nine months ended May 31, 2020, the Company had a net loss of $3,627,678. As of May 31, 2020, the Company had an accumulated deficit of $8,438,434. The Company has not established any revenue to cover its operating costs, and will require 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 minimum operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing this plan. 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. | 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 | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS During the nine months ended May 31, 2020, the president and an officer of the Company incurred $1,428 of expenses on behalf of the Company that were not reimbursed. The amount owed to this related party as of May 31, 2020 and August 31, 2019 is $5,160 and $3,732, respectively. The amounts are non-interest bearing and have no terms of repayment. During the nine months ended May 31, 2020, the Senior Vice President, European Operations, who is a major shareholder, incurred $5,688 of expenses on behalf of the Company. $3,040, including foreign exchange loss of $17 of this amount was repaid during the nine months ended May 31, 2020. The amount owed to this related party as of May 31, 2020 and August 31, 2019 is $2,665 and $0, respectively. The amounts are non-interest bearing and have no terms of repayment. During the nine months ended May 31, 2020, a company owned by the Senior Vice President, European Operations, who is a major shareholder, provided consulting services worth $49,000 of which., $5,000 was outstanding. as of May 31, 2020 | 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 | 9 Months Ended | 12 Months Ended |
May 31, 2020 | 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 nine months ended May 31, 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 May 31, 2020 and August 31, 2019. During the quarter ended May 31, 2020, 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. |
Equity
Equity | 9 Months Ended | 12 Months Ended |
May 31, 2020 | 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 nine months ended May 31, 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 nine months ended May 31, 2020, the Company issued 386,238 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. • 306,205 shares of common stock were issued for cash of $380,678, of which 45,834 shares were issued to our officers and directors for $55,000 and 260,371 shares were sold in connection with the Company’s at -the-market equity program (see below) for proceeds net of offering costs of $358,198. The Company also deferred offering costs of $98,715 and incurred stock issuance costs of $15,151 related to shares sold in the prior period. 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. $31,500 of stock compensation expense for four members of the Company’s Board of Directors. The unamortized value of the stock-based compensation as of is $44,333. Equity Distribution On April 13, 2020, the Company entered into an Equity Distribution Agreement with Maxim Group LLC (the “Agent”) to create an at-the-market equity program under which it may sell up to an aggregate of $1,475,000 of shares of the Company’s common stock (the “Shares”) from time to time through the Agent, as sales agent, subject to any applicable limits when using Form S-3. The Agent will be entitled to compensation at a commission rate of 2.0% of the gross sales price per sold share of common stock. Warrants A summary of activity during the nine months ended May 31, 2020 follows: Weighted Weighted Number of Average Average shares Exercise Price Life (years) Outstanding, August 31, 2019 2,334,937 $ 8.12 4.31 Granted — — — Forfeited — — — Exercised — — — Outstanding, 2,334,937 $ 8.12 3.55 The intrinsic value of the warrants as of May 31, 2020 is $0. All of the outstanding warrants are exercisable as of May 31, 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 the resignation 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. 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 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 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: Nine Months Ended Year Ended May 31, 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 nine months ended May 31, 2020, $294,898 was expensed, and as of , $449,833 remains unamortized. The intrinsic value of the 281,834 options as of is $0, and the weighted average value of the remaining life of the options is 9.15 years. The following is a summary of stock option activity during the nine months ended May 31, 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 $ 9.10 Outstanding 281,834 $ 3.57 $ 9.15 The following table summarizes information relating to exercisable stock options as of May 31, 2020: Options Outstanding Options Exercisable Number Weighted Average Weighted Number Weighted of Remaining Average of Average Options Contractual life (in years) Exercise Price Shares Exercise Price 46,084 8.22 $ 10.80 30,244 $ 10.80 2,500 9.14 $ 3.12 2,500 $ 3.12 159,250 9.25 $ 1.99 98,317 $ 1.99 50,000 9.52 $ 2.65 6,250 $ 2.65 24,000 9.54 $ 2.12 2,500 $ 2.12 281,834 9.15 3.57 139,811 3.95 | 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 August 17, 2028. 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 One Hundred percent (100%) of the Shares subject to the Option shall vest on the earlier to occur of One Hundred percent (100%) of the Shares subject to the Option shall vest on the earlier to occur of One Hundred percent (100%) of the Shares subject to the Option shall vest on the earlier to occur of 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. |
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 $ — $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
May 31, 2020 | 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 May 31, 2020, as follows: · The Company is invoiced monthly and quarterly in connection with 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. | 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 | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Derivative Liability And Fair Value Measurements [Abstract] | ||
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS | NOTE 8 – DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS The Company recognized a derivative liability related to the purchase price protection clause associated with 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 Change in fair value for the period of warrant derivative liability (29,501 ) Fair value – May 31, 2020 — As of May 31, 2020, there is no derivative liability associated with the shares of common stock issued pursuant to the Series E private offering 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 | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Subsequent to May 31, 2020, we sold an aggregate of 762,762 shares of common stock under the ATM Offering at an average price of $1.45 per common share for net proceeds of $1,087,118. On June 22, 2020, the Company executed and delivered a Project Invention Exercise Notice to The Research Foundation for the State University of New York (the “Foundation”) indicating that the Company wishes to obtain a commercial license to the Foundation rights in the certain compounds (together, the “Project Invention”). The Company shall pay a $25,000 fee to the Foundation, upon which the Foundation shall expand the definition of Licensed Patents in the License Agreement with Stony Brook University, by and between the Company and Stony Brook University, dated January 18, 2018, to include the Project Invention. | 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) | 9 Months Ended | 12 Months Ended |
May 31, 2020 | 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 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. 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, Artelo Biosciences Limited and Artelo Biosciences Corporation. | Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s wholly-owned subsidiaries, Trinity Reliant Ventures Limited, and Trinity Research & Development Limited. |
Property, plant and equipment | Property, plant and equipment Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Furniture and Fixtures 3 Years Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended August 31, 2019, no impairment losses have been identified. | |
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 . 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 Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options and warrants. For the nine months ended May 31, 2020 and 2019, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. May 31, 2020 2019 Stock options 281,834 50,000 Warrants 2,334,937 732,351 2,616,771 782,351 | 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 |
Covid 19 | Covid 19 As the COVID-19 pandemic is still evolving at this time and much of its impact remains unknown, the Company is not able to predict the impact it may have on the development of the its product candidates and business. The severity of the COVID-19 pandemic could also negatively impact the Company’s access to its existing supply chain by delaying the delivery of key raw materials used in its product candidates and therefore delay the delivery of such products for use in its clinical trials. Any of these results could have a material adverse impact to our business. | |
Reclassification | Reclassification Certain reclassifications have been made to the prior year financial statements to conform to the current period presentation. The reclassification had no impact on previously reported net loss or accumulated deficit. | |
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. | |
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) | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of estimated useful lives of assets | Furniture and Fixtures 3 Years | |
Schedule of computation of diluted net loss per share | May 31, 2020 2019 Stock options 281,834 50,000 Warrants 2,334,937 732,351 2,616,771 782,351 | 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) | 9 Months Ended | 12 Months Ended |
May 31, 2020 | 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 $ 8.12 4.31 Granted — — — Forfeited — — — Exercised — — — Outstanding, 2,334,937 $ 8.12 3.55 | 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 stock options assumptions | Nine Months Ended Year Ended May 31, 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 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 One Hundred percent (100%) of the Shares subject to the Option shall vest on the earlier to occur of One Hundred percent (100%) of the Shares subject to the Option shall vest on the earlier to occur of One Hundred percent (100%) of the Shares subject to the Option shall vest on the earlier to occur of | |
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 $ 9.10 Outstanding 281,834 $ 3.57 $ 9.15 | 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 Weighted Average Weighted Number Weighted of Remaining Average of Average Options Contractual life (in years) Exercise Price Shares Exercise Price 46,084 8.22 $ 10.80 30,244 $ 10.80 2,500 9.14 $ 3.12 2,500 $ 3.12 159,250 9.25 $ 1.99 98,317 $ 1.99 50,000 9.52 $ 2.65 6,250 $ 2.65 24,000 9.54 $ 2.12 2,500 $ 2.12 281,834 9.15 3.57 139,811 3.95 | 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 — $ — |
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 $ — $ — |
DERIVATIVE LIABILITY AND FAIR_2
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Derivative Liability And Fair Value Measurements [Abstract] | ||
Schedule of fair value of warrant liability | Fair value – August 31, 2019 $ 29,501 Change in fair value for the period of warrant derivative liability (29,501 ) Fair value – May 31, 2020 — | 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 |
Summary 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 % — |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - shares | May 31, 2020 | 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 | 9 Months Ended | 12 Months Ended | ||
May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | |
Accounting Policies [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss | 2,616,771 | 782,351 | 2,568,937 | 545,306 |
Stock options | ||||
Accounting Policies [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss | 281,834 | 50,000 | 234,000 | 50,000 |
Warrant | ||||
Accounting Policies [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss | 2,334,937 | 732,351 | 2,334,937 | 495,306 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 9 Months Ended | 12 Months Ended | |||
May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Accounting Policies [Abstract] | |||||
Method of depreciation | straight-line method | ||||
Cash and cash equivalents | $ 1,279,256 | $ 286,439 | $ 4,423,965 | $ 337,424 | $ 572,775 |
Share-based expenses | $ 326,398 | $ 376,095 | $ 425,110 | $ 290,004 |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
May 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | May 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | |
Going Concern [Abstract] | ||||||||||
Net loss | $ (951,191) | $ (1,370,126) | $ (1,306,361) | $ (344,883) | $ (424,789) | $ (556,903) | $ (3,627,678) | $ (1,326,575) | $ (2,172,176) | $ (2,343,491) |
Accumulated deficit | $ (8,438,434) | $ (8,438,434) | $ (4,810,756) | $ (2,638,580) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) | Mar. 15, 2019USD ($)shares | Jan. 26, 2018USD ($)RelatedParty$ / sharesshares | Nov. 18, 2016shares | May 31, 2020USD ($)shares | Feb. 29, 2020USD ($) | Nov. 30, 2019USD ($) | May 31, 2019USD ($) | Feb. 28, 2019USD ($) | Nov. 30, 2018USD ($) | May 31, 2020USD ($)shares | Aug. 31, 2019USD ($)shares | Aug. 31, 2018USD ($)shares | Jun. 25, 2019$ / shares | Aug. 31, 2017shares |
Related Party Transaction [Line Items] | ||||||||||||||
Due to related parties | $ 12,825 | $ 12,825 | $ 3,732 | $ 2,700 | ||||||||||
Value of number of shares issued for consulting services | $ 126,000 | |||||||||||||
Amount of common shares issued for services to related parties | $ 10,500 | $ 10,500 | $ 13,000 | $ 13,000 | $ 13,000 | $ 13,000 | ||||||||
Number of warrants | shares | 2,334,937 | 2,334,937 | 2,334,937 | 495,306 | 240,917 | |||||||||
Exercise price of warrants | $ / shares | $ 6.4575 | |||||||||||||
Stock based compensation | $ 31,500 | $ 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 | RelatedParty | 2 | |||||||||||||
Number of common shares issued for services to related parties | shares | 99,999 | |||||||||||||
Purchase price per share | $ / shares | $ 0.65 | |||||||||||||
Number of warrants | shares | 12,500 | |||||||||||||
Exercise price of warrants | $ / shares | $ 12 | |||||||||||||
Warrant expiration term | 5 years | |||||||||||||
Director [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of restricted shares award issued | shares | 65,000 | |||||||||||||
Former President, and current Senior Vice President, European Operations | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses paid by related party | 5,688 | $ 16,746 | 18,554 | |||||||||||
Due to related parties | $ 2,665 | 2,665 | 0 | 498 | ||||||||||
Foreign exchange loss of related party | 17 | |||||||||||||
Repayments to related party | 3,040 | 17,228 | 18,056 | |||||||||||
President | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses paid by related party | 1,428 | 1,530 | 1,340 | |||||||||||
Due to related parties | 5,160 | 5,160 | 3,732 | 2,202 | ||||||||||
Senior Vice President, European Operations | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Consulting services | 49,000 | 38,000 | ||||||||||||
Consulting services outstanding | $ 5,000 | $ 5,000 | ||||||||||||
Number of shares transferred by former President | shares | 750,000 | |||||||||||||
Amount of common shares issued for services to related parties | $ 240,000 | |||||||||||||
Number of common shares issued for services to related parties | shares | 25,000 | |||||||||||||
Mr. Gregory Gorgas | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payment of salary | $ 209,369 | $ 74,840 |
INTANGIBLE ASSET (Detail Textua
INTANGIBLE ASSET (Detail Textuals) - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 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 |
INTANGIBLE ASSET (Detail Text_2
INTANGIBLE ASSET (Detail Textuals) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | May 31, 2020 | |
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 | |
Intangible asset | $ 2,039,417 |
EQUITY (Details)
EQUITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Number Of Shares [Roll Forward] | ||||
Number of shares Outstanding | 2,334,937 | 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 | 2,334,937 | 495,306 | 240,917 |
Number Of Warrant Granted [Roll Forward] | ||||
Weighted Average Exercise Price, Outstanding | $ 8.12 | $ 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 | $ 8.12 | $ 8.12 | $ 10.40 | $ 8 |
Weighted Average Life [Roll Forward] | ||||
Weighted Average Life (years), Outstanding | 3 years 6 months 18 days | 4 years 3 months 21 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) | 9 Months Ended | 12 Months Ended | |
May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years | 10 years | |
Expected volatility | 155.00% | 158.00% | 170.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk free interest rate | 1.40% | 2.87% | |
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 (Details 2)
Equity (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended | |
May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Number of Options Outstanding | |||
Number of Options Outstanding | 234,000 | 50,000 | 0 |
Number of shares granted during period | 74,000 | 184,000 | 50,000 |
Number of Options Exercised | 0 | 0 | 0 |
Number of Options Forfeited/canceled | (26,166) | 0 | 0 |
Number of Options Outstanding | 281,834 | 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 | 2.48 | 2.01 | 10.80 |
Weighted Average Exercise Price, Exercised | 0 | ||
Weighted Average Exercise Price, Forfeited/canceled | 3.31 | 0 | |
Weighted Average Exercise Price, Outstanding | $ 3.57 | $ 3.88 | $ 10.80 |
Weighted Average Remaining Contractual life (in years) | 9 years 1 month 24 days | 9 years 9 months 10 days | 9 years 11 months 19 days |
Weighted Average Remaining Contractual life, Granted (in years) | 10 years | 10 years | 10 years |
Weighted Average Remaining Contractual life, Forfeited (in years) | 9 years 1 month 6 days |
Equity (Details 3)
Equity (Details 3) - $ / shares | 9 Months Ended | 12 Months Ended | ||
May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 281,834 | 234,000 | 50,000 | 0 |
Weighted Average Remaining Contractual life (in years) | 9 years 1 month 24 days | 9 years 9 months 10 days | 9 years 11 months 19 days | |
Weighted Average Exercise Price | $ 3.57 | |||
Options Exercisable Number of shares | 139,811 | |||
Options Exercisable Weighted Average Exercise Price | $ 3.95 | |||
46,084 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 46,084 | |||
Weighted Average Remaining Contractual life (in years) | 8 years 2 months 19 days | |||
Weighted Average Exercise Price | $ 10.80 | |||
Options Exercisable Number of shares | 30,244 | |||
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 | 2,500 | ||
Weighted Average Remaining Contractual life (in years) | 9 years 1 month 20 days | 9 years 10 months 20 days | ||
Weighted Average Exercise Price | $ 3.12 | $ 3.12 | ||
Options Exercisable Number of shares | 2,500 | 2,500 | ||
Options 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 outstanding | 159,250 | |||
Weighted Average Remaining Contractual life (in years) | 9 years 3 months | |||
Weighted Average Exercise Price | $ 1.99 | |||
Options Exercisable Number of shares | 98,317 | |||
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 (in years) | 9 years 6 months 7 days | |||
Weighted Average Exercise Price | $ 2.65 | |||
Options Exercisable Number of shares | 6,250 | |||
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 (in years) | 9 years 6 months 14 days | |||
Weighted Average Exercise Price | $ 2.12 | |||
Options Exercisable Number of shares | 2,500 | |||
Options Exercisable Weighted Average Exercise Price | $ 2.12 | |||
50,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 | |||
Options Exercisable Number of shares | 21,700 | |||
Options Exercisable Weighted Average Exercise Price | $ 10.80 | |||
181,500 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 181,500 | |||
Weighted Average Remaining Contractual life (in years) | 10 years | |||
Weighted Average Exercise Price | $ 1.99 | |||
Options Exercisable Number of shares | 0 | |||
Options Exercisable Weighted Average Exercise Price | $ 0 |
Equity (Details 4)
Equity (Details 4) - $ / shares | Jan. 01, 2020 | May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted during period | 74,000 | 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 | ||||
Exercise Price | $ 2.12 | ||||
Expiration Date | Dec. 13, 2029 | ||||
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 | 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 | [3] | 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 | [4] | 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 | [4] | 18,000 | |||
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 | [4] | 17,500 | |||
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 | [4] | 22,250 | |||
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 | [4] | 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] | 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 |
EQUITY (Details 5)
EQUITY (Details 5) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Number Of Shares [Roll Forward] | ||||
Number of shares Outstanding | 2,334,937 | 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 | 2,334,937 | 495,306 | 240,917 |
Number Of Warrant Granted [Roll Forward] | ||||
Weighted Average Exercise Price, Outstanding | $ 8.12 | $ 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 | $ 8.12 | $ 8.12 | $ 10.40 | $ 8 |
Weighted Average Life [Roll Forward] | ||||
Weighted Average Life (years), Outstanding | 3 years 6 months 18 days | 4 years 3 months 21 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 (Detail Textuals)
Equity (Detail Textuals) | Mar. 15, 2019USD ($)shares | Jun. 25, 2019USD ($)Warrant$ / sharesshares | Jun. 30, 2017USD ($)shares | May 31, 2020USD ($)$ / sharesshares | Feb. 29, 2020USD ($)shares | Nov. 30, 2019USD ($)shares | May 31, 2019USD ($)shares | Feb. 28, 2019USD ($)shares | Nov. 30, 2018USD ($)shares | May 31, 2020USD ($)$ / sharesshares | May 31, 2019USD ($) | Aug. 31, 2019USD ($)Warrant$ / sharesshares | Aug. 31, 2018USD ($)$ / sharesshares | Jun. 20, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Preferred stock, shares authorized | shares | 6,250,000 | 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 | $ 0.001 | ||||||||||
Common Stock, Shares, Issued | shares | 3,733,604 | 3,733,604 | 3,353,616 | 1,750,268 | ||||||||||
Preferred stock, shares issued | shares | 0 | 0 | 0 | 0 | ||||||||||
Common stock, shares authorized | shares | 18,750,000 | 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 | |||||||||||||
Common shares issued for cash | $ 380,678 | $ 417,732 | $ 1,087,131 | $ 170,774 | $ 8,376,379 | $ 1,386,613 | ||||||||
Proceeds from issuance of common stock | $ 380,678 | $ 1,675,637 | $ 8,376,379 | $ 1,386,613 | ||||||||||
Common shares issued for services | 10,500 | $ 10,500 | $ 13,000 | $ 13,000 | $ 13,000 | $ 13,000 | ||||||||
Exercise price of warrants | $ / shares | $ 6.4575 | |||||||||||||
Number of warrant purchase | Warrant | 1 | |||||||||||||
Number of purchase common stock shares | Warrant | 1 | |||||||||||||
Number of units sold | shares | 1,300,813 | |||||||||||||
Number of warrant granted | shares | 0 | 1,839,575 | 254,389 | |||||||||||
Derivative liability | $ 29,501 | |||||||||||||
Common shares issued for settlement of debt | 100,000 | $ 100,000 | ||||||||||||
Stock based compensation | 31,500 | $ 52,000 | $ 56,835 | |||||||||||
Remains unamortized stock based expenses | 44,333 | |||||||||||||
Warrant intrinsic value | 0 | 0 | 585,691 | |||||||||||
Deferred offering costs | $ 98,715 | 98,715 | ||||||||||||
Common stock issuance costs | 113,866 | |||||||||||||
Common stock issuance costs | $ 15,151 | $ 15,151 | ||||||||||||
Over-allotment option | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share price | $ / shares | $ 0.01 | |||||||||||||
Gross proceeds before deducting underwriting discounts and commissions | $ 8,001,911 | |||||||||||||
Exercise price of warrants | $ / shares | $ 6.765 | |||||||||||||
Number of warrant purchase | Warrant | 104,065 | |||||||||||||
Offering price, per unit | $ / shares | $ 6.15 | |||||||||||||
Number of additional shares purchased | shares | 195,121 | |||||||||||||
Percentage Of Underwriting Discounts And Commissions | 8.00% | |||||||||||||
Number of units sold | shares | 191,102 | |||||||||||||
Proceeds from warrant exercises | $ 1,911 | |||||||||||||
Equity distribution agreement with Maxim Group LLC | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Aggregate Number of common stock shares may sell | shares | 1,475,000 | 1,475,000 | ||||||||||||
Percentage of compensation commission rate per share of common stock | 2.00% | 2.00% | ||||||||||||
Subscription Agreement | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common shares issued for services (in shares) | shares | 3,125 | |||||||||||||
Common shares issued for services | $ 10,000 | |||||||||||||
Subscription Agreement | Private Placement | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common shares issued for cash (in shares) | shares | 163,606 | |||||||||||||
Common shares issued for cash | $ 850,785 | |||||||||||||
Share price | $ / shares | $ 5.20 | |||||||||||||
Exercise price of warrants | $ / shares | $ 12 | |||||||||||||
Terms of common stock warrant | 5 years | |||||||||||||
Officers and directors | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common shares issued for cash (in shares) | shares | 45,834 | |||||||||||||
Common shares issued for cash | $ 55,000 | |||||||||||||
Equity Incentive Plan 2018 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common shares issued for cash (in shares) | shares | 260,371 | |||||||||||||
Common shares issued for cash | $ 358,198 | |||||||||||||
Remains unamortized stock based expenses | $ 637,865 | $ 429,519 | ||||||||||||
Blackrock Ventures, Ltd | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common shares issued for cash (in shares) | shares | 25,000 | |||||||||||||
Common shares issued for cash | $ 240,000 | |||||||||||||
NEOMED | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common shares issued for cash | $ 539,417 | |||||||||||||
Common shares issued for services (in shares) | shares | 15,000 | |||||||||||||
Common shares issued for services | $ 126,000 | |||||||||||||
Number of units sold | shares | 72,660 | |||||||||||||
Series C Common Stock Purchase Warrant | Subscription Agreement | Private Placement | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common shares issued for cash (in shares) | shares | 87,629 | |||||||||||||
Common shares issued for cash | $ 525,828 | |||||||||||||
Share price | $ / shares | $ 14 | |||||||||||||
Term of issuance of common stock | 5 years | |||||||||||||
Number of warrant purchase | 1 | |||||||||||||
Number of purchase common stock shares | 1 | |||||||||||||
Offering price, per unit | $ / shares | $ 6 | |||||||||||||
Series D Common Stock Purchase Warrant | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common shares issued for cash (in shares) | shares | 209,635 | |||||||||||||
Common shares issued for cash | $ 1,257,905 | |||||||||||||
Share price | $ / shares | $ 6 | |||||||||||||
Exercise price of warrants | $ / shares | $ 14 | |||||||||||||
Number of warrant purchase | Warrant | 1 | |||||||||||||
Number of purchase common stock shares | Warrant | 1 | |||||||||||||
Terms of common stock warrant | 5 years | |||||||||||||
Series E Common Stock Purchase Warrant | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common shares issued for cash (in shares) | shares | 54,940 | |||||||||||||
Common shares issued for cash | $ 417,732 | |||||||||||||
Share price | $ / shares | $ 7.60 | |||||||||||||
Exercise price of warrants | $ / shares | $ 16 | |||||||||||||
Number of warrant purchase | Warrant | 1 | |||||||||||||
Number of purchase common stock shares | Warrant | 1 | |||||||||||||
Terms of common stock warrant | 3 years | |||||||||||||
Common Stock | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common shares issued for cash (in shares) | shares | 306,205 | 54,940 | 180,365 | 29,300 | 386,238 | 1,565,388 | 254,360 | |||||||
Common shares issued for cash | $ 307 | $ 55 | $ 181 | $ 29 | $ 380,678 | $ 1,566 | $ 254 | |||||||
Common shares issued for services (in shares) | shares | 1,603,348 | 334,360 | ||||||||||||
Common shares issued for price protection | $ 13 | |||||||||||||
Number of warrants issued for price protection | shares | 6,490 | |||||||||||||
Reverse stock split adjustment (shares) | shares | 10 | |||||||||||||
Common shares issued for price protection (shares) | shares | 12,950 | |||||||||||||
Common shares issued for acquisition of license (in shares) | shares | 61,297 | 61,297 | 61,297 | |||||||||||
Common shares issued for settlement of debt | $ 11 | |||||||||||||
Common shares issued for settlement of debt (in shares) | shares | 11,363 | 11,363 | ||||||||||||
Additional common shares issued (shares) | shares | 7,373 | 7,373 | ||||||||||||
Additional paid-in capital (deficiency) | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common shares issued for cash | $ 380,371 | $ 417,677 | 1,086,950 | 170,745 | $ 8,374,813 | $ 1,386,359 | ||||||||
Common shares issued for services | $ 10,500 | $ 10,500 | $ 13,000 | $ 13,000 | $ 13,000 | $ 13,000 | ||||||||
Common shares issued for price protection | $ (13) | |||||||||||||
Common shares issued for settlement of debt | 99,989 | |||||||||||||
Common stock issuance costs | $ 15,151 |
Equity (Detail Textuals 1)
Equity (Detail Textuals 1) - USD ($) | Jan. 01, 2020 | Dec. 06, 2019 | Dec. 02, 2019 | Aug. 29, 2019 | Jul. 18, 2019 | Aug. 17, 2018 | May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options outstanding | 281,834 | 234,000 | 50,000 | 0 | |||||||
Remains unamortized stock based expenses | $ 44,333 | ||||||||||
Number of shares granted during period | 74,000 | 184,000 | 50,000 | ||||||||
Intrinsic value | $ 0 | $ 0 | |||||||||
Risk free interest rate | 1.40% | 2.87% | |||||||||
Stock based compensation | $ 31,500 | $ 52,000 | $ 56,835 | ||||||||
Expected term | 5 years | 10 years | |||||||||
Expected volatility | 155.00% | 158.00% | 170.00% | ||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||||
Term of remaining life of stock options weighted average value | 9 years 1 month 24 days | 9 years 9 months 10 days | 9 years 11 months 19 days | ||||||||
Stock option granted for services | $ 133,110 | $ 107,169 | |||||||||
Equity Incentive Plan 2018 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares issued during period | 24,000 | 375,000 | |||||||||
Percentage of grant date fair market value not less than ten percent exercise price of incentive stock option granted to stockholder | 110.00% | ||||||||||
Percentage of exercise price of incentive stock option granted to stockholder | 10.00% | ||||||||||
Remains unamortized stock based expenses | $ 637,865 | $ 429,519 | |||||||||
Number of shares granted during period | 234,000 | ||||||||||
Expiration date under plan | Dec. 13, 2029 | ||||||||||
Intrinsic value | $ 67,976 | $ 0 | |||||||||
Percentage of stock option vest on vesting commencement date | 1.00% | ||||||||||
Exercise price | $ 2.12 | ||||||||||
Expected term | 4 years | ||||||||||
Equity Incentive Plan 2018 | Consultant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares granted during period | 181,500 | 2,500 | |||||||||
Expiration date under plan | Jul. 18, 2029 | ||||||||||
Exercise price | $ 1.99 | $ 3.12 | |||||||||
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 | |||||||||
Expiration date under plan | Aug. 17, 2028 | ||||||||||
Percentage of stock option vest on vesting commencement date | 25.00% | ||||||||||
Exercise price | $ 10.8 | ||||||||||
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 | ||||||||||
Exercise price | $ 10.8 | ||||||||||
Equity Incentive Plan 2018 | Five Directors | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares issued during period | 10,000 | ||||||||||
Number of shares granted during period | 22,250 | ||||||||||
Expiration date under plan | Dec. 6, 2029 | ||||||||||
Intrinsic value | $ 24,401 | ||||||||||
Exercise price | $ 2.65 | ||||||||||
Equity Incentive Plan 2018 | Rob Prince | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares granted during period | 2,500 | ||||||||||
Expiration date under plan | Jul. 18, 2029 | ||||||||||
Percentage of stock option vest on vesting commencement date | 100.00% | ||||||||||
Exercise price | $ 3.12 | ||||||||||
Equity Incentive Plan - 2018 | Five Directors | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares issued during period | 40,000 | ||||||||||
Expiration date under plan | Dec. 6, 2029 | ||||||||||
Intrinsic value | $ 97,606 | ||||||||||
Exercise price | $ 2.65 | ||||||||||
Expected term | 4 years | ||||||||||
Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Remains unamortized stock based expenses | $ 449,833 | ||||||||||
Number of shares granted during period | 281,834 | ||||||||||
Intrinsic value | $ 0 | ||||||||||
Value of the remaining life of the options | 9 years 1 month 24 days | ||||||||||
Stock based compensation | $ 294,898 | ||||||||||
[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. |
EQUITY (Detail Textuals 2)
EQUITY (Detail Textuals 2) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 25, 2019Warrant$ / sharesshares | May 31, 2020USD ($)$ / shares | May 31, 2019USD ($) | Feb. 28, 2019USD ($) | Nov. 30, 2018USD ($) | Aug. 31, 2019USD ($)$ / sharesshares | Aug. 31, 2018USD ($)$ / shares | |
Related Party Transaction [Line Items] | |||||||
Number of units sold | shares | 1,300,813 | ||||||
Value for issuance of common shares | $ | $ 380,678 | $ 417,732 | $ 1,087,131 | $ 170,774 | $ 8,376,379 | $ 1,386,613 | |
Exercise price of warrants | $ 6.4575 | ||||||
Derivative liability | $ | $ 29,501 | ||||||
Number of warrant purchase | Warrant | 1 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Warrant intrinsic value | $ | $ 0 | $ 585,691 | |||||
Over-allotment option | |||||||
Related Party Transaction [Line Items] | |||||||
Number of units sold | shares | 191,102 | ||||||
Exercise price of warrants | $ 6.765 | ||||||
Number of warrant purchase | Warrant | 104,065 | ||||||
Percentage Of Underwriting Discounts And Commissions | 8.00% | ||||||
Offering price, per unit | $ 6.15 | ||||||
Series A or Series B Common Stock Purchase Warrant | |||||||
Related Party Transaction [Line Items] | |||||||
Exercise price of warrants | $ 16 | ||||||
Stock purchase agreement | Series A or Series B Common Stock Purchase Warrant | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Exercise price of warrants | 8 | ||||||
Stock purchase agreement | Series A or Series B Common Stock Purchase Warrant | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Exercise price of warrants | $ 14 | ||||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of restricted shares award issued | shares | 65,000 | ||||||
NEOMED | |||||||
Related Party Transaction [Line Items] | |||||||
Number of units sold | shares | 72,660 | ||||||
Value for issuance of common shares | $ | $ 539,417 | ||||||
Shares issued for settlement of accrued liability | shares | 11,363 | ||||||
Value for shares issued for settlement of accrued liability | $ | $ 100,000 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details 1) - 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% | |
Net operating losses carry forward | $ 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% |
DERIVATIVE LIABILITY AND FAIR_3
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | |
Fair Value Of Warrant Liability Roll Forward | |||||
Fair value | $ 29,501 | ||||
Reclass of warrant derivative liability from equity | $ (997,274) | $ (1,035,600) | |||
Change in fair value for the period of warrant derivative liability | $ 0 | $ 563,966 | 29,501 | 897,096 | 1,006,099 |
Fair value | 29,501 | ||||
Warrant liability | |||||
Fair Value Of Warrant Liability Roll Forward | |||||
Fair value | 29,501 | $ 0 | 0 | ||
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 | $ 0 | $ 0 | $ 29,501 |
DERIVATIVE LIABILITY AND FAIR_4
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Details 1) - Warrant - Percent | 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 | 0 years |
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 | May 31, 2020 | Aug. 31, 2019 |
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 ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 10, 2020 | Jun. 22, 2020 | Jun. 25, 2019 | Aug. 31, 2019 | |
Subsequent Event [Line Items] | ||||
Number of units sold | 1,300,813 | |||
Stock payable | $ 639,417 | |||
NEO1940 | ||||
Subsequent Event [Line Items] | ||||
Number of common stock payable recorded | 61,297 | |||
NEOMED | ||||
Subsequent Event [Line Items] | ||||
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 | ||||
Subsequent Event [Line Items] | ||||
Number of issuance of common shares | 762,762 | |||
Common stock price per share | $ 1.45 | |||
Proceeds from common shares | $ 1,087,118 | $ 25,000 |