Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Nov. 30, 2020 | Jan. 13, 2021 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | ARTELO BIOSCIENCES, INC. | |
Entity Central Index Key | 0001621221 | |
Trading Symbol | ARTL | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 15,711,587 | |
Entity Interactive Data Current | Yes | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2020 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2020 | Aug. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 7,388,686 | $ 2,142,072 |
Prepaid expenses other current assets | 111,055 | 195,127 |
Total Current Assets | 7,499,741 | 2,337,199 |
Equipment, net of accumulated depreciation of $1,424 and $1,363, respectively | 185 | 246 |
Intangible asset | 2,039,417 | 2,039,417 |
TOTAL ASSETS | 9,539,343 | 4,376,862 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 474,065 | 490,218 |
Due to related parties | 11,552 | 11,959 |
Total Current Liabilities | 485,617 | 502,177 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock, par value $0.001, 6,250,000 shares authorized, 0 shares issued and outstanding | 0 | 0 |
Common Stock, par value $0.001, 750,000,000 shares authorized, 15,111,587 and 4,991,587 shares issued and outstanding, respectively | 15,112 | 4,992 |
Additional paid-in capital | 19,891,350 | 13,271,549 |
Accumulated deficit | (10,900,263) | (9,465,618) |
Accumulated other comprehensive income | 47,527 | 63,762 |
Total Stockholders' Equity | 9,053,726 | 3,874,685 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 9,539,343 | $ 4,376,862 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Nov. 30, 2020 | Aug. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation on equipment (in dollars) | $ 1,424 | $ 1,363 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 6,250,000 | 6,250,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 15,111,587 | 4,991,587 |
Common stock, shares outstanding | 15,111,587 | 4,991,587 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
OPERATING EXPENSES | ||
General and administrative | $ 395,875 | $ 403,159 |
Professional fees | 444,652 | 266,227 |
Research and development | 594,625 | 666,938 |
Depreciation | 60 | 124 |
Total Operating Expenses | 1,435,212 | 1,336,448 |
Loss from Operations | (1,435,212) | (1,336,448) |
OTHER INCOME | ||
Other income | 567 | 586 |
Change in fair value of derivative liabilities | 29,501 | |
Total other income | 567 | 30,087 |
NET LOSS | (1,434,645) | (1,306,361) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency translation adjustments | (16,235) | 16,344 |
Total Other Comprehensive Income (Loss) | (16,235) | 16,344 |
TOTAL COMPREHENSIVE LOSS | $ (1,450,880) | $ (1,290,017) |
Basic and Diluted Loss per Common Share (in dollars per share) | $ (0.14) | $ (0.39) |
Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 10,218,400 | 3,361,601 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (loss) | Total |
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 | ||||
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, 2020 | $ 4,992 | 13,271,549 | (9,465,618) | 63,762 | $ 3,874,685 |
Balances (in shares) at Aug. 31, 2020 | 4,991,587 | 4,991,587 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for cash | $ 10,120 | 6,568,433 | $ 6,578,553 | ||
Common shares issued for cash (in shares) | 10,120,000 | ||||
Common shares issued for services - officers | 10,500 | 10,500 | |||
Stock option expense | 40,868 | 40,868 | |||
Net loss for the period | (1,434,645) | (1,434,645) | |||
Foreign currency translation adjustments | (16,235) | (16,235) | |||
Balances at Nov. 30, 2020 | $ 15,112 | $ 19,891,350 | $ (10,900,263) | $ 47,527 | $ 9,053,726 |
Balances (in shares) at Nov. 30, 2020 | 15,111,587 | 15,111,587 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,434,645) | $ (1,306,361) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 51,368 | 168,019 |
Depreciation | 60 | 124 |
Change in fair value of derivative liabilities | (29,501) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 82,203 | (114,597) |
Accounts payable and accrued liabilities | (18,037) | 230,667 |
Net cash used in operating activities | (1,319,051) | (1,051,649) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common shares for cash | 7,590,000 | |
Common stock issuance costs | (1,011,447) | (15,151) |
Refund for fractional stock | (117) | |
Advance from related parties | 696 | 4,334 |
Repayments to related parties | (1,090) | (3,040) |
Net cash provided by financing activities | 6,578,159 | (13,974) |
Effect of exchange rate changes on cash | (12,494) | 16,341 |
Net change in cash and cash equivalents | 5,246,614 | (1,049,282) |
Cash and cash equivalents - beginning of period | 2,142,072 | 4,423,965 |
Cash and cash equivalents - end of period | 7,388,686 | 3,374,683 |
Supplemental Cash Flow | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | 0 |
NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Common shares issued for deposit of exercise of the license | 539,417 | |
Common shares issued for settlement of stock payable | $ 100,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Nov. 30, 2020 | |
Organization And Description Of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS ARTELO BIOSCIENCES, INC. (“we”, “us”, “our”, the “Company”) is a Nevada corporation incorporated on May 2, 2011 and 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. 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. We are a clinical stage biopharmaceutical company focused on developing and commercializing treatments intended to modulate endogenous signaling pathways, including the endocannabinoid system. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended November 30, 2020 are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended August 31, 2020 contained in the Company’s Form 10-K filed on November 4, 2020. 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. All intercompany transactions and balances have been eliminated. 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 three months ended November 30, 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. November 30, 2020 2019 Stock options 401,834 234,000 Warrants 12,454,937 2,334,937 12,856,771 2,568,937 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 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. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Nov. 30, 2020 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The Company’s financial statements are prepared using GAAP, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the three months ended November 30, 2020, the Company had a net loss of $1,434,645. As of November 30, 2020, the Company had an accumulated deficit of $10,900,263. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Nov. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS During the three months ended November 30, 2020, the president and an officer of the Company incurred $697 of expenses on behalf of the Company that were not reimbursed. The amount owed to this related party as of November 30, 2020 and August 31, 2020 is $6,552 and $5,855, respectively. The amounts are non-interest bearing and have no terms of repayment. During the three months ended November 30, 2020, the Senior Vice President, European Operations, who is a major shareholder, incurred $0 of expenses on behalf of the Company. $1,090, including foreign exchange loss of $14 of this amount was repaid during the three months ended November 30, 2020. The amount owed to this related party as of November 30, 2020 and August 31, 2020 is $0 and $1,104, respectively. The amounts are non-interest bearing and have no terms of repayment. During the three months ended November 30, 2020 and 2019, a company owned by the Senior Vice President, European Operations, who is a major shareholder, provided consulting services worth $15,000 and $19,000, respectively of which, $5,000 was outstanding, as of November 30, 2020 and August 31, 2020. |
INTANGIBLE ASSET
INTANGIBLE ASSET | 3 Months Ended |
Nov. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET | NOTE 5 – INTANGIBLE ASSET The Company has capitalized the costs associated with acquiring the exclusive worldwide license to develop and commercialize products comprising or containing the compound NEO1940 as an intangible asset at a value of $2,039,417 as of November 30, 2020 and August 31, 2020. The amount capitalized consisted of a $1,500,000 payment and the fair value of 61,297 shares of common stock of $539,417. During the quarter ended November 30, 2020, no subsequent costs incurred met the criteria for capitalization as an intangible asset. |
EQUITY
EQUITY | 3 Months Ended |
Nov. 30, 2020 | |
Equity [Abstract] | |
EQUITY | NOTE 6 - EQUITY Amendment to Articles of Incorporation or Bylaws On December 3, 2020, the Company held a special meeting of stockholders and approved an amendment of the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001, (“Common Stock”) from 18,750,000 to 750,000,000. Preferred shares The Company has authorized 6,250,000 shares of preferred stock with a par value of $0.001 per share. During the three months ended November 30, 2020, there were no issuances of preferred stock. Common Shares The Company has authorized 750,000,000 shares of common stock with a par value of $0.001 per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought. On October 9, 2020, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as representative of the underwriters described in the Underwriting Agreement (the “Underwriter”), pursuant to which the Company issued and sold, in a firm commitment underwritten public offering by the Company (the “Public Offering”), 8,800,000 units (the “Units”), with each Unit consisting of one share of Common Stock and one warrant to purchase one share of Common Stock at an exercise price equal to $0.75 per share of Common Stock that expires on October 14, 2025 (referred to individually as a “Warrant” and collectively as the “Warrants”). Each Unit was offered to the public at an offering price of $0.75 per Unit. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option (the “Overallotment Option”) to purchase up to (i) 1,320,000 additional shares of Common Stock and/or (ii) additional Warrants to purchase up to 1,320,000 additional shares of Common Stock, solely to cover over-allotments. The Overallotment Option was exercised in full on October 9, 2020. On October 14, 2020, the Public Offering closed, and the Company issued and sold (i) 10,120,000 shares of Common Stock (which includes 1,320,000 shares of Common Stock sold pursuant to the exercise of the Overallotment Option) and (ii) Warrants to purchase 10,120,000 shares of Common Stock (which includes Warrants to purchase 1,320,000 shares of Common Stock sold pursuant to the exercise of the Overallotment Option), pursuant to the Registration Statement and the Underwriting Agreement. The net proceeds to the Company, after deducting the underwriting discount and commissions and offering expenses payable by the Company, were $6,578,553. Stock based compensation During the three months ended November 30, 2020, the Company recorded $10,500 of stock compensation expense for four members of the Company’s Board of Directors. The unamortized value of the stock-based compensation as of November 30, 2020 is $23,333. Warrants A summary of activity during the three months ended November 30, 2020 follows: Weighted Average Weighted Number of Exercise Average shares Price Life (years) Outstanding, August 31, 2020 2,334,937 $ 8.12 3.30 Granted 10,120,000 0.75 5.00 Forfeited — — — Exercised — — — Outstanding, November 30, 2020 12,454,937 $ 2.13 4.53 The intrinsic value of the warrants as of November 30, 2020 is $0. All of the outstanding warrants are exercisable as of , 2020. Stock Options Amended and Restated 2018 Equity Incentive Plan On September 1, 2020, the Amendment and Restated 2018 Equity Plan (the “Plan”) was increased to permit the issuance of 748,738 shares of common stock. On December 3, 2020, the Company held a special meeting of stockholders and approved an amendment to increase the number of shares of Common Stock reserved for issuance by 2,000,000 shares and to extend the term of the Plan. As of December 3, 2020, the Plan permits the Company to issue up to 3,548,738 shares of common stock awards. On November 30, 2020, the Company appointed a new director and granted 120,000 options of the Company’s common stock vesting monthly over a four-year During the three months ended November 30, 2020, $40,868 was expensed, of which $10,500 was to related parties, and as of November 30, 2020, $435,217 remains unamortized, of which $250,471 is with related parties. The intrinsic value of the 401,834 options as of November 30, 2020 is $0. The following is a summary of stock option activity during the three months ended November 30, 2020: Options Outstanding Weighted Average Number of Weighted Average Remaining life Options Exercise Price (years) Outstanding, August 31, 2020 281,834 $ 3.57 8.90 Granted 120,000 0.60 10.00 Exercised — — — Forfeited/canceled — — — Outstanding, November 30, 2020 401,834 $ 2.68 9.06 Exercisable options, November 30, 2020 163,199 $ 3.89 8.57 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Nov. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES The Company has certain financial commitments in relation to Research and Development contracts as of November 30, 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. · The Company’s 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Nov. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS In January 2021, we issued 600,000 shares of common stock for the exercise of 600,000 warrants for proceeds of $450,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended November 30, 2020 are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended August 31, 2020 contained in the Company’s Form 10-K filed on November 4, 2020. |
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. All intercompany transactions and balances have been eliminated. |
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 three months ended November 30, 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. November 30, 2020 2019 Stock options 401,834 234,000 Warrants 12,454,937 2,334,937 12,856,771 2,568,937 |
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 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of computation of diluted net loss per share | November 30, 2020 2019 Stock options 401,834 234,000 Warrants 12,454,937 2,334,937 12,856,771 2,568,937 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Nov. 30, 2020 | |
Equity [Abstract] | |
Schedule of activity warrants outstanding | Weighted Average Weighted Number of Exercise Average shares Price Life (years) Outstanding, August 31, 2020 2,334,937 $ 8.12 3.30 Granted 10,120,000 0.75 5.00 Forfeited — — — Exercised — — — Outstanding, November 30, 2020 12,454,937 $ 2.13 4.53 |
Schedule of stock option activity | Options Outstanding Weighted Average Number of Weighted Average Remaining life Options Exercise Price (years) Outstanding, August 31, 2020 281,834 $ 3.57 8.90 Granted 120,000 0.60 10.00 Exercised — — — Forfeited/canceled — — — Outstanding, November 30, 2020 401,834 $ 2.68 9.06 Exercisable options, November 30, 2020 163,199 $ 3.89 8.57 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted net loss | 12,856,771 | 2,568,937 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted net loss | 401,834 | 234,000 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted net loss | 12,454,937 | 2,334,937 |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | 3 Months Ended | ||
Nov. 30, 2020 | Nov. 30, 2019 | Aug. 31, 2020 | |
Going Concern [Abstract] | |||
Net loss | $ (1,434,645) | $ (1,306,361) | |
Accumulated deficit | $ (10,900,263) | $ (9,465,618) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 3 Months Ended | ||
Nov. 30, 2020 | Nov. 30, 2019 | Aug. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Due to related parties | $ 11,552 | $ 11,959 | |
Former President, and current Senior Vice President, European Operations | |||
Related Party Transaction [Line Items] | |||
Expenses paid by related party | 0 | ||
Due to related parties | 0 | 1,104 | |
Foreign exchange loss of related party | (14) | ||
Repayments to related party | 1,090 | ||
President | |||
Related Party Transaction [Line Items] | |||
Expenses paid by related party | 697 | ||
Due to related parties | 6,552 | 5,855 | |
Senior Vice President, European Operations | |||
Related Party Transaction [Line Items] | |||
Consulting services | 15,000 | $ 19,000 | |
Consulting services outstanding | $ 5,000 | $ 5,000 |
INTANGIBLE ASSET (Detail Textua
INTANGIBLE ASSET (Detail Textuals) - USD ($) | 12 Months Ended | |
Aug. 31, 2020 | Nov. 30, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible asset | $ 2,039,417 | $ 2,039,417 |
NEO1940 | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible asset | 2,039,417 | $ 2,039,417 |
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 |
EQUITY (Details)
EQUITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2020 | Aug. 31, 2020 | |
Number Of Shares [Roll Forward] | ||
Number of warrant outstanding | 2,334,937 | |
Number of warrant granted | 10,120,000 | |
Number of warrant forfeited | 0 | |
Number of warrant exercised | 0 | |
Number of warrant outstanding | 12,454,937 | 2,334,937 |
Weighted Average Exercise Price Of Warrants [Roll Forward] | ||
Weighted Average Exercise Price, Outstanding | $ 8.12 | |
Weighted Average Exercise Price Granted | 0.75 | |
Weighted Average Exercise Price Forfeited | 0 | |
Weighted Average Exercise Price Exercised | 0 | |
Weighted Average Exercise Price, Outstanding | $ 2.13 | $ 8.12 |
Weighted Average Life [Roll Forward] | ||
Weighted Average Life (years), Outstanding | 4 years 6 months 10 days | 3 years 3 months 18 days |
Weighted Average Life (years), Granted | 5 years |
EQUITY (Details 1)
EQUITY (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended |
Nov. 30, 2020 | Aug. 31, 2020 | |
Number of Options Outstanding | ||
Number of Options Outstanding | 281,834 | |
Number of Options Granted | 120,000 | |
Number of Options Exercised | 0 | |
Number of Options Forfeited/canceled | 0 | |
Number of Options Outstanding | 401,834 | 281,834 |
Number of Options Exercisable | 163,199 | |
Weighted Average Exercise Price Options Outstanding | ||
Weighted Average Exercise Price, Outstanding | $ 3.57 | |
Weighted Average Exercise Price, Granted | 0.60 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Forfeited/canceled | 0 | |
Weighted Average Exercise Price, Outstanding | 2.68 | $ 3.57 |
Weighted Average Exercise Price, Exercisable | $ 3.89 | |
Weighted Average Remaining Contractual life, Outstanding (in years) | 9 years 21 days | 8 years 10 months 24 days |
Weighted Average Remaining Contractual life, Granted (in years) | 10 years | |
Weighted Average Remaining Contractual life, Exercisable (in years) | 8 years 6 months 25 days |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) | Oct. 14, 2020USD ($)shares | Oct. 09, 2020Warrantshares$ / shares | Nov. 30, 2020USD ($)$ / sharesshares | Aug. 31, 2020$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock par value before amendment | $ / shares | $ 0.001 | |||
Common stock shares authorized before amendment | 18,750,000 | |||
Preferred stock, shares authorized | 6,250,000 | 6,250,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 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 Stock, Shares, Issued | 10,120,000 | 15,111,587 | 4,991,587 | |
Common Stock sold pursuant to exercise of Overallotment Option | 1,320,000 | |||
Number of common stock called by warrants | 10,120,000 | |||
Number of common stock purchased by warrants which sold pursuant to the exercise of the Overallotment Option | 1,320,000 | |||
Proceeds from issuance of common stock net of underwriting discount and commissions and offering expenses | $ | $ 6,578,553 | $ 7,590,000 | ||
Stock based compensation | $ | 10,500 | |||
Unamortized value of stock-based compensation | $ | 23,333 | |||
Warrant Intrinsic Value | $ | $ 0 | |||
Underwriting Agreement with Ladenburg Thalmann & Co. Inc | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of units issued | 8,800,000 | |||
Exercise price of common stock | $ / shares | $ 0.75 | |||
Units issued, offering price per unit | $ / shares | $ 0.75 | |||
Number of purchase common stock shares | 1,320,000 | |||
Number of warrant purchase | Warrant | 1,320,000 |
EQUITY (Detail Textuals 1)
EQUITY (Detail Textuals 1) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Sep. 30, 2020 | Nov. 30, 2020 | Dec. 03, 2020 | Aug. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options Granted | 120,000 | |||
Stock based compensation | $ 10,500 | |||
Unamortized value of stock-based compensation | $ 23,333 | |||
Number of options outstanding | 401,834 | 281,834 | ||
Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options Granted | 120,000 | |||
Stock options exercise price per share | $ 0.6035 | |||
Vesting period of stock option | 4 years | |||
Expiration period of stock options | 10 years | |||
Expects compensation for first year | $15,000 to $20,000 per year for the first year | |||
Expects compensation for second year and thereafter | $20,000 to $30,000 for the second year and thereafter | |||
Amendment and Restated 2018 Equity Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of common stock shares authorized | 748,738 | 3,548,738 | ||
Number of additional common stock shares authorized | 2,000,000 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 40,868 | |||
Stock-based compensation expense to related parties | 10,500 | |||
Unamortized value of stock-based compensation | 435,217 | |||
Unamortized value of stock based compensation to related parties | $ 250,471 | |||
Number of options outstanding | 401,834 | |||
Intrinsic value | $ 0 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) | 1 Months Ended | |||
Jan. 31, 2021 | Nov. 30, 2020 | Oct. 14, 2020 | Aug. 31, 2020 | |
Subsequent Event [Line Items] | ||||
Common stock, shares issued | 15,111,587 | 10,120,000 | 4,991,587 | |
Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares issued | 600,000 | |||
Proceeds from warrant exercises | $ 600,000 | |||
Proceeds from issuance of warrants | $ 450,000 |