Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Jul. 11, 2019 | Sep. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | BIOTRICITY INC. | ||
Entity Central Index Key | 0001630113 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | Yes | ||
Entity's Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 36,831,750 | ||
Entity Common Stock, Shares Outstanding | 31,508,241 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 63,647 | $ 843,643 |
Accounts receivable, net | 208,099 | |
Inventory - in transit | 24,604 | |
Harmonized sales tax recoverable | 59,925 | 35,737 |
Deposits and other receivables | 101,385 | 17,046 |
Total current assets | 457,660 | 896,426 |
NON-CURRENT ASSETS | ||
Deposits and other receivables | 33,000 | 33,000 |
TOTAL ASSETS | 490,660 | 929,426 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities [Note 4] | 1,400,642 | 756,179 |
Convertible promissory notes [Note 5] | 867,699 | |
TOTAL LIABILITIES | 2,268,341 | 756,179 |
STOCKHOLDERS' DEFICIENCY (EQUITY) | ||
Preferred stock, $0.001 par value, 10,000,000 authorized as at March 31, 2019 and March 31, 2018, respectively, 1 share issued and outstanding as at March 31, 2019 and March 31, 2018, respectively [Note 7] | 1 | 1 |
Common stock, $0.001 par value, 125,000,000 authorized as at March 31, 2019 and March 31, 2018, respectively. Issued and outstanding common shares: 31,048,571 and 23,713,602 as at March 31, 2019 and 2018, respectively, and exchangeable shares of 4,313,085 and 8,143,944 outstanding as at March 31, 2019 and 2018, respectively [Note 7] | 35,362 | 31,858 |
Shares to be issued (62,085 and 20,250 shares of common stock as at March 31, 2019 and 2018, respectively) [Note 7] | 91,498 | 69,963 |
Additional paid-in-capital | 33,889,916 | 27,161,984 |
Accumulated other comprehensive loss | (754,963) | (643,129) |
Accumulated deficit | (35,039,495) | (26,447,430) |
TOTAL STOCKHOLDERS' DEFICIENCY (EQUITY) | (1,777,681) | 173,247 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY (EQUITY) | $ 490,660 | $ 929,426 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 31,048,571 | 23,713,602 |
Common stock, shares outstanding | 31,048,571 | 23,713,602 |
Common stock, exchangeable shares outstanding | 4,313,085 | 8,143,944 |
Common stock, shares to be issued | 62,085 | 20,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUE | $ 398,200 | |
Cost of Revenue | 248,664 | |
NET REVENUE | 149,536 | |
EXPENSES | ||
General and administrative expenses [Note 5, 7, 9 and 10] | 7,458,855 | 5,961,173 |
Research and development expenses | 1,282,746 | 1,762,561 |
TOTAL OPERATING EXPENSES | 8,741,601 | 7,723,734 |
Accretion expense [Note 5] | 879,416 | |
Change in fair value of derivative liabilities [Note 6] | 20,588 | |
NET LOSS BEFORE INCOME TAXES | (8,592,065) | (8,623,738) |
Income taxes [Note 8] | ||
NET LOSS | (8,592,065) | (8,623,738) |
Translation adjustment | (111,834) | (229,745) |
COMPREHENSIVE LOSS | $ (8,703,899) | $ (8,853,483) |
LOSS PER SHARE, BASIC AND DILUTED | $ (0.257) | $ (0.286) |
WEIGHTED AVERAGE NUMBER OF COMMON AND EXCHANGEABLE SHARES OUTSTANDING | 33,376,068 | 30,165,638 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficiency) Equity - USD ($) | Preferred Stock [Member] | Common Stock and Exchangeable Common Shares [Member] | Shares to be Issued [Member] | Additional Paid in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Mar. 31, 2017 | $ 1 | $ 27,199 | $ 14,308,583 | $ (413,384) | $ (18,307,215) | $ (4,384,816) | |
Balance, shares at Mar. 31, 2017 | 1 | 27,198,879 | |||||
Adjustment to derivative liabilities upon adoption of ASU 2017-11 | 3,569,250 | 483,523 | 4,052,773 | ||||
Issuance of shares for private placement | $ 1,996 | 5,179,329 | 5,181,325 | ||||
Issuance of shares for private placement, shares | 1,996,119 | ||||||
Cash issuance costs | (320,351) | (320,351) | |||||
Issuance of warrants for private placement investors | (3,183,614) | (3,183,614) | |||||
Issuance costs - warrants to brokers | (385,635) | (385,635) | |||||
Conversion of convertible notes into common shares | $ 1,823 | 4,355,874 | 4,357,697 | ||||
Conversion of convertible notes into common shares, shares | 1,823,014 | ||||||
Issuance of shares for services | $ 528 | $ 69,963 | 1,837,990 | 1,908,481 | |||
Issuance of shares for services, shares | 527,941 | 20,250 | |||||
Exercise of warrants for cash | $ 253 | 428,058 | 428,311 | ||||
Exercise of warrants for cash, shares | 252,798 | ||||||
Issuance of warrants for services | 370,358 | 370,358 | |||||
Stock based compensation - ESOP | 1,002,201 | 1,002,201 | |||||
Cashless exercise of warrants | $ 59 | (59) | |||||
Cashless exercise of warrants, shares | 58,795 | ||||||
Translation adjustment | (229,745) | (229,745) | |||||
Net loss | (8,623,738) | (8,623,738) | |||||
Balance at Mar. 31, 2018 | $ 1 | $ 31,858 | $ 69,963 | 27,161,984 | (643,129) | (26,447,430) | 173,247 |
Balance, shares at Mar. 31, 2018 | 1 | 31,857,546 | 20,250 | ||||
Issuance of shares for private placement | $ 2,635 | 3,715,375 | 3,718,010 | ||||
Issuance of shares for private placement, shares | 2,635,353 | ||||||
Cash issuance costs | (80,000) | (80,000) | |||||
Issuance of shares for services | $ 641 | $ 21,535 | 1,123,278 | 1,145,455 | |||
Issuance of shares for services, shares | 641,329 | 41,835 | |||||
Issuance of warrants for services | 467,411 | 467,411 | |||||
Stock based compensation - ESOP | 1,451,261 | 1,451,261 | |||||
Exercise of options and warrants for cash | $ 228 | 50,607 | 50,835 | ||||
Exercise of options and warrants for cash, shares | 227,428 | ||||||
Translation adjustment | (111,834) | (111,834) | |||||
Net loss | (8,592,065) | (8,592,065) | |||||
Balance at Mar. 31, 2019 | $ 1 | $ 35,362 | $ 91,498 | $ 33,889,916 | $ (754,963) | $ (35,039,495) | $ (1,777,681) |
Balance, shares at Mar. 31, 2019 | 1 | 35,361,656 | 62,085 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (8,592,065) | $ (8,623,738) |
Adjustments to reconcile net loss to net cash used in operations | ||
Stock based compensation | 1,451,261 | 1,002,201 |
Issuance of shares for services | 1,145,455 | 1,908,481 |
Issuance of warrants for services, at fair value | 467,411 | 370,358 |
Accretion expense, including day one derivative loss | 879,416 | |
Change in fair value of derivative liabilities | 20,588 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (208,099) | |
Inventory | (24,604) | |
Harmonized sales tax recoverable | (25,907) | (34,798) |
Deposits and other receivables | (86,996) | 3,678 |
Accounts payable and accrued liabilities | 652,697 | (400,543) |
Net cash used in operating activities | (5,220,847) | (4,874,535) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of shares, net | 3,638,010 | 4,860,970 |
Proceeds from exercise of stock options and warrants | 50,835 | 428,311 |
Proceeds from issuance of promissory notes, net | 867,699 | |
Net cash provided by financing activities | 4,556,544 | 5,289,281 |
Effect of foreign currency translation | (115,693) | 4,029 |
Net increase in cash during the year | (664,303) | 414,746 |
Cash, beginning of year | 843,643 | 424,868 |
Cash, end of year | 63,647 | 843,643 |
Supplementary Cash Flow Information | ||
Interest paid | 18,587 | |
Taxes paid | ||
Conversion of debt to equity on adoption of ASU 2017-11 | 4,074,312 | |
Conversion of convertible notes into common stock |
Nature of Operations
Nature of Operations | 12 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. NATURE OF OPERATIONS Biotricity Inc. (formerly MetaSolutions, Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada. Both the Company and iMedical are engaged in research and development activities within the remote monitoring segment of preventative care. They are focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted in building technology that enables access to this market through the development of a tangible product. On February 2, 2016, the Company entered into an exchange agreement with 1061806 BC LTD. (“Callco”), a British Columbia corporation and wholly owned subsidiary (incorporated on February 2, 2016), 1062024 B.C. LTD., a company existing under the laws of the Province of British Columbia (“Exchangeco”), iMedical, and the former shareholders of iMedical (the “Exchange Agreement”), whereby Exchangeco acquired 100% of the outstanding common shares of iMedical, taking into account certain shares pursuant to the Exchange Agreement as further explained in Note 9 to the consolidated financial statements. These subsidiaries were solely used for the issuance of exchangeable shares in the reverse takeover transaction and have no other transactions or balances. After giving effect to this transaction, the Company acquired all of iMedical’s assets and liabilities and commenced operations through iMedical. As a result of the Share Exchange, iMedical is now a wholly-owned subsidiary of the Company. This transaction has been accounted for as a reverse merger. Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements for the periods prior to February 2, 2016 are those of iMedical and are recorded at the historical cost basis. After February 2, 2016, the Company’s consolidated financial statements include the assets and liabilities of both iMedical and the Company and the historical operations of both after that date as one entity. |
Basis of Presentation, Measurem
Basis of Presentation, Measurement and Consolidation | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Measurement and Consolidation | 2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated. Liquidity and Basis of Presentation The Company is an emerging growth entity that is in the early stages of commercializing its first product and is concurrently in development mode, operating a research and development program in order to develop, obtain regulatory approval for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as at March 31, 2019, has an accumulated deficit of $35,039,496 and a working capital deficiency of $1,810,681. During the year ended March 31, 2019, the Company launched its first commercial sales program, using an experienced professional in-house sales team. Management anticipates the Company will attain profitable status and improve its liquidity through continued business development and after additional equity or debt capitalization of the Company. The Company has developed and continues to pursue sources of funding that management believes if successful would be sufficient to support the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for one year from the date these consolidated financial statements are issued. As an example of this, the Company has raised $3,638,010 in funding from an agreement it has with a private equity fund, in which the fund has committed to purchase up to $25 million in additional shares of the Company at the direction and sole discretion of the Company subject to the Company’s compliance with any funding conditions, including there being an effective registration statement registering the shares of common stock issuable under the equity line. The Company has also been able to raise promissory note funding from accredited individuals of $867,699 during the year ended March 31, 2019 and a further $923,531 subsequently, and has a written commitment for an additional $5 million in debt financing from a private debt fund (see Note 11 – Subsequent Events The Company’s operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise additional financing and the state of the general economic environment in which the Company operates. There can be no assurance that these assumptions will prove to be accurate in all material respects, or that the Company will be able to successfully execute its operating plan. In the absence of additional appropriate financing, the Company may have to modify its operating plan or slow down the pace of development and commercialization of its proposed products. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – 1) identify the contract with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as performance obligations are satisfied. The Bioflux mobile cardiac telemetry device, a wearable device, is worn by patients for a monitoring period up to 30 days. The cardiac data that the device monitors and collects is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned with respect to this device are comprised of device sales revenues and technology fee revenues (software as a service). The device, together with its licensed software, is available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized. Inventory Inventory is stated at the lower of cost or net realizable value, cost being determined on a weighted average cost basis, and market being determined as the lower of cost or net realizable value. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options, and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at March 31, 2019 and 2018. Cash Cash includes cash on hand and balances with banks. Foreign Currency Translation The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Accounts Receivable Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 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 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes, and accounts payable and accrued liabilities. The Company’s cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 2, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Operating Leases The Company leases office space and certain office equipment under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved . Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. Convertible Notes Payable and Derivative Instruments The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Recently Issued Accounting Pronouncements In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements, including potential early adoption. On April 1, 2018, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted this pronouncement on a modified retrospective and such adoption did not have a material impact on our financial position and/or results of operations. On April 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined financial position and/or results of operations. In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), which addressed accounting for (I) 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 non-controlling interests with a scope exception. The main provisions of Part I of ASU 2017-11 “change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.” Under previous US GAAP, warrants with a down round feature are not being considered indexed to the entity’s own stock, which results in classification of the warrant as a derivative liability. Under ASU 2017-11, the down round feature qualifies for a scope exception from derivative treatment. ASU 2017-11 is effective for public companies as of December 15, 2018 and interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period, with adjustments reflected as of the beginning of the fiscal year. The Company has issued financial instruments with down round features. The Company opted to adopt ASU 2017-11 in its three-month interim period ended September 30, 2017, which is effective from April 1, 2017, with adjustments reflected in the accumulated deficit of stockholders’ deficiency as of April 1, 2017. Please refer to Note 6. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in this Update should be applied using a retrospective transition method to each period presented. Management does not expect to have a significant impact of this ASU on the Company’s unaudited interim condensed consolidated financial statements. In May 2017, an accounting pronouncement was issued by the Financial Accounting Standards Board (“FASB”) ASU 2017-09, “Compensation - Stock Compensation: Scope of Modification Accounting.” ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on the unaudited interim condensed consolidated financial position and/or results of operations. On April 1, 2017, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires that all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. We adopted this pronouncement on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s unaudited interim condensed consolidated financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. Although the Company has not yet quantified the impact that the adoption of this pronouncement will have on the consolidated financial position and/or results of operations, however, the management has begun a process to identify a complete population of the leases. Such process includes reviewing various contracts to identify whether such arrangements convey the right to control the use of an identified asset. The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at As at $ $ Trade and other payables 878,453 547,858 Accrued liabilities 522,189 208,321 1,400,642 756,179 Trade and other payables and accrued liabilities as at March 31, 2019 and 2018 include $277,278 and $161,481, respectively, due to a shareholder and executive of the Company in that individual’s capacity as employee. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 5. CONVERTIBLE PROMISSORY NOTES Prior to April 1, 2016, pursuant to a term sheet offering of up to $2,000,000, the Company issued convertible promissory notes to various accredited investors amounting to $1,368,978 in face value. These notes had a maturity date of 24 months and carried an annual interest rate of 11%. The note holders had the right to convert any outstanding and unpaid principal portion of the note, and accrued interest, into fully paid and non-assessable shares of common stock any time until the note was fully paid. The notes had a conversion price initially set at $1.78. Upon any future financings completed by the Company, the conversion price was to reset to 75% of the future financing pricing. These notes did not contain prepayment penalties upon redemption. These notes were secured by all of the present and after acquired property of the Company. However, the Company could force conversion of these notes, if during the term of the agreement, the Company completed a public listing and the Common Share price exceeded the conversion price for at least 20 consecutive trading days. At the closing of the Notes, the Company issued cash (7%) and warrants (7% of the number of Common Shares into which the Notes may be converted) to a broker. The broker received 3% in cash and warrants for those investors introduced by the Company. The warrants had a term of 24 months and a similar reset provision based on future financings. Pursuant to the conversion provisions, in August 2016, the Company converted the promissory notes, in the aggregate face value of $1,368,978, into 912,652 shares of common shares as detailed below. The fair value of the common shares was $2,907,912 and $1,538,934 was allocated to the related derivative liabilities (see note 6) and the balance to the carrying value of the notes. $ Accreted value of convertible promissory notes as at December 31, 2015 783,778 Face value of convertible promissory notes issued during March 2016 175,000 Discount recognized at issuance due to embedded derivatives (74,855 ) Accretion expense for three months March 31, 2016 73,572 Accreted value of convertible promissory notes as at March 31, 2016 957,495 Accretion expense - including loss on conversion of $88,530 411,483 Conversion of the notes transferred to equity (1,368,978 ) Accreted value of convertible promissory notes as at March 31, 2019, 2018 and 2017 - In March 2016, the Company commenced a bridge offering of up to an aggregate of $2,500,000 of convertible promissory notes. Up to March 31, 2017, the Company issued, to various investors, a new series of convertible notes (“Bridge Notes”) in the aggregate face value of $2,455,000 (December 31, 2016 – $2,230,000). The Bridge Notes have a maturity date of 12 months and carry an annual interest rate of 10%. The Bridge Notes principal and all outstanding accrued interest may be converted into common stock based on the average of the lowest 3 trading days volume weighted average price over the last 10 trading days plus an embedded warrant at maturity. However, all the outstanding principal and accrued interest would convert into units/securities upon the consummation of a qualified financing, based upon the lesser of: (i) $1.65 per units/securities and (ii) the quotient obtained by dividing (x) the balance on the Forced Conversion date multiplied by 1.20 by (y) the actual price per unit/security in the qualified financing. Upon the maturity date of the notes, the Company also has an obligation to issue warrants exercisable into a number of shares of the Company securities equal to (i) in the case of a qualified financing, the number of shares issued upon conversion of the note and (ii) in all other cases, the number of shares of the Company’s common stock equal to the quotient obtained by dividing the outstanding balance by 2.00. In connection with the Bridge Notes offering, the accreted value of this offering was as follows as at March 31, 2017: As at March 31, 2017 $ Face value of Bridge Notes issued 2,455,000 Day one derivative loss recognized during the year 35,249 Discount recognized at issuance due to embedded derivatives (1,389,256 ) Cash financing costs (174,800 ) Accretion expense 630,797 Accreted value of Bridge Notes 1,556,990 On May 31, 2017, all Bridge Notes, having a face value of $2,436,406, were converted into Units of a private placement offering of the Company’s common stock: $ Accreted value of Bridge Note as of March 31, 2017 1,556,990 Accretion expense 879,416 Conversion of Bridge Notes transferred to equity (Note 7, c) (2,436,406 ) Face value of Bridge Notes as of March 31, 2019 and 2018 - The embedded conversion features and reset feature in the notes and broker warrants were initially accounted for as a derivative liability based on FASB guidance that was current at that time (see Note 6). During the year ended March 31, 2019, the Company issued $867,699 in promissory notes to certain of its accredited investors. These are notes with a 1-year term at an interest rate of 10%, with allowance for the Company to repay early with no penalty, or the ability to convert into equity in the future, but only on mutual consent. Management has evaluated the terms of these notes in accordance with the guidance provided by ASC 470 and ASC 815 and concluded that there is no derivative or beneficial conversion feature attached to these notes. General and administrative expenses include interest expense on the above notes of $11,669 and $41,029 for the year ended March 31, 2019 and 2018, respectively. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 6. DERIVATIVE LIABILITIES As explained in Note 3 under New Accounting Pronouncements Balance Sheet Impacts Under ASU 2017-11 As of April 1, 2017 Accumulated Deficit $ 483,524 Derivative Liabilities (483,524 ) The impact on the unaudited June 30, 2017 Balance Sheet and Statement of Operations is as follows: Balance Sheet Impacts Under ASU 2017-11 As of June 30, 2017 Derivative Liabilities $ (4,074,312 ) Additional Paid in Capital 3,569,248 Accumulated Deficit 483,524 Income Statement Impacts Under ASU 2017-11 As of June 30, 2017 Reversal of change in fair value of derivative liabilities $ 21,540 In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase its common stock. In certain circumstances, these options or warrants have previously been classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. Previously, the Company’s derivative instrument liabilities were re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occurred. For options, warrants and bifurcated embedded derivative features that were accounted for as derivative instrument liabilities, the Company estimated fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. The details of derivative liabilities (pre and post adoption of ASU 2017-11) were as follows: Total $ Derivative liabilities as at March 31, 2017 2,163,884 Derivative fair value at issuance 3,569,249 Transferred to equity upon conversion of notes (Notes 5 and 7) (1,700,949 ) Change in fair value of derivatives 42,128 Derivative liabilities as at June 30, 2017 (pre-adoption) 4,074,312 Adjustments relating to adoption of ASU 2017-11 Reversal of fair value (21,540 ) Transferred to accumulated deficit (483,524 ) Transferred to additional paid-in-capital (3,569,248 ) Derivative liabilities as at - The lattice methodology was used to value the derivative components, using the following assumptions: Assumptions Dividend yield 0.00 % Risk-free rate for term 0.62% – 1.14 % Volatility 103% – 118 % Remaining terms (Years) 0.01 – 1.0 Stock price ($ per share) $2.50 and $2.70 The projected annual volatility curve for valuation at issuance and period end was based on the comparable company’s annual volatility. The Company used market trade stock prices at issuance and period end date. |
Stockholders' Deficiency (Equit
Stockholders' Deficiency (Equity) | 12 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficiency (Equity) | 7. STOCKHOLDERS’ DEFICIENCY (EQUITY) a) Authorized and Issued Stock In contemplation of the acquisition of iMedical on February 2, 2016, the Company’s Board of Directors and shareholders approved the increase in authorized capital stock from 100,000,000 shares of common stock to 125,000,000 shares of common stock, with a par value of $0.001 per share, and from 1,000,000 shares of preferred stock to 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As at March 31, 2019, the Company is authorized to issue 125,000,000 (March 31, 2018 – 125,000,000) shares of common stock ($0.001 par value) and 10,000,000 (March 31, 2018 – 10,000,000) shares of preferred stock ($0.001 par value). At March 31, 2019, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 35,361,656 (2018 – 31,857,546) shares; these were comprised of 31,048,571 (March 31, 2018 – 23,713,602) shares of common stock and 4,313,085 (March 31, 2018 – 8,143,944) exchangeable shares. There is currently one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement. b) Exchange Agreement As explained in detail in Note 1 to the consolidated financial statements, with the closing of the Acquisition Transaction on February 2, 2016: ● Biotricity’s sole existing director resigned and a new director who is the sole director of the Company was appointed to fill the vacancy; ● Biotricity’s sole Chief Executive Officer and sole officer, who beneficially owned 6,500,000 shares of outstanding common stock, resigned from all positions and transferred all of his shares back for cancellation; ● The existing management of the Company were appointed as executive officers; and ● The existing shareholders of the Company entered into a transaction whereby their existing common shares of the Company were exchanged for either (a) a new class of shares that are exchangeable for shares of Biotricity’s common stock, or (b) shares of Biotricity’s common stock, which (assuming exchange of all such exchangeable shares) would equal in the aggregate a number of shares of Biotricity’s common stock that constitute 90% of Biotricity’s issued and outstanding shares. In addition, effective on the closing date of the acquisition transaction: ● Biotricity issued approximately 1.197 shares of its common stock in exchange for each common share of the Company held by the Company shareholders who in general terms, are not residents of Canada (for the purposes of the Income Tax Act (Canada). Accordingly, the Company issued 13,376,947 shares; ● Shareholders of the Company who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) received approximately 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of the Company held. Accordingly, the Company issued 9,123,031 Exchangeable Shares; ● Each outstanding option to purchase common shares in the Company (whether vested or unvested) was exchanged, without any further action or consideration on the part of the holder of such option, for approximately 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1; ● Each outstanding warrant to purchase common shares in the Company was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of Biotricity for each Warrant, with an inverse adjustment to the exercise price of the Warrants to reflect the exchange ratio of approximately 1.197:1 ● Each outstanding advisor warrant to purchase common shares in the Company was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of Biotricity for each Advisor Warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1; and ● The outstanding 11% secured convertible promissory notes of the Company were adjusted, in accordance with the adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of Biotricity at a 25% discount to purchase price per share in Biotricity’s next offering. Issuance of common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. c) Share issuances Share issuances during the year ended March 31, 2018 During the year ended March 31, 2018, pursuant to a private offering of a minimum of $1,000,000, up to a maximum of $8,000,000 (the “Common Share Offering”) that commenced in the prior year, the Company offered accredited investors units (“Units”) at a purchase price of $1.75 per Unit, each consisting of common stock, par value $0.001 per share and a three-year warrant to purchase one-half share of common stock at an initial exercise price of $3.00 per whole share. During the year ended March 31, 2018, the Company sold to accredited investors a total of 1,282,767 Units, for gross proceeds of $2,244,845 (net proceeds of $1,926,780). During the year ended March 31, 2018, prior to closing its private placement offering on or about July 31, 2017, the Company sold to accredited investors a further total of 263,188 Units for gross proceeds of $460,579 (net proceeds of $413,629). Cash issuance costs of $46,950 were adjusted against additional paid in capital. In connection with this private placement, the Company also issued 21,055 broker warrants and 131,594 warrants to investors (refer to warrant issuances). During the year ended March 31, 2018, the Company completed a registered offering, which raised net proceeds of $2,520,561 through the issuance of 450,164 common shares. Cash issuance costs of $320,355 relating to the above private placements have been adjusted against additional paid in capital. In connection with the above private placements and conversion of notes as detailed in Note 5, the Company issued broker warrants and warrants to investors having fair values of $385,635 and $3,183,614, respectively, which were initially classified as derivative liabilities with corresponding debit to additional paid in capital. On raising a total of $3,000,000 in aggregate proceeds from the Common Share Offering, this would qualify that offering as a Qualified Financing that would allow the Company, at its discretion, to convert the principal amount of the Bridge Notes (discussed in Note 5), along with accrued interest thereon, into units of the Common Share Offering. Conversion would be based upon the price that is the lesser of: (i) $1.60 per New Round Stock and (ii) the quotient obtained by dividing (x) the Outstanding Balance on the conversion date multiplied by 1.20 by (y) the actual price per New Round Stock in the Qualified Financing. The notes and the warrants were further subject to a “most-favored nation” clause in the event the Company, prior to maturity of the notes, consummates a financing that is not a Qualified Financing. Upon completion of a Qualified Financing, in connection with the conversion of the Bridge Notes, the Company would also pay the Placement Agent up to 8% in cashless broker warrants with an exercise price of $3.00 and an expiry date of two years from the date of issuance. Based on achieving this milestone, on May 31, 2017, the Company converted Bridge Notes with the aggregate principal amount of $2,455,000 plus accrued interest thereon, into a further 1,823,020 Units of its Common Share Offering (each of which corresponded to one share and half of one warrant). During the year ended March 31, 2018, the Company issued an aggregate of 527,941 common stock and has recognized its obligation to issue a further 20,250 shares of common stock (see paragraph d, below), to various consultants. The fair value of these shares amounted to $1,908,481 were recognized as general and administrative and research and development expenses, as applicable, in the statement of operations, with a corresponding credit to additional paid-in-capital. During the year ended March 31, 2018, the Company also issued an aggregate of 252,798 shares of its common stock upon exercise of warrants and received $428,311 of exercise cash proceeds. In addition, during this year, the Company issued 58,795 shares of common stock to brokers who opted to perform cashless exercise of their 108,799 warrants. See paragraph e, below. Share issuances during the year ended March 31, 2019 During the year ended March 31, 2019, the Company issued common shares as part of series of closings under a registered offering, which raised gross proceeds of $3,718,010 through the issuance of 2,635,353 common shares. Issuance costs pursuant to this offering amounted to $80,000. During the year ended March 31, 2019, the Company also issued an aggregate of 641,329 common stock and has recognized its obligation to issue a further 41,835 shares of common stock (see paragraph d, below), to various consultants. The fair value of these shares determined by using the market price of the common stock as at the date of issuance amounted to $1,145,455 were recognized as general and administrative and research and development expenses, as applicable, in the statement of operations, with corresponding credit to common shares, shares to be issued andadditional paid-in-capital, respectively. During the year ended March 31, 2019, the Company also issued an aggregate of 227,428 shares of its common stock upon exercise of employee stock options and warrants; it received $50,835 of exercise cash proceeds. d) Shares to be issued As of March 31, 2019, the Company had recognized its contractual obligations to issue a total of 62,085 shares of common stock to consultants, advisors and other service providers, (including an obligation to issue 41,835 shares recognized during the year then ended, as explained in paragraph c, above). The fair value of these shares amounted to $91,498 and has been expensed to general and administrative and research and development expenses in the consolidated statement of operations, with a corresponding credit to additional paid-in-capital. The fair value of these shares was determined by using the market price of the common stock as at the date of issuance. e) Warrant exercises Warrant exercises during the year ended March 31, 2018 During December 2017, 112,798 broker warrants were exercised at exercises price of between $1.04 and $1.49, such that the Company received cash proceeds of $124,718. Also during December 2017, 140,000 consultant warrants were exercised at exercise prices between $2.00 and 2.58, for cash proceeds to the Company of $303,200. During March 2018, 108,799 broker warrants were exercised into 58,795 common shares through the cashless exercise. The Purchaser may, in its sole discretion, exercise all or any part of this Warrant in a “cashless” or “net-issue” exercise (a “Cashless Exercise”) by delivering to the Company (1) the Notice of Exercise and (2) the original Warrant, pursuant to which the Purchaser shall surrender the right to receive upon exercise of this Warrant the full number of Warrant Shares set forth in Section 1 hereof and instead, without cash payment, shall receive a number of Warrant Shares calculated by using the following formula: X = Y (A - B)/A with: X = the number of Warrant Shares to be issued to the Purchaser Y = the number of Warrant Shares with respect to which the Warrant is being exercised A = the fair value per share of Common Stock on the date of exercise of this Warrant B = the then-current Exercise Price of the Warrant. The average of the closing sales prices, as quoted on the primary national or regional stock exchange on which the Common Stock is listed, or, if not listed, on the Nasdaq Market if quoted thereon, or, if not listed or quoted, the OTC Bulletin Board (or any tier of the OTC Markets) if quoted thereon, on the twenty (20) consecutive Trading Days immediately preceding the date on which the Notice of Exercise is deemed to have been sent to the Company, or (B) if the Common Stock is not publicly traded as set forth above, as reasonably and in good faith determined by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent to the Company. Warrant exercises during the year ended March 31, 2019 During the year ended March 31, 2019, 62,838 warrants issued to consultants and advisors were exercised at an average exercise price of $0.81, such that the Company received cash proceeds of $50,835. f) Warrant issuances Warrant issuances during the year ended March 31, 2018 During the year ended March 31, 2018, the Company issued 62,500 warrants as compensation for services, which were fair valued at $142,989 and expensed in general and administrative expenses, with a corresponding credit to additional paid in capital. The fair value has been estimated using a multi-nominal lattice model with an expected life ranging from 0.07 to 0.64 years, risk free rate ranging from 0.84% to 1.14%, stock price of $2.50 to $2.70 and expected volatility of 118%. During the year ended March 31, 2018, the Company issued 47,500 warrants, which were fair valued at $31,987, and recorded as compensation for services, which have been expensed to general and administrative expenses in the consolidated statement of operations, with a corresponding credit to additional paid-in-capital. The fair value has been estimated using a multi-nominal lattice model with an expected life of 3 years, a risk-free rate of 1.47% stock price of $2.18, annual attrition rate of 0% and expected volatility of 137.63%, determined based on comparable companies’ historical volatilities. During the year ended March 31, 2018, the Company issued 98,806 warrants, which were fair valued at a cumulative $97,654, and recorded as compensation for services, which have been expensed to general and administrative expenses in the consolidated statement of operations, with a corresponding credit to additional paid-in-capital. The fair values have been estimated using a multi-nominal lattice model with an expected life of 3 years, risk free rates of 1.62% to 1.98%, stock prices of $2.18 to $7.59, an annual attrition rate of 0% and expected volatilities of 136.77% to 145.99%, determined based on comparable company historical volatilities. During the year ended March 31, 2018, the Company issued 65,000 warrants, which were fair valued at a cumulative $97,728 and recorded as compensation for services, which have been expensed to general and administrative expenses in the consolidated statement of operations, with a corresponding credit to additional paid-in-capital. The fair values have been estimated using a multi-nominal lattice model with an expected life of 3 years, risk free rates of 1.98% to 2.39%, stock price of $3.69 to $7.59, annual attrition rate of 0% and expected volatility of 139.75% to 145.99%. Warrant issuances during the year ended March 31, 2019 During the year ended March 31, 2019, the Company issued 849,601 warrants as compensation for advisor and consultant services, which were fair valued at $467,411 and expensed in general and administrative expenses, with a corresponding credit to additional paid in capital. Their fair value has been estimated using a multi-nominal lattice model with an expected life of 2 to 3 years, a risk free rate ranging from 2.13% to 2.81%, stock price of $0.48 to $4.15 and expected volatility of 97.8% to 141.1%. Warrant issuances, exercises and expirations or cancellations during the years ended March 31, 2019 and 2018, were as follows, resulting in warrants outstanding at the end of those respective periods: Broker Warrants Consultant Warrants Warrants Issued on Conversion Private Placement Warrants Total As at December 31, 2015 271,742 380,000 - - 651,742 RTO adjustment* 53,507 74,860 - - 128,367 After RTO 325,249 454,860 - - 780,109 Less: Exercised - (131,365 ) - - (131,365 ) Less: Expired/cancelled - (285,279 ) - - (285,279 ) Add: Issued 55,433 878,250 - 390,744 1,324,427 As at March 31, 2017 380,682 916,466 - 390,744 1,687,892 Less: Exercised (222,690 ) (140,000 ) - - (362,690 ) Less: Expired/cancelled (19,935 ) (380,300 ) - - (400,235 ) Add: Issued 246,095 273,806 2,734,530 772,978 4,027,409 As at March 31, 2018 384,152 669,972 ** 2,734,530 1,163,722 4,952,376 Less: Exercised (62,838 ) - - - (62,838 ) Less: Expired/cancelled - (342,416 ) - - (342,416 ) Add: Issued - 849,601 - - 849,601 As at March 31, 2019 321,314 1,177,157 ** 2,734,530 1,163,722 5,396,723 Exercise Price $0.78-$3.00 $0.48-$7.59 2.00 3.00 Expiration Date March 2022 to July 2022 September 2019 to March 2022 March 2020 April 2020 to July 2020 *As explained above, on February 2, 2016 all outstanding warrants at that time had been increased by a factor of 1.197. **Consultant Warrants do not include 188,806 warrants provided to an officer of the Company as compensation while he was not a member of any Company options plan, otherwise disclosed in Note 9 under stock-based compensation. g) Stock-based compensation 2015 Equity Incentive Plan On March 30, 2015, iMedical approved Directors, Officers and Employees Stock Option Plan, under which it authorized and issued 3,000,000 options. This plan was established to enable the Company to attract and retain the services of highly qualified and experience directors, officers, employees and consultants and to give such person an interest in the success of the Company. As of March 31, 2018 and March 31, 2017, there were no outstanding vested options and 137,500 unvested options at an exercise price of $.0001 under this plan. These options now represent the right to purchase shares of the Company’s common stock using the same exchange ratio of approximately 1.1969:1, thus there were 164,590 (35,907 had been cancelled) adjusted unvested options as at March 31, 2018. These remaining 164,590 options were exercised during the year ended March 31, 2019. No other grants will be made under this plan. The following table summarizes the stock option activities of the Company: Number of Weighted Granted 3,591,000 0.0001 Exercised (3,390,503 ) 0.0001 Outstanding as of December 31, 2015 200,497 0.0001 Cancelled during 2016 (35,907 ) 0.0001 Outstanding as of March 31, 2018 164,590 0.0001 Exercised (164,590 ) 0.0001 Outstanding as of March 31, 2019 - - The fair value of options at the issuance date were determined at $2,257,953 which were fully expensed during the twelve months ended December 31, 2015 based on vesting period and were included in general and administrative expenses with corresponding credit to additional paid-in-capital. During the twelve months ended December 31, 2015, 3,390,503 (2,832,500 Pre-exchange Agreement) options were exercised by those employees who met the vesting conditions; 50% of the grants either vest immediately or at the time of U.S. Food and Drug Administration (FDA) filing date and 50% will vest upon Liquidity Trigger. Liquidity Trigger means the day on which the board of directors resolve in favour of i) the Company is able to raise a certain level of financing; ii) a reverse takeover transaction that results in the Company being a reporting issuer, and iii) initial public offering that results in the Company being a reporting issuer. 2016 Equity Incentive Plan On February 2, 2016, the Board of Directors of the Company approved 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the participating company group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the participating company group and by motivating such persons to contribute to the growth and profitability of the participating company group. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards. The Plan shall continue in effect until its termination by the Committee; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan pursuant to awards shall be equal to 3,750,000 shares; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the Effective Date, so the number of shares that may be issued is an amount no greater than 15% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase. During July 2016, the Company granted an officer options to purchase an aggregate of 2,499,998 shares of common stock at an exercise price of $2.20 subject to a 3 year vesting period, with the fair value of the options being expensed over a 3 year period. Two additional employees were also granted 175,000 options to purchase shares of common stock at an exercise price of $2.24 with a 1 year vesting period, with the fair value of the options being expensed over a 1 year period. One additional employee was also granted 35,000 options to purchase shares of common stock at an exercise price of $2.24 with a 2 year vesting period, with the fair value of the options expensed over a 2 year period. During the year ended March 31, 2018, an additional 1,437,500 stock options were granted with a weighted average remaining contractual life from 2.76 to 9.51 years. During the year ended March 31, 2019, an additional 270,521 stock options were granted with a weighted average remaining contractual life from 2.76 to 9.51 years. During the year ended March 31, 2019, the Company recorded stock based compensation of $1,451,261 in connection with ESOP 2016 Plan (March 31, 2018 - $1,002,201) under general and administrative expenses with corresponding credit to additional paid in capital. Number of Weighted Granted 2,709,998 2.2031 Exercised - - Outstanding as of March 31, 2017 2,709,998 2.2031 Granted 1,437,500 5.1676 Exercised - - Outstanding as of March 31, 2018 4,147,498 3.2306 Granted 270,521 1.8096 Exercised - - Outstanding as of March 31, 2019 4,418,019 3.1436 The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31 : 2019 2018 2017 Exercise price ($) 1.40-2.00 3.69-7.59 2.00 – 2.58 Risk free interest rate (%) 2.27-2.81 1.98-2.39 0.45 - 1.47 Expected term (Years) 2.0-3.0 3.0 1.0 - 3.0 Expected volatility (%) 97.8-141.1 139.75-145.99 101 – 105 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 0.588 1.032 0.88 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 – 5.00 The intrinsic value of all the options as at March 31, 2019 were zero. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES Income taxes The provision for income taxes differs from that computed at combined corporate tax rate of approximately 26% as follows: Income tax recovery Year ended Year ended $ $ Net loss (8,952,065 ) (8,623,738 ) Expected income tax recovery (2,233,937 ) (2,242,172 ) Non-deductible expenses 796,673 1,068,744 Other temporary differences (44,048 ) (41,773 ) Change in valuation allowance 1,481,312 1,251,201 - - Deferred tax assets As at As at $ $ Non-capital loss carry forwards 2,626,861 1,145,549 Other temporary differences 123,810 147,057 Change in valuation allowance (2,750,671 ) (1,292,606 ) - - As of March 31, 2019 and 2018, the Company decided that a valuation allowance relating to the above deferred tax assets of the Company was necessary, largely based on the negative evidence represented by losses incurred and a determination that it is not more likely than not to realize these assets, such that, a corresponding valuation allowance, for each respective period, was recorded to offset deferred tax assets. As of March 31, 2019 and 2018 the Company has approximately $10,103,310 and $4,405,959, respectively, of non-capital losses available to offset future taxable income. These losses will expire between 2033 to 2036. As of March 31, 2019 and 2018 the Company is not subject to any uncertain tax positions. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. RELATED PARTY TRANSACTIONS The Company’s transactions with related parties were carried out on normal commercial terms and in the course of the Company’s business. Other than disclosed elsewhere in the Company’s consolidated financial statements, related party transactions are as follows. Year ended Year ended $ $ Salary and allowance* 750,078 654,477 Stock based compensation** 1,430,663 1,200,617 Total 2,180,741 1,855,094 * Salary, allowance and other include salary, consulting fees, car allowance, vacation pay, bonus and other allowances paid or payable to a shareholder, directors and executive officers of the Company. ** Stock based compensation represent the fair value of the options, shares, warrants and equity incentive plan for directors, shareholders and executive officers of the Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES On January 8, 2016, the Company entered into a 40-month lease agreement for its office premises in California, USA. The monthly rent from the date of commencement to the 12th month is $16,530, from the 13th to the 24th month is $17,026, from the 25th to the 36th month is $17,536, whereas the final 4 months is $18,062. This term of this lease was extended to June 30, 2021, with monthly rent from July 1, 2019 to June 30, 2020 and July 1, 2020 to June 30, 2021 increased to $18,618 and $19,176, respectively. There are no claims against the company that were assessed as significant, which were outstanding as at March 31, 2019 and, consequently, no provision for such has been recognized in the consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to July 11, 2019, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: Issuance of Promissory Notes Subsequent to year end, the Company issued $923,531 in promissory notes to accredited investors. The notes mature between twelve and twenty-four months from the date of issuance. Interest on the notes ranges from 10% to 13% and accrues quarterly in arrears. In certain cases, pursuant to the subscription agreement between the Company and the investors, the Notes may be convertible, subject to mutual agreement of the Company and the Holders of the Notes at a 20% discount to the next equity financing of greater than $5,000,000 excluding the conversion of the Notes. The Notes referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – 1) identify the contract with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as performance obligations are satisfied. The Bioflux mobile cardiac telemetry device, a wearable device, is worn by patients for a monitoring period up to 30 days. The cardiac data that the device monitors and collects is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned with respect to this device are comprised of device sales revenues and technology fee revenues (software as a service). The device, together with its licensed software, is available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, cost being determined on a weighted average cost basis, and market being determined as the lower of cost or net realizable value. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options, and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at March 31, 2019 and 2018. |
Cash | Cash Cash includes cash on hand and balances with banks. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 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 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes, and accounts payable and accrued liabilities. The Company’s cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 2, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
Operating Leases | Operating Leases The Company leases office space and certain office equipment under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. |
Research and Development | Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved . |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Convertible Notes Payable and Derivative Instruments | Convertible Notes Payable and Derivative Instruments The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements, including potential early adoption. On April 1, 2018, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted this pronouncement on a modified retrospective and such adoption did not have a material impact on our financial position and/or results of operations. On April 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined financial position and/or results of operations. In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), which addressed accounting for (I) 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 non-controlling interests with a scope exception. The main provisions of Part I of ASU 2017-11 “change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.” Under previous US GAAP, warrants with a down round feature are not being considered indexed to the entity’s own stock, which results in classification of the warrant as a derivative liability. Under ASU 2017-11, the down round feature qualifies for a scope exception from derivative treatment. ASU 2017-11 is effective for public companies as of December 15, 2018 and interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period, with adjustments reflected as of the beginning of the fiscal year. The Company has issued financial instruments with down round features. The Company opted to adopt ASU 2017-11 in its three-month interim period ended September 30, 2017, which is effective from April 1, 2017, with adjustments reflected in the accumulated deficit of stockholders’ deficiency as of April 1, 2017. Please refer to Note 6. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in this Update should be applied using a retrospective transition method to each period presented. Management does not expect to have a significant impact of this ASU on the Company’s unaudited interim condensed consolidated financial statements. In May 2017, an accounting pronouncement was issued by the Financial Accounting Standards Board (“FASB”) ASU 2017-09, “Compensation - Stock Compensation: Scope of Modification Accounting.” ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on the unaudited interim condensed consolidated financial position and/or results of operations. On April 1, 2017, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires that all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. We adopted this pronouncement on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s unaudited interim condensed consolidated financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. Although the Company has not yet quantified the impact that the adoption of this pronouncement will have on the consolidated financial position and/or results of operations, however, the management has begun a process to identify a complete population of the leases. Such process includes reviewing various contracts to identify whether such arrangements convey the right to control the use of an identified asset. The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | As at As at $ $ Trade and other payables 878,453 547,858 Accrued liabilities 522,189 208,321 1,400,642 756,179 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | $ Accreted value of convertible promissory notes as at December 31, 2015 783,778 Face value of convertible promissory notes issued during March 2016 175,000 Discount recognized at issuance due to embedded derivatives (74,855 ) Accretion expense for three months March 31, 2016 73,572 Accreted value of convertible promissory notes as at March 31, 2016 957,495 Accretion expense - including loss on conversion of $88,530 411,483 Conversion of the notes transferred to equity (1,368,978 ) Accreted value of convertible promissory notes as at March 31, 2019, 2018 and 2017 - |
Schedule of Accreted Value of Bridge Notes | In connection with the Bridge Notes offering, the accreted value of this offering was as follows as at March 31, 2017: As at March 31, 2017 $ Face value of Bridge Notes issued 2,455,000 Day one derivative loss recognized during the year 35,249 Discount recognized at issuance due to embedded derivatives (1,389,256 ) Cash financing costs (174,800 ) Accretion expense 630,797 Accreted value of Bridge Notes 1,556,990 |
Schedule of Face value of Bridge Notes | $ Accreted value of Bridge Note as of March 31, 2017 1,556,990 Accretion expense 879,416 Conversion of Bridge Notes transferred to equity (Note 7, c) (2,436,406 ) Face value of Bridge Notes as of March 31, 2019 and 2018 - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Schedule of Impact on Derivatives Balance Sheet and Statement of Operations | Balance Sheet Impacts Under ASU 2017-11 As of April 1, 2017 Accumulated Deficit $ 483,524 Derivative Liabilities (483,524 ) The impact on the unaudited June 30, 2017 Balance Sheet and Statement of Operations is as follows: Balance Sheet Impacts Under ASU 2017-11 As of June 30, 2017 Derivative Liabilities $ (4,074,312 ) Additional Paid in Capital 3,569,248 Accumulated Deficit 483,524 Income Statement Impacts Under ASU 2017-11 As of June 30, 2017 Reversal of change in fair value of derivative liabilities $ 21,540 |
Schedule of Derivative Liabilities | The details of derivative liabilities (pre and post adoption of ASU 2017-11) were as follows: Total $ Derivative liabilities as at March 31, 2017 2,163,884 Derivative fair value at issuance 3,569,249 Transferred to equity upon conversion of notes (Notes 5 and 7) (1,700,949 ) Change in fair value of derivatives 42,128 Derivative liabilities as at June 30, 2017 (pre-adoption) 4,074,312 Adjustments relating to adoption of ASU 2017-11 Reversal of fair value (21,540 ) Transferred to accumulated deficit (483,524 ) Transferred to additional paid-in-capital (3,569,248 ) Derivative liabilities as at - |
Schedule of Derivative Components Valuation Assumptions | The lattice methodology was used to value the derivative components, using the following assumptions: Assumptions Dividend yield 0.00 % Risk-free rate for term 0.62% – 1.14 % Volatility 103% – 118 % Remaining terms (Years) 0.01 – 1.0 Stock price ($ per share) $2.50 and $2.70 |
Stockholders' Deficiency (Equ_2
Stockholders' Deficiency (Equity) (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Schedule of Warrants Outstanding | Warrant issuances, exercises and expirations or cancellations during the years ended March 31, 2019 and 2018, were as follows, resulting in warrants outstanding at the end of those respective periods: Broker Warrants Consultant Warrants Warrants Issued on Conversion Private Placement Warrants Total As at December 31, 2015 271,742 380,000 - - 651,742 RTO adjustment* 53,507 74,860 - - 128,367 After RTO 325,249 454,860 - - 780,109 Less: Exercised - (131,365 ) - - (131,365 ) Less: Expired/cancelled - (285,279 ) - - (285,279 ) Add: Issued 55,433 878,250 - 390,744 1,324,427 As at March 31, 2017 380,682 916,466 - 390,744 1,687,892 Less: Exercised (222,690 ) (140,000 ) - - (362,690 ) Less: Expired/cancelled (19,935 ) (380,300 ) - - (400,235 ) Add: Issued 246,095 273,806 2,734,530 772,978 4,027,409 As at March 31, 2018 384,152 669,972 ** 2,734,530 1,163,722 4,952,376 Less: Exercised (62,838 ) - - - (62,838 ) Less: Expired/cancelled - (342,416 ) - - (342,416 ) Add: Issued - 849,601 - - 849,601 As at March 31, 2019 321,314 1,177,157 ** 2,734,530 1,163,722 5,396,723 Exercise Price $0.78-$3.00 $0.48-$7.59 2.00 3.00 Expiration Date March 2022 to July 2022 September 2019 to March 2022 March 2020 April 2020 to July 2020 *As explained above, on February 2, 2016 all outstanding warrants at that time had been increased by a factor of 1.197. **Consultant Warrants do not include 188,806 warrants provided to an officer of the Company as compensation while he was not a member of any Company options plan, otherwise disclosed in Note 9 under stock-based compensation. |
Schedule of Fair Value of Option Granted using Valuation Assumptions | The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31 : 2019 2018 2017 Exercise price ($) 1.40-2.00 3.69-7.59 2.00 – 2.58 Risk free interest rate (%) 2.27-2.81 1.98-2.39 0.45 - 1.47 Expected term (Years) 2.0-3.0 3.0 1.0 - 3.0 Expected volatility (%) 97.8-141.1 139.75-145.99 101 – 105 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 0.588 1.032 0.88 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 – 5.00 |
2015 Equity Incentive Plan [Member] | |
Schedule of Stock Option Activities | The following table summarizes the stock option activities of the Company: Number of Weighted Granted 3,591,000 0.0001 Exercised (3,390,503 ) 0.0001 Outstanding as of December 31, 2015 200,497 0.0001 Cancelled during 2016 (35,907 ) 0.0001 Outstanding as of March 31, 2018 164,590 0.0001 Exercised (164,590 ) 0.0001 Outstanding as of March 31, 2019 - - |
2016 Equity Incentive Plan [Member] | |
Schedule of Stock Option Activities | Number of Weighted Granted 2,709,998 2.2031 Exercised - - Outstanding as of March 31, 2017 2,709,998 2.2031 Granted 1,437,500 5.1676 Exercised - - Outstanding as of March 31, 2018 4,147,498 3.2306 Granted 270,521 1.8096 Exercised - - Outstanding as of March 31, 2019 4,418,019 3.1436 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Income tax recovery Year ended Year ended $ $ Net loss (8,952,065 ) (8,623,738 ) Expected income tax recovery (2,233,937 ) (2,242,172 ) Non-deductible expenses 796,673 1,068,744 Other temporary differences (44,048 ) (41,773 ) Change in valuation allowance 1,481,312 1,251,201 - - |
Schedule of Deferred Tax Assets | Deferred tax assets As at As at $ $ Non-capital loss carry forwards 2,626,861 1,145,549 Other temporary differences 123,810 147,057 Change in valuation allowance (2,750,671 ) (1,292,606 ) - - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company’s transactions with related parties were carried out on normal commercial terms and in the course of the Company’s business. Other than disclosed elsewhere in the Company’s consolidated financial statements, related party transactions are as follows. Year ended Year ended $ $ Salary and allowance* 750,078 654,477 Stock based compensation** 1,430,663 1,200,617 Total 2,180,741 1,855,094 * Salary, allowance and other include salary, consulting fees, car allowance, vacation pay, bonus and other allowances paid or payable to a shareholder, directors and executive officers of the Company. ** Stock based compensation represent the fair value of the options, shares, warrants and equity incentive plan for directors, shareholders and executive officers of the Company. |
Nature of Operations (Details N
Nature of Operations (Details Narrative) | 12 Months Ended | |
Mar. 31, 2019 | Feb. 02, 2016 | |
Entity incorporation, state country name | Nevada | |
Entity incorporation, date of incorporation | Aug. 29, 2012 | |
Exchange Agreement [Member] | IMedical Innovations Inc [Member] | ||
Commmon shares acquisition percentage | 100.00% |
Basis of Presentation, Measur_2
Basis of Presentation, Measurement and Consolidation (Details Narrative) - USD ($) | Apr. 02, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Accumulated deficit | $ (35,039,495) | $ (26,447,430) | |
Working capital deficit | 1,810,681 | ||
Proceeds from private equity fund | 3,638,010 | ||
Aggregate purchase price of common stock | 25,000,000 | ||
Proceeds from promissory note | 867,699 | ||
Accredited Individuals [Member] | Promissory Notes [Member] | |||
Proceeds from promissory note | $ 867,699 | ||
Accredited Individuals [Member] | Promissory Notes [Member] | Subsequent Event [Member] | |||
Proceeds from promissory note | $ 923,531 | ||
Debt financing from a private debt fund | $ 5,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Potentially dilutive shares outstanding |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Payables and Accruals [Abstract] | ||
Trade and other payables and accrued liabilities | $ 277,278 | $ 161,481 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Payables and Accruals [Abstract] | ||
Trade and other payables | $ 878,453 | $ 547,858 |
Accrued liabilities | 522,189 | 208,321 |
Accounts payable and accrued liabilities | $ 1,400,642 | $ 756,179 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) | 1 Months Ended | 12 Months Ended | 24 Months Ended | 36 Months Ended | ||||||
Aug. 31, 2016USD ($)shares | Mar. 31, 2016USD ($)Integer$ / shares | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($)$ / shares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($)Integer$ / shares | Mar. 31, 2018USD ($)$ / shares | Mar. 31, 2019USD ($) | May 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
General and administrative expenses | $ 7,458,855 | $ 5,961,173 | ||||||||
Term Sheet Offering [Member] | ||||||||||
Proceeds from convertible notes payable | $ 2,000,000 | |||||||||
Debt face value | $ 1,368,978 | $ 1,368,978 | ||||||||
Debt instrument term | 24 months | |||||||||
Debt interest rate | 11.00% | 11.00% | ||||||||
Conversion price per share | $ / shares | $ 1.78 | $ 1.78 | ||||||||
Conversion price percentage | 0.75 | |||||||||
Debt instrument trading days | Integer | 20 | |||||||||
Debt conversion description | The Company issued cash (7%) and warrants (7% of the number of Common Shares into which the Notes may be converted) to a broker. The broker received 3% in cash and warrants for those investors introduced by the Company. | |||||||||
Warrants term | 24 months | 24 months | ||||||||
Debt conversion into shares, value | $ 1,368,978 | $ 1,368,978 | $ 1,368,978 | |||||||
Fair value of common stock | $ 2,907,912 | |||||||||
Derivative liabilities | 1,538,934 | |||||||||
Term Sheet Offering [Member] | Promissory Notes [Member] | ||||||||||
Debt conversion into shares, value | $ 1,368,978 | |||||||||
Debt conversion into shares | shares | 912,652 | |||||||||
Bridge Notes [Member] | ||||||||||
Proceeds from convertible notes payable | $ 2,500,000 | |||||||||
Debt face value | $ 2,455,000 | $ 2,455,000 | $ 2,436,406 | $ 2,230,000 | ||||||
Debt instrument term | 12 months | |||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||
Conversion price per share | $ / shares | $ 1.65 | $ 1.60 | $ 1.65 | $ 1.60 | ||||||
Debt instrument trading days | Integer | 10 | |||||||||
Debt conversion description | The Bridge Notes principal and all outstanding accrued interest may be converted into common stock based on the average of the lowest 3 trading days volume weighted average price over the last 10 trading days plus an embedded warrant at maturity. However, all the outstanding principal and accrued interest would convert into units/securities upon the consummation of a qualified financing, based upon the lesser of: (i) $1.65 per units/securities and (ii) the quotient obtained by dividing (x) the balance on the Forced Conversion date multiplied by 1.20 by (y) the actual price per unit/security in the qualified financing. Upon the maturity date of the notes, the Company also has an obligation to issue warrants exercisable into a number of shares of the Company securities equal to (i) in the case of a qualified financing, the number of shares issued upon conversion of the note and (ii) in all other cases, the number of shares of the Company's common stock equal to the quotient obtained by dividing the outstanding balance by 2.00. | |||||||||
Promissory Notes [Member] | Interest Expense [Member] | ||||||||||
General and administrative expenses | 11,669 | $ 41,029 | ||||||||
Promissory Notes [Member] | Accredited Investors [Member] | ||||||||||
Proceeds from convertible notes payable | $ 867,699 | |||||||||
Debt instrument term | 1 year | |||||||||
Debt interest rate | 10.00% | 10.00% |
Convertible Promissory Notes -
Convertible Promissory Notes - Schedule of Convertible Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 24 Months Ended | 36 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2019 | |
Accretion expense | $ 879,416 | |||||
Term Sheet Offering [Member] | ||||||
Accreted value of convertible promissory notes, beginning balance | $ 783,778 | $ 957,495 | $ 957,495 | $ 957,495 | ||
Face value of convertible promissory notes issued during March 2016 | 175,000 | |||||
Discount recognized at issuance due to embedded derivatives | (74,855) | |||||
Accretion expense | 73,572 | |||||
Accretion expense - including loss on conversion of $88,530 | 411,483 | 411,483 | 411,483 | |||
Conversion of the notes transferred to equity | (1,368,978) | (1,368,978) | (1,368,978) | |||
Accreted value of convertible promissory notes, ending balance | $ 957,495 |
Convertible Promissory Notes _2
Convertible Promissory Notes - Schedule of Convertible Debt (Details) (Parenthetical) - USD ($) | 12 Months Ended | 24 Months Ended | 36 Months Ended |
Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2019 | |
Term Sheet Offering [Member] | |||
Loss on conversion convertible promissory notes | $ 88,530 | $ 88,530 | $ 88,530 |
Convertible Promissory Notes _3
Convertible Promissory Notes - Schedule of Accreted Value of Bridge Notes (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Accretion expense | $ 879,416 | ||
Bridge Notes Offering [Member] | |||
Face value of bridge notes issued | $ 2,455,000 | ||
Day one derivative loss recognized during the year | 35,249 | ||
Discount recognized at issuance due to embedded derivatives | (1,389,256) | ||
Cash financing costs | (174,800) | ||
Accretion expense | 879,416 | 879,416 | 630,797 |
Accreted value of bridge notes | $ 1,556,990 | $ 1,556,990 | $ 1,556,990 |
Convertible Promissory Notes _4
Convertible Promissory Notes - Schedule of Face value of Bridge Notes (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Accretion expense | $ 879,416 | ||
Bridge Notes Offering [Member] | |||
Accreted value of Bridge Note as of March 31, 2017 | 1,556,990 | 1,556,990 | $ 1,556,990 |
Accretion expense | 879,416 | 879,416 | $ 630,797 |
Conversion of Bridge Notes transferred to equity (Note 7, c) | (2,436,406) | (2,436,406) | |
Face value of Bridge Notes as of March 31, 2019 and 2018 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Apr. 02, 2017USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Cumulative effect of accumulated deficit | $ 483,524 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Impact on Derivatives Balance Sheet and Statement of Operations (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2017 | Apr. 02, 2017 |
Accumulated deficit | $ (35,039,495) | $ (26,447,430) | ||
Additional paid in capital | $ 33,889,916 | $ 27,161,984 | ||
Adoption of ASU 2017-11 [Member] | ||||
Accumulated deficit | $ 483,524 | $ 483,524 | ||
Derivative liabilities | (4,074,312) | $ (483,524) | ||
Additional paid in capital | 3,569,248 | |||
Reversal of change in fair value of derivative liabilities | $ 21,540 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 21 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2019 | |
Derivative liabilities, beginning balance | $ 4,074,312 | $ 2,163,884 | $ 4,074,312 | $ 4,074,312 |
Derivative fair value at issuance | 3,569,249 | |||
Transferred to equity upon conversion of notes (Notes 5 and 7) | (1,700,949) | |||
Change in fair value of derivatives | 42,128 | |||
Derivative liabilities, ending balance | $ 4,074,312 | |||
Adoption of ASU 2017-11 [Member] | ||||
Reversal of fair value | (21,540) | (21,540) | (21,540) | |
Transferred to accumulated deficit | (483,524) | (483,524) | (483,524) | |
Transferred to additional paid-in-capital | (3,569,248) | (3,569,248) | (3,569,248) | |
Derivative liabilities, ending balance |
Derivative Liabilities - Sche_3
Derivative Liabilities - Schedule of Derivative Components Valuation Assumptions (Details) | 12 Months Ended |
Mar. 31, 2019$ / shares | |
Minimum [Member] | |
Stock price | $ 2.50 |
Maximum [Member] | |
Stock price | $ 2.70 |
Dividend Yield [Member] | |
Fair value assumptions, percentage | 0.00% |
Risk-Free Rate for Term [Member] | Minimum [Member] | |
Fair value assumptions, percentage | 0.62% |
Risk-Free Rate for Term [Member] | Maximum [Member] | |
Fair value assumptions, percentage | 1.14% |
Volatility [Member] | Minimum [Member] | |
Fair value assumptions, percentage | 103.00% |
Volatility [Member] | Maximum [Member] | |
Fair value assumptions, percentage | 118.00% |
Remaining Terms (Years) [Member] | Minimum [Member] | |
Fair value assumptions, remaining term (Years) | 4 days |
Remaining Terms (Years) [Member] | Maximum [Member] | |
Fair value assumptions, remaining term (Years) | 1 year |
Stockholders' Deficiency (Equ_3
Stockholders' Deficiency (Equity) (Details Narrative) - USD ($) | Feb. 02, 2016 | Feb. 02, 2016 | Mar. 30, 2015 | Dec. 31, 2017 | May 31, 2017 | Jul. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 125,000,000 | 125,000,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Shares exchangeable into equivalent common shares, issued | 35,361,656 | 31,857,546 | ||||||||||
Shares exchangeable into equivalent common shares, outstanding | 35,361,656 | 31,857,546 | ||||||||||
Common stock, shares issued | 31,048,571 | 23,713,602 | ||||||||||
Common stock, shares outstanding | 31,048,571 | 23,713,602 | ||||||||||
Exchangeable shares outstanding | 4,313,085 | 8,143,944 | ||||||||||
Cash issuance costs adjusted against additional paid in capital | $ 80,000 | $ 320,351 | ||||||||||
Number of common shares issued, value | 3,718,010 | 5,181,325 | ||||||||||
Number of shares issued for services, value | $ 1,145,455 | $ 1,908,481 | ||||||||||
Expected life | 3 years | |||||||||||
Stock price | $ 0.588 | $ 1.032 | $ 0.88 | |||||||||
Stock based compensation | $ 1,451,261 | $ 1,002,201 | ||||||||||
Options intrinsic value | $ 0 | |||||||||||
2015 Equity Incentive Plan [Member] | ||||||||||||
Exchange ratio | 1.1969:1 | |||||||||||
Number of common stock option exercise | 3,390,503 | 164,590 | 164,590 | 164,590 | 3,390,503 | |||||||
Number of options authorized to issue | 3,000,000 | |||||||||||
Number of options vested | ||||||||||||
Number of options non-vested | 137,500 | |||||||||||
Options exercise price | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of options cancelled | 35,907 | |||||||||||
Fair value of options | $ 2,257,953 | |||||||||||
Vesting description | Options were exercised by those employees who met the vesting conditions; 50% of the grants either vest immediately or at the time of U.S. Food and Drug Administration (FDA) filing date and 50% will vest upon Liquidity Trigger. Liquidity Trigger means the day on which the board of directors resolve in favor of i) the Company is able to raise a certain level of financing; ii) a reverse takeover transaction that results in the Company being a reporting issuer, and iii) initial public offering that results in the Company being a reporting issuer. | |||||||||||
Number of options granted | 3,591,000 | |||||||||||
Number of options granted, exercise price | $ 0.0001 | $ 0.0001 | ||||||||||
2016 Equity Incentive Plan [Member] | ||||||||||||
Number of common stock option exercise | ||||||||||||
Number of options authorized to issue | 3,750,000 | 3,750,000 | ||||||||||
Options exercise price | $ 3.1436 | $ 3.2306 | $ 2.2031 | |||||||||
Plan description | The maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 15% of the Company's outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase. | |||||||||||
Number of options granted | 270,521 | 1,437,500 | 2,709,998 | |||||||||
Number of options granted, exercise price | $ 1.8096 | $ 5.1676 | $ 2.2031 | |||||||||
Stock based compensation | $ 1,451,261 | $ 1,002,201 | ||||||||||
Minimum [Member] | ||||||||||||
Expected life | 2 years | 1 year | ||||||||||
Risk free rate | 2.27% | 1.98% | 0.45% | |||||||||
Minimum [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||
Weighted average remaining contractual life | 2 years 9 months 3 days | 2 years 9 months 3 days | ||||||||||
Maximum [Member] | ||||||||||||
Expected life | 3 years | 3 years | ||||||||||
Risk free rate | 2.81% | 2.39% | 1.47% | |||||||||
Maximum [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||
Weighted average remaining contractual life | 9 years 6 months 3 days | 9 years 6 months 3 days | ||||||||||
Common Share Offering [Member] | ||||||||||||
Proceeds from private offering | $ 3,000,000 | |||||||||||
Employee Stock Options [Member] | ||||||||||||
Number of common stock option exercise | 227,428 | |||||||||||
Bridge Notes [Member] | ||||||||||||
Debt conversion description | Conversion would be based upon the price that is the lesser of: (i) $1.60 per New Round Stock and (ii) the quotient obtained by dividing (x) the Outstanding Balance on the conversion date multiplied by 1.20 by (y) the actual price per New Round Stock in the Qualified Financing. The notes and the warrants were further subject to a "most-favored nation" clause in the event the Company, prior to maturity of the notes, consummates a financing that is not a Qualified Financing. | |||||||||||
Conversion price per share | $ 1.60 | $ 1.65 | ||||||||||
Bridge Notes [Member] | Common Share Offering [Member] | ||||||||||||
Conversion description | Each of which corresponded to one share and half of one warrant | |||||||||||
Debt instrument convertible conversion principal amount | $ 2,455,000 | |||||||||||
Debt instrument convertible conversion, shares | 1,823,020 | |||||||||||
Warrant [Member] | ||||||||||||
Exchange ratio | All outstanding warrants at that time had been increased by a factor of 1.197 | |||||||||||
Broker Warrants [Member] | ||||||||||||
Number of warrants issued | 112,798 | 58,795 | ||||||||||
Proceeds from warrants exercise | $ 124,718 | |||||||||||
Cashless exercise of warrants | 108,799 | |||||||||||
Number of warrants exercised | 62,838 | |||||||||||
Broker Warrants [Member] | Minimum [Member] | ||||||||||||
Warrants exercise price | $ 1.04 | $ 0.78 | ||||||||||
Broker Warrants [Member] | Maximum [Member] | ||||||||||||
Warrants exercise price | $ 1.49 | $ 3 | ||||||||||
Registered Offering [Member] | ||||||||||||
Number of common shares issued | 2,635,353 | 450,164 | ||||||||||
Number of common shares issued, value | $ 3,718,010 | $ 2,520,561 | ||||||||||
Stock issuance cost | $ 80,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Number of common shares issued | 641,329 | 527,941 | ||||||||||
Number of common shares issued, value | $ 1,145,455 | $ 1,908,481 | ||||||||||
Warrants [Member] | ||||||||||||
Number of warrants issued | 252,798 | |||||||||||
Proceeds from warrants exercise | $ 50,835 | $ 428,311 | ||||||||||
Consultant Warrants [Member] | ||||||||||||
Proceeds from warrants exercise | $ 303,200 | |||||||||||
Number of warrants exercised | 140,000 | |||||||||||
Consultant Warrants [Member] | Minimum [Member] | ||||||||||||
Warrants exercise price | $ 2 | $ 0.48 | ||||||||||
Consultant Warrants [Member] | Maximum [Member] | ||||||||||||
Warrants exercise price | $ 2.58 | $ 7.59 | ||||||||||
Warrants One [Member] | ||||||||||||
Number of common stock compensation for services | 62,500 | |||||||||||
Number of common stock compensation for services, value | $ 142,989 | |||||||||||
Expected volatility | 1.18% | |||||||||||
Warrants One [Member] | Minimum [Member] | ||||||||||||
Expected life | 26 days | |||||||||||
Risk free rate | 0.84% | |||||||||||
Stock price | $ 2.50 | |||||||||||
Warrants One [Member] | Maximum [Member] | ||||||||||||
Expected life | 7 months 21 days | |||||||||||
Risk free rate | 1.14% | |||||||||||
Stock price | $ 2.70 | |||||||||||
Warrants Two [Member] | ||||||||||||
Number of common stock compensation for services | 47,500 | |||||||||||
Number of common stock compensation for services, value | $ 31,987 | |||||||||||
Expected life | 3 years | |||||||||||
Risk free rate | 1.47% | |||||||||||
Stock price | $ 2.18 | |||||||||||
Expected volatility | 137.63% | |||||||||||
Annual attrition | 0.00% | |||||||||||
Warrants Three [Member] | ||||||||||||
Number of common stock compensation for services | 98,806 | |||||||||||
Number of common stock compensation for services, value | $ 97,654 | |||||||||||
Expected life | 3 years | |||||||||||
Annual attrition | 0.00% | |||||||||||
Warrants Three [Member] | Minimum [Member] | ||||||||||||
Risk free rate | 1.62% | |||||||||||
Stock price | $ 2.18 | |||||||||||
Expected volatility | 136.77% | |||||||||||
Warrants Three [Member] | Maximum [Member] | ||||||||||||
Risk free rate | 1.98% | |||||||||||
Stock price | $ 7.59 | |||||||||||
Expected volatility | 145.99% | |||||||||||
Warrants Four [Member] | ||||||||||||
Number of common stock compensation for services | 65,000 | |||||||||||
Number of common stock compensation for services, value | $ 97,728 | |||||||||||
Expected life | 3 years | |||||||||||
Annual attrition | 0.00% | |||||||||||
Warrants Four [Member] | Minimum [Member] | ||||||||||||
Risk free rate | 1.98% | |||||||||||
Stock price | $ 3.69 | |||||||||||
Expected volatility | 139.75% | |||||||||||
Warrants Four [Member] | Maximum [Member] | ||||||||||||
Risk free rate | 2.39% | |||||||||||
Stock price | $ 7.59 | |||||||||||
Expected volatility | 145.99% | |||||||||||
Accredited Investors [Member] | Common Share Offering [Member] | ||||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Proceeds from private offering | $ 1,926,780 | |||||||||||
Sale of stock price per shares | $ 1.75 | |||||||||||
Warrants term | 3 years | |||||||||||
Warrants exercise price | $ 3 | |||||||||||
Number of shares sold for private placement | 1,282,767 | |||||||||||
Proceeds for private placement | $ 2,244,845 | |||||||||||
Cash issuance costs adjusted against additional paid in capital | $ 46,950 | |||||||||||
Number of warrants issued | 131,594 | |||||||||||
Accredited Investors [Member] | Common Share Offering [Member] | On or About July 31, 2017 [Member] | ||||||||||||
Proceeds from private offering | $ 413,629 | |||||||||||
Number of shares sold for private placement | 263,188 | |||||||||||
Proceeds for private placement | $ 460,579 | |||||||||||
Accredited Investors [Member] | Common Share Offering [Member] | Minimum [Member] | ||||||||||||
Proceeds from private offering | 1,000,000 | |||||||||||
Accredited Investors [Member] | Common Share Offering [Member] | Maximum [Member] | ||||||||||||
Proceeds from private offering | 8,000,000 | |||||||||||
Accredited Investors [Member] | Common Share Offering One [Member] | ||||||||||||
Cash issuance costs adjusted against additional paid in capital | $ 320,355 | |||||||||||
Accredited Investors [Member] | Broker Warrants [Member] | Common Share Offering [Member] | ||||||||||||
Number of warrants issued | 21,055 | |||||||||||
Investors [Member] | Common Share Offering [Member] | ||||||||||||
Fair value of warrants | $ 3,183,614 | |||||||||||
Investors [Member] | Broker Warrants [Member] | Common Share Offering [Member] | ||||||||||||
Fair value of warrants | $ 385,635 | |||||||||||
Placement Agent [Member] | Broker Warrants [Member] | Bridge Notes [Member] | ||||||||||||
Warrants term | 2 years | |||||||||||
Warrants exercise price | $ 3 | |||||||||||
Percentage for cashless warrants | 8.00% | |||||||||||
Various Consultants [Member] | Common Stock [Member] | ||||||||||||
Number of common shares issued | 41,835 | 20,250 | ||||||||||
Consultants, Advisors and Other Service Providers [Member] | Common Stock [Member] | ||||||||||||
Number of shares issued for services | 62,085 | |||||||||||
Number of shares issued for services, value | $ 91,498 | |||||||||||
Consultants and Advisors [Member] | ||||||||||||
Warrants exercise price | $ 0.81 | |||||||||||
Number of warrants issued | 62,838 | |||||||||||
Proceeds from warrants exercise | $ 50,835 | |||||||||||
Advisor and Consultant [Member] | ||||||||||||
Number of common stock compensation for services | 849,601 | |||||||||||
Number of common stock compensation for services, value | $ 467,411 | |||||||||||
Advisor and Consultant [Member] | Warrant [Member] | Minimum [Member] | ||||||||||||
Expected life | 2 years | |||||||||||
Risk free rate | 2.13% | |||||||||||
Stock price | $ 0.48 | |||||||||||
Expected volatility | 97.80% | |||||||||||
Advisor and Consultant [Member] | Warrant [Member] | Maximum [Member] | ||||||||||||
Expected life | 3 years | |||||||||||
Risk free rate | 2.81% | |||||||||||
Stock price | $ 4.15 | |||||||||||
Expected volatility | 141.10% | |||||||||||
Officer [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||
Number of options granted | 2,499,998 | |||||||||||
Number of options granted, exercise price | $ 2.20 | |||||||||||
Options vesting period | 3 years | |||||||||||
Two Employees [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||
Number of options granted | 175,000 | |||||||||||
Number of options granted, exercise price | $ 2.24 | |||||||||||
Options vesting period | 1 year | |||||||||||
One Employee [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||
Number of options granted | 35,000 | |||||||||||
Number of options granted, exercise price | $ 2.24 | |||||||||||
Options vesting period | 2 years | |||||||||||
Exchange Agreement [Member] | ||||||||||||
Percentage of common stock issued and outstanding | 90.00% | |||||||||||
Common stock exchange description | 1.197 shares of its common stock in exchange for each common share | |||||||||||
Number of common shares issued | 13,376,947 | |||||||||||
Exchange Agreement [Member] | 11% Secured Convertible Promissory Notes [Member] | ||||||||||||
Conversion description | The outstanding 11% secured convertible promissory notes of the Company were adjusted, in accordance with the adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of Biotricity at a 25% discount to purchase price per share in Biotricity's next offering. | |||||||||||
Discount percentage for purchase price per shares | 25.00% | |||||||||||
Exchange Agreement [Member] | Warrant [Member] | ||||||||||||
Common stock exchange description | 1.197 shares of the common stock of Biotricity for each Warrant, with an inverse adjustment to the exercise price of the Warrants to reflect the exchange ratio of approximately 1.197:1 | |||||||||||
Exchange ratio | 1.197:1 | |||||||||||
Exchange Agreement [Member] | Advisor Warrant [Member] | ||||||||||||
Common stock exchange description | 1.197 shares of the common stock of Biotricity for each Advisor Warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1 | |||||||||||
Exchange ratio | 1.197:1 | |||||||||||
Exchange Agreement [Member] | Options [Member] | ||||||||||||
Common stock exchange description | 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1 | |||||||||||
Exchange ratio | 1.197:1 | |||||||||||
Exchange Agreement [Member] | Exchangeco [Member] | ||||||||||||
Number of exchangeable shares issued | 9,123,031 | |||||||||||
Exchange Agreement [Member] | Sole Chief Executive Officer and Sole Officer [Member] | ||||||||||||
Common stock, shares outstanding | 6,500,000 | 6,500,000 | ||||||||||
Pre-Exchange Agreement [Member] | 2015 Equity Incentive Plan [Member] | ||||||||||||
Number of common stock option exercise | 2,832,500 |
Stockholders' Deficiency (Equ_4
Stockholders' Deficiency (Equity) - Schedule of Warrants Outstanding (Details) - $ / shares | 1 Months Ended | 12 Months Ended | 14 Months Ended | |||||
Feb. 02, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | ||||
Warrants outstanding, Beginning balance | 651,742 | 4,952,376 | 1,687,892 | 780,109 | ||||
Warrants outstanding, RTO adjustment | [1] | 128,367 | ||||||
Warrants outstanding, Exercised | (62,838) | (362,690) | (131,365) | |||||
Warrants outstanding, Expired/cancelled | (342,416) | (400,235) | (285,279) | |||||
Warrants outstanding, Issued | 849,601 | 4,027,409 | 1,324,427 | |||||
Warrants outstanding, Ending balance | 780,109 | 5,396,723 | 4,952,376 | 1,687,892 | ||||
Broker Warrants [Member] | ||||||||
Warrants outstanding, Beginning balance | 271,742 | 384,152 | 380,682 | 325,249 | ||||
Warrants outstanding, RTO adjustment | [1] | 53,507 | ||||||
Warrants outstanding, Exercised | (62,838) | (222,690) | ||||||
Warrants outstanding, Expired/cancelled | (19,935) | |||||||
Warrants outstanding, Issued | 246,095 | |||||||
Warrants outstanding, Ending balance | 325,249 | 321,314 | 384,152 | 380,682 | ||||
Broker Warrants [Member] | Minimum [Member] | ||||||||
Exercise Price | $ 0.78 | $ 1.04 | ||||||
Expiration Date | Mar. 31, 2022 | |||||||
Broker Warrants [Member] | Maximum [Member] | ||||||||
Exercise Price | $ 3 | 1.49 | ||||||
Expiration Date | Jul. 31, 2022 | |||||||
Consultant Warrants [Member] | ||||||||
Warrants outstanding, Beginning balance | 380,000 | 669,972 | [2] | 916,466 | 454,860 | |||
Warrants outstanding, RTO adjustment | [1] | 74,860 | ||||||
Warrants outstanding, Exercised | (140,000) | |||||||
Warrants outstanding, Expired/cancelled | (342,416) | (380,300) | ||||||
Warrants outstanding, Issued | 849,601 | 273,806 | ||||||
Warrants outstanding, Ending balance | 454,860 | 1,177,157 | [2] | 669,972 | [2] | 916,466 | ||
Consultant Warrants [Member] | Minimum [Member] | ||||||||
Exercise Price | $ 0.48 | 2 | ||||||
Expiration Date | Sep. 30, 2019 | |||||||
Consultant Warrants [Member] | Maximum [Member] | ||||||||
Exercise Price | $ 7.59 | $ 2.58 | ||||||
Expiration Date | Mar. 31, 2022 | |||||||
Warrants Issued on Conversion of Convertible Notes [Member] | ||||||||
Warrants outstanding, Beginning balance | 2,734,530 | |||||||
Warrants outstanding, RTO adjustment | [1] | |||||||
Warrants outstanding, Exercised | ||||||||
Warrants outstanding, Expired/cancelled | ||||||||
Warrants outstanding, Issued | 2,734,530 | |||||||
Warrants outstanding, Ending balance | 2,734,530 | 2,734,530 | ||||||
Exercise Price | $ 2 | |||||||
Warrants Issued on Conversion of Convertible Notes [Member] | Minimum [Member] | ||||||||
Expiration Date | Mar. 31, 2020 | |||||||
Warrants Issued on Conversion of Convertible Notes [Member] | Maximum [Member] | ||||||||
Expiration Date | Nov. 30, 2022 | |||||||
Private Placement Warrants [Member] | ||||||||
Warrants outstanding, Beginning balance | 1,163,722 | 390,744 | ||||||
Warrants outstanding, RTO adjustment | [1] | |||||||
Warrants outstanding, Exercised | ||||||||
Warrants outstanding, Expired/cancelled | ||||||||
Warrants outstanding, Issued | 772,978 | |||||||
Warrants outstanding, Ending balance | 1,163,722 | 1,163,722 | 390,744 | |||||
Exercise Price | $ 3 | |||||||
Private Placement Warrants [Member] | Minimum [Member] | ||||||||
Expiration Date | Apr. 30, 2020 | |||||||
Private Placement Warrants [Member] | Maximum [Member] | ||||||||
Expiration Date | Jul. 31, 2020 | |||||||
[1] | As explained above, on February 2, 2016 all outstanding warrants at that time had been increased by a factor of 1.197. | |||||||
[2] | Consultant Warrants do not include 188,806 warrants provided to an officer of the Company as compensation while he was not a member of any Company options plan, otherwise disclosed in Note 9 under stock-based compensation. |
Stockholders' Deficiency (Equ_5
Stockholders' Deficiency (Equity) - Schedule of Warrants Outstanding (Details) (Parenthetical) - USD ($) | Feb. 02, 2016 | Dec. 31, 2017 | Mar. 31, 2019 |
Warrant [Member] | |||
Exchange ratio | All outstanding warrants at that time had been increased by a factor of 1.197 | ||
Broker Warrants [Member] | |||
Number of warrants exercised | 62,838 | ||
Consultant Warrants [Member] | |||
Number of warrants exercised | 140,000 | ||
Officer compensation | $ 188,806 |
Stockholders' Deficiency (Equ_6
Stockholders' Deficiency (Equity) - Schedule of Stock Option Activities (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | |
2015 Equity Incentive Plan [Member] | ||||||
Number of options outstanding, Beginning balance | 164,590 | |||||
Number of options outstanding, Granted | 3,591,000 | |||||
Number of options outstanding, Exercised | (3,390,503) | (164,590) | (164,590) | (164,590) | (3,390,503) | |
Number of options outstanding, Cancelled | (35,907) | |||||
Number of options outstanding, Ending balance | 200,497 | 164,590 | 200,497 | |||
Weighted average exercise price, Beginning balance | $ 0.0001 | |||||
Weighted average exercise price, Granted | $ 0.0001 | 0.0001 | ||||
Weighted average exercise price, Exercised | 0.0001 | |||||
Weighted average exercise price, Cancelled | $ 0.0001 | |||||
Weighted average exercise price, Ending balance | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
2016 Equity Incentive Plan [Member] | ||||||
Number of options outstanding, Beginning balance | 4,147,498 | 2,709,998 | ||||
Number of options outstanding, Granted | 270,521 | 1,437,500 | 2,709,998 | |||
Number of options outstanding, Exercised | ||||||
Number of options outstanding, Ending balance | 4,418,019 | 4,147,498 | 2,709,998 | |||
Weighted average exercise price, Beginning balance | $ 3.2306 | $ 2.2031 | ||||
Weighted average exercise price, Granted | 1.8096 | 5.1676 | $ 2.2031 | |||
Weighted average exercise price, Exercised | ||||||
Weighted average exercise price, Ending balance | $ 3.1436 | $ 3.2306 | $ 2.2031 |
Stockholders' Deficiency (Equ_7
Stockholders' Deficiency (Equity) - Schedule of Fair Value of Option Granted using Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Expected term (Years) | 3 years | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Fair value of option | $ 0.588 | $ 1.032 | $ 0.88 |
Expected forfeiture (attrition) rate | 0.00% | 0.00% | |
Minimum [Member] | |||
Exercise price | $ 1.40 | $ 3.69 | $ 2 |
Risk free interest rate | 2.27% | 1.98% | 0.45% |
Expected term (Years) | 2 years | 1 year | |
Expected volatility | 97.80% | 139.75% | 101.00% |
Expected forfeiture (attrition) rate | 0.00% | ||
Maximum [Member] | |||
Exercise price | $ 2 | $ 7.59 | $ 2.58 |
Risk free interest rate | 2.81% | 2.39% | 1.47% |
Expected term (Years) | 3 years | 3 years | |
Expected volatility | 141.10% | 145.99% | 105.00% |
Expected forfeiture (attrition) rate | 5.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Corporate tax rate | 26.00% | |
Non-capital losses available to offset future taxable income | $ 10,103,310 | $ 4,405,959 |
Operating loss carryforwards, expiration date, description | These losses will expire between 2033 to 2036. |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net loss | $ (8,592,065) | $ (8,623,738) |
Expected income tax recovery | (2,233,937) | (2,242,172) |
Non-deductible expenses | 796,673 | 1,068,744 |
Other temporary differences | (44,048) | (41,773) |
Change in valuation allowance | 1,481,312 | 1,251,201 |
Income tax recovery |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Non-capital loss carry forwards | $ 2,626,861 | $ 1,145,549 |
Other temporary differences | 123,810 | 147,057 |
Change in valuation allowance | (2,750,671) | (1,292,606) |
Deferred tax assets |
Related Party Transactions and
Related Party Transactions and Balances - Schedule of Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Related Party Transactions [Abstract] | |||
Salary and allowance | [1] | $ 750,078 | $ 654,477 |
Stock based compensation | [2] | 1,430,663 | 1,200,617 |
Total | $ 2,180,741 | $ 1,855,094 | |
[1] | Salary and allowance include salary, car allowance, vacation pay, bonus and other allowances paid or payable to key management of the Company. | ||
[2] | Stock based compensation represent the fair value of the options, warrants and equity incentive plan for directors and key management of the Company. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Extended Maturity [Member] | |
Lease maturity date | Jun. 30, 2021 |
Upto 12th Month [Member] | |
Monthly rent | $ 16,530 |
13th to 24th Month [Member] | |
Monthly rent | 17,026 |
25th to 36th Month [Member] | |
Monthly rent | 17,536 |
Final 4 Month [Member] | |
Monthly rent | 18,062 |
July 1, 2019 to June 30, 2020 [Member] | Extended Maturity [Member] | |
Monthly rent | 18,618 |
July 1, 2020 to June 30, 2021 [Member] | Extended Maturity [Member] | |
Monthly rent | $ 19,176 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Jul. 13, 2019USD ($) |
Accredited Investors [Member] | |
Notes, principal amount | $ 923,531 |
Notes, maturity date description | The notes mature between twelve and twenty-four months from the date of issuance. |
Note discount rate | 20.00% |
Holders [Member] | Minimum [Member] | |
Notes, interest rate | 10.00% |
Equity financing excluding conversion of notes | $ 5,000,000 |
Holders [Member] | Maximum [Member] | |
Notes, interest rate | 13.00% |