Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Jul. 10, 2020 | Sep. 30, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | BIOTRICITY INC. | ||
Entity Central Index Key | 0001630113 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | 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 | $ 14,260,620 | ||
Entity Common Stock, Shares Outstanding | 33,384,753 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 949,848 | $ 63,647 |
Accounts receivable, net | 486,187 | 208,099 |
Inventory | 85,720 | 24,604 |
Deposits and other receivables | 137,074 | 161,310 |
Total current assets | 1,658,829 | 457,660 |
NON-CURRENT ASSETS | ||
Deposits and other receivables | 33,000 | 33,000 |
Long-term accounts receivable | 48,115 | |
Operating lease right-of-use assets [Note 11] | 264,472 | |
TOTAL ASSETS | 2,004,416 | 490,660 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities [Note 4] | 1,521,689 | 1,400,642 |
Convertible promissory notes and short term loans [Note 5] | 2,068,302 | 867,699 |
Operating lease obligations, current [Note 11] | 213,030 | |
Total current liabilities | 3,803,021 | 2,268,341 |
NON-CURRENT LIABILITIES | ||
Derivative liabilities [Note 6] | 1,144,733 | |
Operating lease obligations, long term [Note 11] | 57,055 | |
TOTAL LIABILITIES | 5,004,809 | 2,268,341 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock value | 1 | 1 |
Common stock, $0.001 par value, 125,000,000 authorized as at March 31, 2020 and March 31, 2019, respectively. Issued and outstanding common shares: 32,593,769 and 31,048,571 as at March 31, 2020 and 2019, respectively, and exchangeable shares of 3,788,062 and 4,313,085 outstanding as at March 31, 2020 and 2019, respectively [Note 7] | 36,382 | 35,362 |
Shares to be issued (178,750 and 62,085 shares of common stock as at March 31, 2020 and 2019, respectively) [Note 7] | 169,490 | 91,498 |
Additional paid-in-capital | 44,015,397 | 33,889,916 |
Accumulated other comprehensive loss | (857,307) | (754,963) |
Accumulated deficit | (46,364,364) | (35,039,495) |
TOTAL STOCKHOLDERS' DEFICIENCY | (3,000,393) | (1,777,681) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY (EQUITY) | 2,004,416 | 490,660 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock value | $ 8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 |
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 | 32,593,769 | 31,048,571 |
Common stock, shares outstanding | 32,593,769 | 31,048,571 |
Common stock, exchangeable shares outstanding | 3,788,062 | 4,313,085 |
Common stock, shares to be issued | 178,750 | 62,085 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | |
Preferred stock, shares issued | 7,830 | |
Preferred stock, shares outstanding | 7,830 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
REVENUE | $ 1,417,725 | $ 398,200 |
Cost of Revenue | 725,271 | 338,335 |
Gross Profit | 692,454 | 59,865 |
EXPENSES | ||
General and administrative expenses [Note 5, 7, 9 and 11] | 10,259,903 | 7,342,739 |
Research and development expenses | 1,363,235 | 1,309,191 |
TOTAL OPERATING EXPENSES | 11,623,138 | 8,651,930 |
Other income [Note 3] | (16,939) | |
Accretion expense [Note 5] | 92,416 | |
Change in fair value of derivative liabilities [Note 6] | 60,781 | |
NET LOSS BEFORE INCOME TAXES | (11,066,942) | (8,592,065) |
Income taxes [Note 8] | ||
NET LOSS BEFORE DIVIDENDS | (11,066,942) | (8,592,065) |
Less: Preferred Stock Dividends [Note 7] | 257,928 | |
NET LOSS ATTRIBUTED TO COMMON STOCKHOLDERS | (11,324,869) | (8,592,065) |
Translation adjustment | (102,344) | (111,834) |
COMPREHENSIVE LOSS | $ (11,427,213) | $ (8,703,899) |
LOSS PER SHARE, BASIC AND DILUTED | $ (0.315) | $ (0.257) |
WEIGHTED AVERAGE NUMBER OF COMMON AND EXCHANGEABLE SHARES OUTSTANDING | 35,956,180 | 33,376,068 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficiency) Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Shares to be Issued [Member] | Additional Paid in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
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 | 1,145,454 | |||
Issuance of shares for services, shares | 641,329 | 41,835 | |||||
Exercise of options and warrants for cash | $ 228 | 50,607 | 50,835 | ||||
Exercise of options and warrants for cash, shares | 227,428 | ||||||
Issuance of warrants for services | 467,411 | 467,411 | |||||
Stock based compensation - ESOP | 1,451,261 | 1,451,261 | |||||
Translation adjustment | (111,834) | (111,834) | |||||
Net loss before dividends | (8,592,065) | ||||||
Preferred stock dividends | |||||||
Net loss for the year | (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 | ||||
Issuance of shares for private placement | $ 48 | 28,518 | 28,566 | ||||
Issuance of shares for private placement, shares | 47,585 | ||||||
Issuance of shares for services | $ 972 | $ 77,992 | 665,157 | 744,121 | |||
Issuance of shares for services, shares | 972,590 | 112,505 | |||||
Issuance of warrants for services | 277,053 | 277,053 | |||||
Stock based compensation - ESOP | 2,408,713 | 2,408,713 | |||||
Translation adjustment | (102,344) | (102,344) | |||||
Issuance of preferred stock | $ 8 | 7,829,992 | 7,830,000 | ||||
Issuance of preferred stock, shares | 7,830 | ||||||
Derivative liabilities adjustment | (1,083,952) | (1,083,952) | |||||
Net loss before dividends | (11,066,942) | (11,066,942) | |||||
Preferred stock dividends | (257,928) | 257,928 | |||||
Net loss for the year | (11,324,869) | ||||||
Balance at Mar. 31, 2020 | $ 9 | $ 36,382 | $ 169,490 | $ 44,045,397 | $ (857,307) | $ (46,364,364) | $ (3,000,393) |
Balance, shares at Mar. 31, 2020 | 7,831 | 36,381,831 | 178,750 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss before dividends | $ (11,066,942) | $ (8,592,065) |
Adjustments to reconcile net loss to net cash used in operations | ||
Stock based compensation | 2,408,713 | 1,451,261 |
Issuance of shares for services | 744,121 | 1,145,455 |
Issuance of warrants for services, at fair value | 184,637 | 467,411 |
Accretion expense | 92,416 | |
Change in fair value of derivative liabilities | 60,781 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (326,203) | (208,099) |
Inventory | (61,116) | (24,604) |
Deposits and other receivables | 25,084 | (112,903) |
Accounts payable and accrued liabilities | 75,730 | 652,697 |
Net cash used in operating activities | (7,862,779) | (5,220,847) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of common shares | 28,566 | 3,638,010 |
Issuance of preferred shares | 7,830,000 | |
Proceeds from exercise of stock options and warrants | 50,835 | |
Proceeds from issuance of promissory notes and short term loans, net | 1,200,603 | 867,699 |
Preferred stock dividends paid | (180,000) | |
Net cash provided by financing activities | 8,879,168 | 4,556,544 |
Effect of foreign currency translation | (130,187) | (115,693) |
Net increase in cash during the year | 1,016,388 | (664,303) |
Cash, beginning of year | 63,647 | 843,643 |
Cash, end of year | 949,848 | 63,647 |
Supplementary Cash Flow Information | ||
Interest paid | 321,311 | 18,587 |
Taxes paid |
Nature of Operations
Nature of Operations | 12 Months Ended |
Mar. 31, 2020 | |
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 and became a wholly-owned subsidiary of Biotricity through reverse take-over. 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. |
Basis of Presentation, Measurem
Basis of Presentation, Measurement and Consolidation | 12 Months Ended |
Mar. 31, 2020 | |
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. Certain prior year amounts have been reclassified to conform to the current-year’s presentation. 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, 2020, has an accumulated deficit of 46,364,364 and a working capital deficiency of $2,144,192. The Company launched its first commercial sales program as part of a limited market release, during the year ended March 31, 2019, using an experienced professional in-house sales team. A full market release ensued during the year ended March 31, 2020. 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 a period of one year from the date of these consolidated financial statements. Pursuant to raising a net $867,699 in promissory notes and other short term loan funding in its prior fiscal year, the Company raised an additional $3,094,820 in promissory notes and short term loans during the year ended March 31, 2020. In December 2019 and January 2020, the Company issued 7,830 Series A preferred shares; 6,000 of these were issued for cash proceeds of $6,000,000 and 1,830 of these were issued on conversion of $1,830,000 of promissory notes that had previously been issued for cash proceeds in October 2019 (see Note 5, Note 6 and Note 7). During the year ended March 31, 2020, the Company also issued common shares under a registered offering outstanding, which raised proceeds of $28,565 through the issuance of 47,585 common shares. The Company also conserves its cash resources by paying certain consultants with common shares, where it would have otherwise been paid for their services using cash; during the fiscal year ended March 31, 2020, the Company issued a total of 1,089,255 common shares to various consultants and advisors, with a cumulative fair value of $744,121, recognized as general and administrative and research and development expenses, as applicable, in the statement of operations, with corresponding credit to common stock, shares to be issued, and additional paid-in-capital, respectively (see Note 7). The Company has also raised government funding provided for economic support during COVID-19, including $1.2 million raised subsequent to its fiscal 2020 year end (see Note 12 – 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, 2020 | |
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 (technology 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 device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; 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, 2020 and 2019. 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 3, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Leases On April 1, 2019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) 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 like previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 9 for further discussion. 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 April 2019, FASB also issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments and in May 2019, FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326). The ASU 2019-04 amendments affect a variety of Topics in the Codification and is part of the Board’s ongoing project on Codification improvement. The FASB received several agenda request letters asking that the Board consider amending the transition guidance for Update 2016-13. ASU 2019-05 addresses stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. For entities that have not yet adopted the amendments in Update 2016-13, the effective dates and transition requirements for the amendments related to ASU 2019-04 are the same as the effective dates and transition requirements in Update 2016-13. ASU 2019-05 is effective for entities that have adopted the amendments in Update 2016-13 for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in any interim period after the issuance of this Update as long as an entity has adopted the amendments in Update 2016-13. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections. This ASU amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. One of the changes in the ASU requires a presentation of changes in stockholders’ equity in the form of a reconciliation, either as a separate financial statement or in the notes to the financial statements, for the current and comparative year-to-date interim periods. The Company presented changes in stockholders' equity as separate financial statements for the current and comparative year-to-date interim periods beginning on April 1, 2019. The additional elements of the ASU did not have a material impact on the Company's consolidated financial statements. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis. That model replaces the probable, incurred loss model for those assets. Through the amendments in that Update, the Board added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. ASU 2019-11 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impacts of the provisions of ASU 2019-12 on its financial condition, results of operations, and cash flows. In March 2020, the FASB issued ASU No. 2030-20 Codification Improvements to Financial Instruments, An Amendment of the FASB Accounting Standards Codification: a)in ASU No. 2016-01, b) in Subtopic 820-10, c) for depository and lending institutions clarification in disclosure requirements, d) in Subtopic 470-50, e) in Subtopic 820-10, f) Interaction of Topic 842 and Topic 326, g) Interaction of the guidance in Topic 326 and Subtopic 860-20.The amendments in this Update represent changes to clarify or improve the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. For public business entities updates under the following paragraphs: a), b), d) and e) are effective upon issuance of this final update. The effective date for c) is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. 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, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at March 31, 2019 As at March 31, 2018 $ $ Trade and other payables 1,094,072 878,453 Accrued liabilities 427,617 522,189 1,521,689 1,400,642 Trade and other payables and accrued liabilities as at March 31, 2020 and 2019 include $379,881 and $277,278, respectively, due to a shareholder, who is a Director and executive of the Company. |
Convertible Promissory Notes an
Convertible Promissory Notes and Short Term Loans | 12 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes and Short Term Loans | 5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS 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. The Company raised an additional $3,094,820 in promissory notes and short term loans during the year ended March 31, 2020. The promissory notes are generally for a 1-year term at interest rates of between 10%, and 12% with allowance for the Company to repay early, and the possibility to convert into equity on the basis of mutual consent. Pursuant to certain promissory notes issuance, warrants to purchase the Company’s shares of common stock were granted, and the Company has determined the fair value of those warrants and bifurcated $92,416 from the proceeds received during the year ended March 31, 2020 with a credit to additional paid-in capital (Note 7). For the year then ended, accretion of interest in the amount of $92,416 was charged to the statement of operations. During the year ended March 31, 2020, $1,830,000 of the promissory notes that had previously been issued for cash proceeds were converted in the Company’s Series A Preferred Stock (Note 7). 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 $263,779 and $11,669 for the year ended March 31, 2020 and 2019, respectively. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 6. DERIVATIVE LIABILITIES On December 19, 2019 and January 9, 2020, the Company issued 7,830 Series A preferred shares; 6,000 of these were issued for cash proceeds of $6,000,000 and 1,830 of these were issued on conversion of $1,830,000 of promissory notes that had previously been issued for cash proceeds in October 2019 (see Note 5 and Note 7). The Company analyzed the compound features of variable conversion and redemption embedded in this instrument, for potential derivative accounting treatment on the basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities), Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity instrument, treated as a derivative liability, and measured at fair value. Total $ Derivative liabilities as at March 31, 2019 - Derivative fair value at issuance 1,083,952 Change in fair value of derivatives 60,781 Derivative liabilities as at March 31, 2020 $ 1,144,733 The lattice methodology was used to value the derivative components, using the following assumptions: Assumptions Dividend yield 12 % Risk-free rate for term 0.62% – 1.14 % Volatility 118.8% – to 198.3 % Remaining terms (Years) 0.01 – 1.0 Stock price ($ per share) $0.650 and $0.974 |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficiency | 7. STOCKHOLDERS’ DEFICIENCY a) Authorized and Issued Stock As at March 31, 2020, the Company is authorized to issue 125,000,000 (March 31, 2019 – 125,000,000) shares of common stock ($0.001 par value), and 10,000,000 (March 31, 2019 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31, 2019 – nil) are designated shares of Series A preferred stock ($0.001 par value) At March 31, 2020, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 36,381,831 (2019 – 35,361,656) shares; these were comprised of 32,593,769 (2019 – 31,048,571) shares of common stock and3,788,062 (2019 – 4,313,085) exchangeable shares. At March 31, 2020, there were 7,830 Series A shares of Preferred Stock that were issued and outstanding (2019 – nil). There was also 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, 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 and additional 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. Share issuances during the year ended March 31, 2020 On December 19, 2019, the Company issued 6,000 shares of Series A preferred stock in a private placement for gross proceeds of $6,000,000 (see Note 6). The shares are convertible into common stock of the Company at a conversion price equal to the greater of $0.001 or a 15% discount to the 5-day volume weighted price at the time of conversion. The conversion rights commence 24 months after issuance, but conversion is limited to 5% of the aggregate purchase price of the holder on a monthly basis thereafter. Alternatively, the shares are convertible into common stock at a 15% discount to any qualified future common stock financing conducted by the Company. The Company may redeem the shares after 1 year for 110% of the purchase price plus accrued dividends. The preferred stock bears a dividend rate of 12% per annum. On January 9, 2020, the Company issued a further 1,830 of Series A preferred stock with same terms on conversion of $1,830,000 of promissory notes that had previously been issued for cash proceeds in 2019 (see Note 5). During the year ended March 31, 2020, the Company accrued dividends in amount of $257,927 and made a payment in amount of $180,000. In May and July 2019, the Company issued 47,585 shares of common stock under a registered offering outstanding in the previous fiscal year, which raised proceeds of $28,565. During the year ended March 31, 2019, the Company issued a total of 972,950 shares of common stock and recognized its obligations to issue a total of 178,750 shares of common stock to various consultants and advisors, with a cumulative fair value of $666,129 and $169,490, respectively, or $835,619 in total; these costs were recognized as general and administrative and research and development expenses, as applicable, in the statement of operations, with corresponding credit to common stock, shares to be issued, and additional paid-in-capital, respectively. During the year ended March 31, 2020, the Company also issued an aggregate of 525,023 shares of its common stock to investors as part of the one-for-one exchange of previously issued exchangeable shares into the Company’s Common Stock, which is a non-cash transaction. No options or warrants were exercised during this period. d) Shares to be issued As of March 31, 2020, the Company had recognized its contractual obligations to issue a total of 178,750 shares of common stock to consultants, advisors and other service providers, (as explained in paragraph c, above). The fair value of these shares amounted to $169,490 and has been expensed to general and administrative and research and development expenses in the consolidated statements 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. 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, 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. There was no exercise of warrants during the year ended March 31, 2020. f) Warrant issuances 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 during the year ended March 31, 2020 During the year ended March 31, 2020, the Company issued 1,021,430 warrants, respectively, as compensation for advisor and consultant services and certain promissory noteholders (Note 5), which were fair valued at $277,053. Warrants issued to advisors and consultants were expensed in general and administrative expenses and amounted to $184,637, for the year ended March 31, 2020. Warrants issued to promissory notes holders were credited to additional paid-in capital in amount of $92,416 (Note 5). Their fair value has been estimated using a multi-nomial lattice model with an expected life of 2 to 3 years, risk free rates of 0.22% to 1.71%, stock price of $0.52 to $0.974 and expected volatility of 114.3% to 132.2%. Warrant issuances, exercises and expirations or cancellations during the years ended March 31, 2020 and 2019, were as follows, resulting in warrants outstanding at the end of those respective periods: Broker Warrants Consultant and Noteholder Warrants Warrants Issued on Conversion of Convertible Notes 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 Less: Expired/cancelled - (148,750 ) - - (148,750 ) Add: Issued - 1,021,430 - - 1,021,430 As at March 31, 2020 321,314 2,049,837 ** 2,734,530 1,163,722 6,269,403 Exercise Price $0.78-$3.00 $0.48-$7.59 2.00 3.00 Expiration Date March 2022 to July 2022 April 2020 to March 2023 March 2020 to November 2022 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 $.0001 under this plan. These options now represent the right to purchase shares of the Company’s common stock using the same exchange ratio of approximately 1.1969:1, thus there were 164,590 (35,907 had been cancelled) adjusted unvested options as at March 31, 2018. The remaining 164,590 options were exercised during the year ended March 31, 2019. No other grants will be made under this plan. The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) 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, 2020 and 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 under general and administrative expenses with corresponding credit to additional paid in capital. Based on the 2016 Option Plan, the Company is authorized to issue employee options with a 10-year term. On March 31, 2020, the Company’s Board of Directors approved the amendment of certain prior options grants, issued to current employees, previously issued with a 3-year term, such that the respective options issued under these agreements would have their term extended to 10 years. The Company revalued these options use g a lattice model with an expected life of 10 years, risk free rates of 0.46% to 0.75%, stock price of $0.974 and expected volatility of 132.2%, in order to recognize the additional expense associated with the longer term and recognized a one-time charge of $1,600,515 in share-based compensation, with a corresponding adjustment to adjusted paid in capital. During the year ended March 31, 2020, an additional 88,100 stock options were granted with a weighted average remaining contractual life from 2.76 to 9.51 years. The Company recorded stock-based compensation of $2,408,713 in connection with ESOP 2016 Plan under general and administrative expenses with corresponding credit to additional paid in capital. Number of options Weighted average exercise price ($) 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 Granted 88,100 0.7763 Expired (112,509 ) 2.723 Exercised - - Outstanding as of March 31, 2020 4,393,610 3.1069 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 : 2020 2019 2018 Exercise price ($) 1.40-2.00 1.40-2.00 3.69-7.59 Risk free interest rate (%) 0.52-2.81 2.27-2.81 1.98-2.39 Expected term (Years) 2.0-3.0 2.0-3.0 3.0 Expected volatility (%) 97.8-141.1 97.8-141.1 139.75-145.99 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 0.76 0.588 1.032 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 The intrinsic value of all the options as at March 31, 2020 were zero. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Text Block [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 (11,066,942 ) (8,952,065 ) Expected income tax recovery (2,877,405 ) (2,233,937 ) Non-deductible expenses 912,038 796,673 Other temporary differences (43,975 ) (44,048 ) Change in valuation allowance 2,009,342 1,481,312 - - Deferred tax assets As at As at $ $ Non-capital loss carry forwards 4,636,203 2,626,861 Other temporary differences 79,834 123,810 Valuation allowance (4,716,037 ) (2,750,671 ) - - As of March 31, 2020 and 2019, 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, 2020, and 2019 the Company has approximately $17,831,550 and $10,103,310, respectively, of non-capital losses available to offset future taxable income. These losses will expire between 2034 to 2037. As of March 31, 2020, and 2019 the Company is not subject to any uncertain tax positions. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2020 | |
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* 854,000 750,078 Stock based compensation** 2,393,343 1,430,663 Total 3,247,343 2,180,741 * 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, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES There are no claims against the company that were assessed as significant, which were outstanding as at March 31, 2020 and, consequently, no provision for such has been recognized in the consolidated financial statements. |
Operating Lease Right-of-Use As
Operating Lease Right-of-Use Assets and Lease Obligations | 12 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Operating Lease Right-Of-Use Assets and Lease Obligations | 11. OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS The Company has one operating lease primarily for office and administration. The Company adopted ASC 842 – Leases using the modified retrospective cumulative catch-up approach beginning on April 1, 2019. Under this approach, the Company did not restate its comparative amounts and recognized a right-of-use asset equal to the present value of the future lease payments. The Company elected to apply the practical expedient to only transition contracts which were previously identified as leases and elected to not recognize right-of-use assets and lease obligations for leases of low value assets. When measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate at April 1, 2019. The weighted-average-rate applied is 10%. $ Operating lease right-of-use asset - initial recognition 413,236 Amortization for the year (148,764 ) Balance at March 31, 2020 264,472 Operating lease obligation - initial recognition 413,236 Repayment and interest accretion (143,151 ) Balance at March 31, 2020 270,085 Current portion of operating lease obligation 213,030 Noncurrent portion of operating lease obligation 57,055 The operating lease expense was $173,175 for the year ended March 31, 2020 and included in the General and administrative expenses. The following table represents the contractual undiscounted cash flows for lease obligations as at March 31, 2020. $ Less than one year 228,443 Beyond one year 57,530 Total undiscounted lease obligations 285,973 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to July 10, 2020, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: Payment Protection Program (“PPP”) Loan In April and May 2020, Biotricity received loan proceeds of $1.2 million (the “PPP Loan”) under the Paycheck Protection Program established by the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (“SBA”), as well as a further $379,000 federal Emergency Injury Disaster loan (“EIDL”). The unsecured PPL Loan is evidenced by a promissory note (the “Note”), between the Company and the lending financial institution (the “Lender”). The Note has a two-year term, bears interest at the rate of 1.0% per annum, and may be prepaid at any time without payment of any premium. No payments of principal or interest are due during the six-month period beginning on the date of the Note (the “Deferral Period”). The principal and accrued interest under the Note is forgivable under certain specified circumstances if the Company uses the PPP Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP requirements. In order to obtain forgiveness of the PPP Loan, the Company must submit a request and provide satisfactory documentation regarding its compliance with applicable requirements. The Company must repay any unforgiven principal amount of the Note, with interest, on a monthly basis following the Deferral Period. The Company has indicated that it intends to use the PPP Loan for qualifying expenses, though no assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
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 (technology 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 device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; 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, 2020 and 2019. |
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 3, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
Leases | Leases On April 1, 2019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) 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 like previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 9 for further discussion. |
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 April 2019, FASB also issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments and in May 2019, FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326). The ASU 2019-04 amendments affect a variety of Topics in the Codification and is part of the Board’s ongoing project on Codification improvement. The FASB received several agenda request letters asking that the Board consider amending the transition guidance for Update 2016-13. ASU 2019-05 addresses stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. For entities that have not yet adopted the amendments in Update 2016-13, the effective dates and transition requirements for the amendments related to ASU 2019-04 are the same as the effective dates and transition requirements in Update 2016-13. ASU 2019-05 is effective for entities that have adopted the amendments in Update 2016-13 for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in any interim period after the issuance of this Update as long as an entity has adopted the amendments in Update 2016-13. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections. This ASU amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. One of the changes in the ASU requires a presentation of changes in stockholders’ equity in the form of a reconciliation, either as a separate financial statement or in the notes to the financial statements, for the current and comparative year-to-date interim periods. The Company presented changes in stockholders' equity as separate financial statements for the current and comparative year-to-date interim periods beginning on April 1, 2019. The additional elements of the ASU did not have a material impact on the Company's consolidated financial statements. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis. That model replaces the probable, incurred loss model for those assets. Through the amendments in that Update, the Board added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. ASU 2019-11 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impacts of the provisions of ASU 2019-12 on its financial condition, results of operations, and cash flows. In March 2020, the FASB issued ASU No. 2030-20 Codification Improvements to Financial Instruments, An Amendment of the FASB Accounting Standards Codification: a)in ASU No. 2016-01, b) in Subtopic 820-10, c) for depository and lending institutions clarification in disclosure requirements, d) in Subtopic 470-50, e) in Subtopic 820-10, f) Interaction of Topic 842 and Topic 326, g) Interaction of the guidance in Topic 326 and Subtopic 860-20.The amendments in this Update represent changes to clarify or improve the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. For public business entities updates under the following paragraphs: a), b), d) and e) are effective upon issuance of this final update. The effective date for c) is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. 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, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | As at March 31, 2019 As at March 31, 2018 $ $ Trade and other payables 1,094,072 878,453 Accrued liabilities 427,617 522,189 1,521,689 1,400,642 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities | The Company analyzed the compound features of variable conversion and redemption embedded in this instrument, for potential derivative accounting treatment on the basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities), Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity instrument, treated as a derivative liability, and measured at fair value. Total $ Derivative liabilities as at March 31, 2019 - Derivative fair value at issuance 1,083,952 Change in fair value of derivatives 60,781 Derivative liabilities as at March 31, 2020 $ 1,144,733 |
Schedule of Derivative Components Valuation Assumptions | The lattice methodology was used to value the derivative components, using the following assumptions: Assumptions Dividend yield 12 % Risk-free rate for term 0.62% – 1.14 % Volatility 118.8% – to 198.3 % Remaining terms (Years) 0.01 – 1.0 Stock price ($ per share) $0.650 and $0.974 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Schedule of Warrants Outstanding | Warrant issuances, exercises and expirations or cancellations during the years ended March 31, 2020 and 2019, were as follows, resulting in warrants outstanding at the end of those respective periods: Broker Warrants Consultant and Noteholder Warrants Warrants Issued on Conversion of Convertible Notes 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 Less: Expired/cancelled - (148,750 ) - - (148,750 ) Add: Issued - 1,021,430 - - 1,021,430 As at March 31, 2020 321,314 2,049,837 ** 2,734,530 1,163,722 6,269,403 Exercise Price $0.78-$3.00 $0.48-$7.59 2.00 3.00 Expiration Date March 2022 to July 2022 April 2020 to March 2023 March 2020 to November 2022 April 2020 to July 2020 *As explained above, on February 2, 2016 all outstanding warrants at that time had been increased by a factor of 1.197. **Consultant Warrants do not include 188,806 warrants provided to an officer of the Company as compensation while he was not a member of any Company options plan, otherwise disclosed in Note 9 under stock-based compensation. |
Schedule of Fair Value of Option Granted Using Valuation Assumptions | The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31 : 2020 2019 2018 Exercise price ($) 1.40-2.00 1.40-2.00 3.69-7.59 Risk free interest rate (%) 0.52-2.81 2.27-2.81 1.98-2.39 Expected term (Years) 2.0-3.0 2.0-3.0 3.0 Expected volatility (%) 97.8-141.1 97.8-141.1 139.75-145.99 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 0.76 0.588 1.032 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 |
2015 Equity Incentive Plan [Member] | |
Schedule of Stock Option Activities | The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) 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, 2020 and 2019 - - |
2016 Equity Incentive Plan [Member] | |
Schedule of Stock Option Activities | Number of options Weighted average exercise price ($) 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 Granted 88,100 0.7763 Expired (112,509 ) 2.723 Exercised - - Outstanding as of March 31, 2020 4,393,610 3.1069 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | 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 (11,066,942 ) (8,952,065 ) Expected income tax recovery (2,877,405 ) (2,233,937 ) Non-deductible expenses 912,038 796,673 Other temporary differences (43,975 ) (44,048 ) Change in valuation allowance 2,009,342 1,481,312 - - |
Schedule of Deferred Tax Assets | Deferred tax assets As at As at $ $ Non-capital loss carry forwards 4,636,203 2,626,861 Other temporary differences 79,834 123,810 Valuation allowance (4,716,037 ) (2,750,671 ) - - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Other than disclosed elsewhere in the Company’s consolidated financial statements, related party transactions are as follows. Year ended Year ended $ $ Salary and allowance* 854,000 750,078 Stock based compensation** 2,393,343 1,430,663 Total 3,247,343 2,180,741 * 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. |
Operating Lease Right-of-Use _2
Operating Lease Right-of-Use Assets and Lease Obligations (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Schedule of Operating Leases Obligations | $ Operating lease right-of-use asset - initial recognition 413,236 Amortization for the year (148,764 ) Balance at March 31, 2020 264,472 Operating lease obligation - initial recognition 413,236 Repayment and interest accretion (143,151 ) Balance at March 31, 2020 270,085 Current portion of operating lease obligation 213,030 Noncurrent portion of operating lease obligation 57,055 |
Schedule of Contractual Undiscounted Cash Flows for Lease Obligation | The following table represents the contractual undiscounted cash flows for lease obligations as at March 31, 2020. $ Less than one year 228,443 Beyond one year 57,530 Total undiscounted lease obligations 285,973 |
Basis of Presentation, Measur_2
Basis of Presentation, Measurement and Consolidation (Details Narrative) - USD ($) | Jan. 09, 2020 | Jan. 09, 2020 | Dec. 19, 2019 | Jan. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Accumulated deficit | $ (46,364,364) | $ (35,039,495) | ||||||
Working capital deficit | $ 2,144,192 | |||||||
Preferred stock, shares issued | 1 | 1 | ||||||
Proceeds from preferred stock | $ 7,830,000 | |||||||
Issuance of shares for services, value | 744,121 | $ 1,145,454 | ||||||
COVID-19 [Member] | ||||||||
Funds raised | $ 1,200,000 | |||||||
Common Stock [Member] | ||||||||
Stock issued during the period, shares | 47,585 | 2,635,353 | ||||||
Proceeds from private offering | $ 28,565 | |||||||
Number of shares issued for services | 972,590 | 641,329 | ||||||
Issuance of shares for services, value | $ 972 | $ 641 | ||||||
Common Stock [Member] | Consultants and Advisors [Member] | General and Administrative and Research and Development Expenses [Member] | ||||||||
Number of shares issued for services | 1,089,255 | |||||||
Issuance of shares for services, value | $ 744,121 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 7,830 | 7,830 | 7,830 | 7,830 | 7,830 | 7,830 | ||
Stock issued during the period, shares | 6,000 | 6,000 | 6,000 | 6,000 | ||||
Proceeds from preferred stock | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | ||||
Promissory Note and Other Net Short-Term Funding [Member] | ||||||||
Issuance value of debt, outstanding | $ 867,699 | |||||||
Promissory Note and Short-Term Loans [Member] | ||||||||
Issuance value of debt, outstanding | $ 3,094,820 | |||||||
Promissory Notes [Member] | ||||||||
Conversion of stock, shares | 1,830 | 1,830 | ||||||
Proceeds from convertible notes payable | $ 1,830,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Potentially dilutive shares outstanding |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Payables and Accruals [Abstract] | ||
Trade and other payables and accrued liabilities | $ 379,881 | $ 277,278 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Payables and Accruals [Abstract] | ||
Trade and other payables | $ 1,094,072 | $ 878,453 |
Accrued liabilities | 427,617 | 522,189 |
Accounts payable and accrued liabilities | $ 1,521,689 | $ 1,400,642 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Short Term Loans (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accretion of interest | $ 92,416 | |
General and administrative expenses | 10,259,903 | 7,342,739 |
Promissory Notes [Member] | Interest Expense [Member] | ||
General and administrative expenses | 263,779 | $ 11,669 |
Promissory Notes [Member] | Accredited Investors [Member] | ||
Debt face value | $ 867,699 | |
Debt instrument term | 1 year | 1 year |
Debt interest rate | 10.00% | |
Proceeds from issuance of warrants | $ 92,416 | |
Accretion of interest | 92,416 | |
General and administrative expenses | $ 184,637 | |
Promissory Notes [Member] | Accredited Investors [Member] | Maximum [Member] | ||
Debt interest rate | 12.00% | |
Promissory Notes [Member] | Certain Investors [Member] | ||
Proceeds from convertible notes payable | $ 1,830,000 | |
Promissory Notes and Short Term Loans [Member] | Accredited Investors [Member] | ||
Debt face value | $ 3,094,820 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | Jan. 09, 2020 | Jan. 09, 2020 | Dec. 19, 2019 | Jan. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Proceeds from preferred stock | $ 7,830,000 | |||||||
Preferred stock, shares issued | 1 | 1 | ||||||
Promissory Notes [Member] | ||||||||
Conversion of stock, shares | 1,830 | 1,830 | ||||||
Proceeds from convertible notes payable | $ 1,830,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Proceeds from preferred stock | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | ||||
Preferred stock, shares issued | 7,830 | 7,830 | 7,830 | 7,830 | 7,830 | 7,830 | ||
Stock issued during the period, shares | 6,000 | 6,000 | 6,000 | 6,000 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities (Details) | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liabilities, beginning balance | |
Derivative fair value at issuance | 1,083,952 |
Change in fair value of derivatives | 60,781 |
Derivative liabilities, ending balance | $ 1,144,733 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Derivative Components Valuation Assumptions (Details) | 12 Months Ended |
Mar. 31, 2020$ / shares | |
Minimum [Member] | |
Stock price | $ 0.650 |
Maximum [Member] | |
Stock price | $ 0.974 |
Dividend Yield [Member] | |
Derivative liability, measurement input | 12 |
Risk-Free Rate for Term [Member] | Minimum [Member] | |
Derivative liability, measurement input | 0.62 |
Risk-Free Rate for Term [Member] | Maximum [Member] | |
Derivative liability, measurement input | 1.14 |
Volatility [Member] | Minimum [Member] | |
Derivative liability, measurement input | 118.8 |
Volatility [Member] | Maximum [Member] | |
Derivative liability, measurement input | 198.3 |
Remaining Terms (Years) [Member] | Minimum [Member] | |
Derivative liability, remaining term (Years) | 4 days |
Remaining Terms (Years) [Member] | Maximum [Member] | |
Derivative liability, remaining term (Years) | 1 year |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Jan. 09, 2020 | Jan. 09, 2020 | Dec. 19, 2019 | Feb. 02, 2016 | Feb. 02, 2016 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 19, 2019 | Oct. 31, 2019 | Jul. 31, 2019 | May 31, 2019 | Mar. 31, 2018 | Jul. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | Mar. 30, 2015 |
Common stock, shares authorized | 125,000,000 | 125,000,000 | ||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Shares exchangeable into equivalent common shares, issued | 36,381,831 | 35,361,656 | ||||||||||||||||||
Shares exchangeable into equivalent common shares, outstanding | 36,381,831 | 35,361,656 | ||||||||||||||||||
Common stock, shares issued | 32,593,769 | 31,048,571 | ||||||||||||||||||
Common stock, shares outstanding | 32,593,769 | 31,048,571 | ||||||||||||||||||
Exchangeable shares outstanding | 3,788,062 | 4,313,085 | ||||||||||||||||||
Preferred stock, shares issued | 1 | 1 | ||||||||||||||||||
Number of common shares issued, value | $ 28,566 | $ 3,718,010 | ||||||||||||||||||
Accrued preferred stock dividends | 257,927 | |||||||||||||||||||
Dividends paid | 180,000 | |||||||||||||||||||
Issuance of shares for services, value | 744,121 | 1,145,454 | ||||||||||||||||||
General and administrative and research and development expenses | 10,259,903 | 7,342,739 | ||||||||||||||||||
Research and development expenses | $ 1,363,235 | $ 1,309,191 | ||||||||||||||||||
Expected life | 3 years | |||||||||||||||||||
Stock price | $ 1.032 | $ 0.76 | $ 0.588 | $ 1.032 | ||||||||||||||||
Stock based compensation | $ 2,408,713 | $ 1,451,261 | ||||||||||||||||||
2015 Equity Incentive Plan [Member] | ||||||||||||||||||||
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 | 137,500 | 137,500 | |||||||||||||||||
Options exercise price | $ 0.0001 | $ 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 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. | |||||||||||||||||||
Number of options granted | 3,591,000 | |||||||||||||||||||
Number of options granted, exercise price | $ 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 | $ 3.2306 | $ 3.1069 | $ 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 | 1,437,500 | 88,100 | 270,521 | 1,437,500 | 2,709,998 | |||||||||||||||
Number of options granted, exercise price | $ 0.7763 | $ 1.8096 | $ 5.1676 | $ 2.2031 | ||||||||||||||||
Stock based compensation | $ 1,451,261 | |||||||||||||||||||
2016 Equity Incentive Plan One [Member] | ||||||||||||||||||||
Number of options granted | 88,100 | |||||||||||||||||||
Stock based compensation | $ 2,408,713 | |||||||||||||||||||
Intrinsic value of options | $ 0 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Expected life | 2 years | 2 years | ||||||||||||||||||
Risk free rate | 0.52% | 2.27% | 1.98% | |||||||||||||||||
Minimum [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||||||||
Weighted average remaining contractual life | 2 years 9 months 3 days | 2 years 9 months 3 days | ||||||||||||||||||
Minimum [Member] | 2016 Equity Incentive Plan One [Member] | ||||||||||||||||||||
Weighted average remaining contractual life | 2 years 9 months 3 days | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Expected life | 3 years | 3 years | ||||||||||||||||||
Risk free rate | 2.81% | 2.81% | 2.39% | |||||||||||||||||
Maximum [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||||||||
Weighted average remaining contractual life | 9 years 6 months 3 days | 9 years 6 months 3 days | ||||||||||||||||||
Maximum [Member] | 2016 Equity Incentive Plan One [Member] | ||||||||||||||||||||
Weighted average remaining contractual life | 9 years 6 months 3 days | |||||||||||||||||||
Issuance of Common Shares [Member] | ||||||||||||||||||||
Number of common shares issued, shares | 972,950 | |||||||||||||||||||
Number of common shares issued, value | $ 666,129 | |||||||||||||||||||
General and administrative and research and development expenses | $ 835,619 | |||||||||||||||||||
Employee Stock Options [Member] | ||||||||||||||||||||
Number of common stock option exercise | 227,428 | |||||||||||||||||||
Promissory Notes [Member] | ||||||||||||||||||||
Conversion of stock, shares | 1,830 | 1,830 | ||||||||||||||||||
Conversion of stock | $ 1,830,000 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Exchange ratio | All outstanding warrants at that time had been increased by a factor of 1.197. | |||||||||||||||||||
Registered Offering [Member] | ||||||||||||||||||||
Number of common shares issued, shares | 47,585 | 47,585 | 2,635,353 | |||||||||||||||||
Proceeds from private offering | $ 28,565 | $ 28,565 | $ 3,718,010 | |||||||||||||||||
Stock issuance cost | $ 80,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Number of common shares issued, shares | 47,585 | 2,635,353 | ||||||||||||||||||
Number of common shares issued, value | $ 48 | $ 2,635 | ||||||||||||||||||
Proceeds from private offering | $ 28,565 | |||||||||||||||||||
Number of shares issued for services | 972,590 | 641,329 | ||||||||||||||||||
Issuance of shares for services, value | $ 972 | $ 641 | ||||||||||||||||||
General and administrative and research and development expenses | 1,145,455 | |||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||
Proceeds from warrants exercise | $ 50,835 | |||||||||||||||||||
Various Consultants [Member] | Common Stock [Member] | ||||||||||||||||||||
Number of common shares issued, shares | 41,835 | |||||||||||||||||||
Various Consultants and Advisors [Member] | Issuance of Common Shares [Member] | ||||||||||||||||||||
Number of common shares issued, shares | 174,590 | |||||||||||||||||||
Number of common shares issued, value | $ 169,490 | |||||||||||||||||||
Investors [Member] | Common Stock [Member] | ||||||||||||||||||||
Number of common shares issued, shares | 525,023 | |||||||||||||||||||
Consultants, Advisors and Other Service Providers [Member] | Common Stock [Member] | ||||||||||||||||||||
Number of shares issued for services | 178,750 | 62,085 | ||||||||||||||||||
Issuance of shares for services, value | $ 169,490 | $ 91,498 | ||||||||||||||||||
Research and development expenses | $ 169,490 | |||||||||||||||||||
Consultants and Advisors [Member] | ||||||||||||||||||||
Proceeds from warrants exercise | $ 50,835 | |||||||||||||||||||
Number of warrants issued | 62,838 | |||||||||||||||||||
Warrants exercise price | $ 0.81 | |||||||||||||||||||
Advisor and Consultant [Member] | ||||||||||||||||||||
Number of common stock compensation for services | 1,021,430 | 849,601 | ||||||||||||||||||
Number of common stock compensation for services, value | $ 277,053 | $ 467,411 | ||||||||||||||||||
Advisor and Consultant [Member] | Warrant [Member] | Minimum [Member] | ||||||||||||||||||||
Expected life | 2 years | 2 years | ||||||||||||||||||
Risk free rate | 0.22% | 2.13% | ||||||||||||||||||
Stock price | $ 0.974 | $ 0.48 | ||||||||||||||||||
Expected volatility | 114.30% | 97.80% | ||||||||||||||||||
Advisor and Consultant [Member] | Warrant [Member] | Maximum [Member] | ||||||||||||||||||||
Expected life | 3 years | 3 years | ||||||||||||||||||
Risk free rate | 1.71% | 2.81% | ||||||||||||||||||
Stock price | $ 0.52 | $ 4.15 | ||||||||||||||||||
Expected volatility | 132.20% | 141.10% | ||||||||||||||||||
Accredited Investors [Member] | Promissory Notes [Member] | ||||||||||||||||||||
General and administrative and research and development expenses | $ 184,637 | |||||||||||||||||||
Proceeds from issuance of warrants | $ 92,416 | |||||||||||||||||||
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, shares | 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] | Sole Chief Executive Officer and Sole Officer [Member] | ||||||||||||||||||||
Common stock, shares outstanding | 6,500,000 | 6,500,000 | ||||||||||||||||||
Exchange Agreement [Member] | Exchangeco [Member] | ||||||||||||||||||||
Common stock exchange description | 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of the Company held. | |||||||||||||||||||
Number of exchangeable shares issued | 9,123,031 | |||||||||||||||||||
Pre-Exchange Agreement [Member] | 2015 Equity Incentive Plan [Member] | ||||||||||||||||||||
Number of common stock option exercise | 2,832,500 | |||||||||||||||||||
Issuance of Employee Options [Member] | 2016 Equity Incentive Plan One [Member] | ||||||||||||||||||||
Stock price | $ 0.974 | |||||||||||||||||||
Expected volatility | 132.20% | |||||||||||||||||||
Weighted average remaining contractual life | 10 years | |||||||||||||||||||
Stock based compensation | $ 1,600,515 | |||||||||||||||||||
Issuance of Employee Options [Member] | Minimum [Member] | 2016 Equity Incentive Plan One [Member] | ||||||||||||||||||||
Risk free rate | 0.46% | |||||||||||||||||||
Issuance of Employee Options [Member] | Maximum [Member] | 2016 Equity Incentive Plan One [Member] | ||||||||||||||||||||
Risk free rate | 0.75% | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred stock, shares issued | 7,830 | 7,830 | 7,830 | 7,830 | 7,830 | 7,830 | 7,830 | |||||||||||||
Number of common shares issued, shares | 6,000 | 6,000 | 6,000 | 6,000 | ||||||||||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Number of exchangeable shares issued | 6,000 | |||||||||||||||||||
Proceeds from private offering | $ 6,000,000 | |||||||||||||||||||
Preferred stock, conversion method on issuance, description | The shares are convertible into common stock of the Company at a conversion price equal to the greater of $0.001 or a 15% discount to the 5-day volume weighted price at the time of conversion. The conversion rights commence 24 months after issuance, but conversion is limited to 5% of the aggregate purchase price of the holder on a monthly basis thereafter. Alternatively, the shares are convertible into common stock at a 15% discount to any qualified future common stock financing conducted by the Company. The Company may redeem the shares after 1 year for 110% of the purchase price plus accrued dividends. The preferred stock bears a dividend rate of 12% per annum |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Outstanding (Details) - $ / shares | 12 Months Ended | 15 Months Ended | ||||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |||||
Warrants outstanding, Beginning balance | 5,396,723 | 4,952,376 | 1,687,892 | 651,742 | ||||
Warrants outstanding, RTO adjustment | [1] | 128,367 | ||||||
Warrants outstanding, After RTO | 780,109 | |||||||
Warrants outstanding, Exercised | (62,838) | (362,690) | (131,365) | |||||
Warrants outstanding, Expired/cancelled | (148,750) | (342,416) | (400,235) | (285,279) | ||||
Warrants outstanding, Issued | 1,021,430 | 849,601 | 4,027,409 | 1,324,427 | ||||
Warrants outstanding, Ending balance | 6,269,403 | 5,396,723 | 4,952,376 | 1,687,892 | ||||
Broker Warrants [Member] | ||||||||
Warrants outstanding, Beginning balance | 321,314 | 384,152 | 380,682 | 271,742 | ||||
Warrants outstanding, RTO adjustment | [1] | 53,507 | ||||||
Warrants outstanding, After RTO | 325,249 | |||||||
Warrants outstanding, Exercised | (62,838) | (222,690) | ||||||
Warrants outstanding, Expired/cancelled | (19,935) | |||||||
Warrants outstanding, Issued | 246,095 | 55,433 | ||||||
Warrants outstanding, Ending balance | 321,314 | 321,314 | 384,152 | 380,682 | ||||
Broker Warrants [Member] | Minimum [Member] | ||||||||
Exercise Price | $ 0.78 | |||||||
Expiration Date | Mar. 31, 2022 | |||||||
Broker Warrants [Member] | Maximum [Member] | ||||||||
Exercise Price | $ 3 | |||||||
Expiration Date | Jul. 31, 2022 | |||||||
Consultant and Noteholder Warrants [Member] | ||||||||
Warrants outstanding, Beginning balance | 1,177,157 | [2] | 669,972 | [2] | 916,466 | 380,000 | ||
Warrants outstanding, RTO adjustment | [1] | 74,860 | ||||||
Warrants outstanding, After RTO | 454,860 | |||||||
Warrants outstanding, Exercised | (140,000) | (131,365) | ||||||
Warrants outstanding, Expired/cancelled | (148,750) | (342,416) | (380,300) | (285,279) | ||||
Warrants outstanding, Issued | 1,021,430 | 849,601 | 273,806 | 878,250 | ||||
Warrants outstanding, Ending balance | 2,049,837 | [2] | 1,177,157 | [2] | 669,972 | [2] | 916,466 | |
Consultant and Noteholder Warrants [Member] | Minimum [Member] | ||||||||
Exercise Price | $ 0.48 | |||||||
Expiration Date | Apr. 30, 2020 | |||||||
Consultant and Noteholder Warrants [Member] | Maximum [Member] | ||||||||
Exercise Price | $ 7.59 | |||||||
Expiration Date | Mar. 31, 2023 | |||||||
Warrants Issued on Conversion of Convertible Notes [Member] | ||||||||
Warrants outstanding, Beginning balance | 2,734,530 | 2,734,530 | ||||||
Warrants outstanding, RTO adjustment | [1] | |||||||
Warrants outstanding, After RTO | ||||||||
Warrants outstanding, Exercised | ||||||||
Warrants outstanding, Expired/cancelled | ||||||||
Warrants outstanding, Issued | 2,734,530 | |||||||
Warrants outstanding, Ending balance | 2,734,530 | 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 | 1,163,722 | 390,744 | |||||
Warrants outstanding, RTO adjustment | [1] | |||||||
Warrants outstanding, After RTO | ||||||||
Warrants outstanding, Exercised | ||||||||
Warrants outstanding, Expired/cancelled | ||||||||
Warrants outstanding, Issued | 772,978 | 390,744 | ||||||
Warrants outstanding, Ending balance | 1,163,722 | 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 - Sc_2
Stockholders' Deficiency - Schedule of Warrants Outstanding (Details) (Parenthetical) - USD ($) | Feb. 02, 2016 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 |
Warrant [Member] | ||||
Exchange ratio | All outstanding warrants at that time had been increased by a factor of 1.197. | |||
Consultant and Noteholder Warrants [Member] | ||||
Officer compensation | $ 188,806 | $ 188,806 | $ 188,806 |
Stockholders' Deficiency (Equit
Stockholders' Deficiency (Equity) - Schedule of Stock Option Activities (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2018 | Dec. 31, 2015 | Mar. 31, 2020 | 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 | 164,590 | 200,497 | 164,590 | 200,497 | ||||
Weighted average exercise price, Beginning balance | $ 0.0001 | $ 0.0001 | ||||||
Weighted average exercise price, Granted | $ 0.0001 | |||||||
Weighted average exercise price, Exercised | 0.0001 | 0.0001 | 0.0001 | |||||
Weighted average exercise price, Cancelled | $ 0.0001 | |||||||
Weighted average exercise price, Ending balance | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
2016 Equity Incentive Plan [Member] | ||||||||
Number of options outstanding, Beginning balance | 4,418,019 | 4,147,498 | 2,709,998 | |||||
Number of options outstanding, Granted | 1,437,500 | 88,100 | 270,521 | 1,437,500 | 2,709,998 | |||
Number of options outstanding, Expired | (112,509) | |||||||
Number of options outstanding, Exercised | ||||||||
Number of options outstanding, Ending balance | 4,147,498 | 4,393,610 | 4,418,019 | 4,147,498 | 2,709,998 | |||
Weighted average exercise price, Beginning balance | $ 3.1436 | $ 3.2306 | $ 2.2031 | |||||
Weighted average exercise price, Granted | 0.7763 | 1.8096 | 5.1676 | $ 2.2031 | ||||
Weighted average exercise price, Expired | 2.723 | |||||||
Weighted average exercise price, Exercised | ||||||||
Weighted average exercise price, Ending balance | $ 3.2306 | $ 3.1069 | $ 3.1436 | $ 3.2306 | $ 2.2031 |
Stockholders' Deficiency (Equ_2
Stockholders' Deficiency (Equity) - Schedule of Fair Value of Option Granted Using Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Expected term (Years) | 3 years | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Fair value of option | $ 0.76 | $ 0.588 | $ 1.032 |
Expected forfeiture (attrition) rate | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Exercise price | $ 1.40 | $ 1.40 | $ 3.69 |
Risk free interest rate | 0.52% | 2.27% | 1.98% |
Expected term (Years) | 2 years | 2 years | |
Expected volatility | 97.80% | 97.80% | 139.75% |
Maximum [Member] | |||
Exercise price | $ 2 | $ 2 | $ 7.59 |
Risk free interest rate | 2.81% | 2.81% | 2.39% |
Expected term (Years) | 3 years | 3 years | |
Expected volatility | 141.10% | 141.10% | 145.99% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Corporate tax rate | 26.00% | |
Non-capital losses available to offset future taxable income | $ 17,831,550 | $ 10,103,310 |
Operating loss carryforwards, expiration date, description | These losses will expire between 2034 to 2037. |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net loss | $ (11,066,942) | $ (8,592,065) |
Expected income tax recovery | (2,877,405) | (2,233,937) |
Non-deductible expenses | 912,038 | 796,673 |
Other temporary differences | (43,975) | (44,048) |
Change in valuation allowance | 2,009,342 | 1,481,312 |
Income tax recovery |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Non-capital loss carry forwards | $ 4,636,203 | $ 2,626,861 |
Other temporary differences | 79,834 | 123,810 |
Valuation allowance | (4,716,037) | (2,750,671) |
Deferred tax assets |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Related Party Transactions [Abstract] | |||
Salary and allowance | [1] | $ 854,000 | $ 750,078 |
Stock based compensation | [2] | 2,393,343 | 1,430,663 |
Total | $ 3,247,343 | $ 2,180,741 | |
[1] | 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. | ||
[2] | 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. |
Operating Lease Right-of-Use _3
Operating Lease Right-of-Use Assets and Lease Obligations (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Apr. 02, 2019 | |
Operating lease, weighted average rate | 10.00% | |
General and Administrative Expense [Member] | ||
Operating lease expense | $ 173,175 |
Operating Lease Right-of-Use _4
Operating Lease Right-of-Use Assets and Lease Obligations - Schedule of Operating Leases Obligations (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Notes to Financial Statements | ||
Operating lease right-of-use asset - initial recognition | ||
Amortization for the year | (148,764) | |
Balance at March 31, 2020 | 264,472 | |
Operating lease obligation - initial recognition | 413,236 | |
Repayment and interest accretion | (143,151) | |
Balance at March 31, 2020 | 270,085 | |
Current portion of operating lease obligation | 213,030 | |
Noncurrent portion of operating lease obligation | $ 57,055 |
Operating Lease Right-Of-Use _5
Operating Lease Right-Of-Use Assets and Lease Obligations - Schedule of Contractual Undiscounted Cash Flows for Lease Obligation (Details) | Mar. 31, 2020USD ($) |
Total undiscounted lease obligations | $ 285,973 |
Less Than One Year [Member] | |
Total undiscounted lease obligations | 228,443 |
Beyond One Year [Member] | |
Total undiscounted lease obligations | $ 57,530 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
May 31, 2020 | Apr. 30, 2020 | |
Emergency Injury Disaster Loan [Member] | ||
Loan received | $ 379,000 | $ 379,000 |
Payment Protection Program [Member] | ||
Loan received | $ 1,200,000 | $ 1,200,000 |
Description on loan | The Note has a two-year term, bears interest at the rate of 1.0% per annum, and may be prepaid at any time without payment of any premium. No payments of principal or interest are due during the six-month period beginning on the date of the Note (the "Deferral Period"). | The Note has a two-year term, bears interest at the rate of 1.0% per annum, and may be prepaid at any time without payment of any premium. No payments of principal or interest are due during the six-month period beginning on the date of the Note (the "Deferral Period"). |
Interest rate | 1.00% | 1.00% |