Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 18, 2021 | Sep. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | BIOTRICITY INC. | ||
Entity Central Index Key | 0001630113 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2021 | ||
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 | $ 31,497,682 | ||
Entity Common Stock, Shares Outstanding | 37,850,064 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 2,201,562 | $ 949,848 |
Accounts receivable, net | 1,520,836 | 486,187 |
Inventory | 272,493 | 85,720 |
Deposits and other receivables | 326,664 | 137,074 |
Total current assets | 4,321,555 | 1,658,829 |
Deposits and other receivables | 33,000 | |
Long-term accounts receivable | 50,358 | 48,115 |
Operating right of use lease asset [Note 12] | 66,120 | 264,472 |
TOTAL ASSETS | 4,438,033 | 2,004,416 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities [Note 4] | 2,520,124 | 1,521,689 |
Convertible promissory notes and short term loans [Note 5] | 4,278,018 | 2,068,302 |
Derivative liabilities [Note 7] | 3,633,856 | |
Operating lease obligations, current [Note 12] | 58,257 | 213,030 |
Total current liabilities | 10,490,255 | 3,803,021 |
Federally guaranteed loans [Note 6] | 370,900 | |
Derivative liabilities [Note 7] | 410,042 | 1,144,733 |
Operating lease liability | 57,055 | |
TOTAL LIABILITIES | 11,271,197 | 5,004,809 |
STOCKHOLDERS' DEFICIENCY | ||
Common stock, $0.001 par value, 125,000,000 authorized as at March 31, 2021 and March 31, 2020, respectively. Issued and outstanding common shares: 36,124,964 and 32,593,769 as at March 31, 2021 and March 31, 2020, respectively, and exchangeable shares of 2,889,978 and 3,788,062 outstanding as at March 31, 2021 and March 31, 2020, respectively [Note 8] | 39,015 | 36,382 |
Shares to be issued (268,402 and 178,750 shares of common stock as at March 31, 2021 and March 31, 2020, respectively) [Note 8] | 280,960 | 169,490 |
Additional paid-in-capital | 56,298,726 | 44,015,397 |
Accumulated other comprehensive loss | (634,186) | (857,307) |
Accumulated deficit | (62,817,688) | (46,364,364) |
Total stockholders' DEFICIENCY | (6,833,164) | (3,000,393) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 4,438,033 | 2,004,416 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock value | $ 8 | $ 8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Mar. 31, 2020 |
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 | 36,124,964 | 32,593,769 |
Common stock, shares outstanding | 36,124,964 | 32,593,769 |
Common stock, exchangeable shares outstanding | 2,889,978 | 3,788,062 |
Common stock, shares to be issued | 268,402 | 178,750 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | |
Preferred stock, shares issued | 8,045 | 7,830 |
Preferred stock, shares outstanding | 8,045 | 7,830 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUE | $ 3,384,767 | $ 1,417,725 |
Cost of Revenue | 1,871,125 | 931,951 |
Gross profit | 1,513,642 | 485,774 |
EXPENSES | ||
General and administrative expenses [Notes 8, 9 and 10] | 12,806,306 | 10,053,223 |
Research and development expenses | 2,059,130 | 1,363,235 |
TOTAL OPERATING EXPENSES | 14,865,436 | 11,416,458 |
Other income [Note 3] | (36,636) | (16,939) |
Loss upon convertible promissory notes conversion [Note 8] | 103,735 | |
Accretion and amortization expenses [Note 5 and 7] | 2,481,155 | 92,416 |
Change in fair value of derivative liabilities [Note 7] | (408,872) | 60,781 |
NET LOSS BEFORE INCOME TAXES | (15,491,176) | (11,066,942) |
Income taxes | ||
NET LOSS BEFORE DIVIDENDS | (15,491,176) | (11,066,942) |
Less: Preferred Stock Dividends | 962,148 | 257,928 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKLHOLDERS | (16,453,324) | (11,324,870) |
Translation adjustment | 223,121 | (102,344) |
COMPREHENSIVE LOSS | $ (162,330,203) | $ (11,427,214) |
LOSS PER SHARE, BASIC AND DILUTED | $ (0.438) | $ (0.315) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 37,522,978 | 35,956,180 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 30, 2021 | Mar. 31, 2020 | |
Preferred Stock [Member] | |||
Balance | $ 9 | $ 9 | $ 1 |
Balance, shares | 7,831 | 7,831 | 1 |
Issuance of shares for private placement | |||
Issuance of shares for private placement, shares | |||
Issuance of preferred stock | $ 8 | ||
Issuance of preferred stock, shares | 215 | 7,830 | |
Derivative liabilities adjustment | |||
Issuance of investor warrants pursuant to issuance of convertible promissory notes | |||
Issuance of investor warrants pursuant to issuance of convertible promissory notes, shares | |||
Issuance of private placement warrants pursuant to issuance of convertible promissory notes | |||
Issuance of private placement warrants pursuant to issuance of convertible promissory notes, shares | |||
Conversion of convertible notes into common shares | |||
Conversion of convertible notes into common shares, shares | |||
Issuance of shares for services | |||
Issuance of shares for services, shares | |||
Issuance of shares for services and exercise warrants, net | |||
Issuance of shares for services and exercise warrants, net, shares | |||
Exercise of warrants for cash | |||
Exercise of warrants for cash, shares | |||
Issuance of warrants for services | |||
Stock based compensation - ESOP | |||
Translation adjustment | |||
Net loss before preferred stock dividends for the year | |||
Preferred stock dividends | |||
Balance | $ 9 | $ 9 | |
Balance, shares | 8,046 | 7,831 | |
Common Stock [Member] | |||
Balance | $ 36,382 | $ 36,382 | $ 35,362 |
Balance, shares | 36,381,815 | 36,381,815 | 35,361,640 |
Issuance of shares for private placement | $ 48 | ||
Issuance of shares for private placement, shares | 47,585 | ||
Issuance of preferred stock | |||
Issuance of preferred stock, shares | |||
Derivative liabilities adjustment | |||
Issuance of investor warrants pursuant to issuance of convertible promissory notes | |||
Issuance of investor warrants pursuant to issuance of convertible promissory notes, shares | |||
Issuance of private placement warrants pursuant to issuance of convertible promissory notes | |||
Conversion of convertible notes into common shares | $ 733 | ||
Conversion of convertible notes into common shares, shares | 733,085 | ||
Issuance of shares for services | $ 972 | ||
Issuance of shares for services, shares | 972,590 | ||
Issuance of shares for services and exercise warrants, net | $ 1,900 | ||
Issuance of shares for services and exercise warrants, net, shares | 1,900,042 | ||
Exercise of warrants for cash | |||
Exercise of warrants for cash, shares | |||
Issuance of warrants for services | |||
Stock based compensation - ESOP | |||
Translation adjustment | |||
Net loss before preferred stock dividends for the year | |||
Preferred stock dividends | |||
Balance | $ 39,015 | $ 36,382 | |
Balance, shares | 39,014,942 | 36,381,815 | |
Shares to be Issued [Member] | |||
Balance | $ 169,490 | $ 169,490 | $ 91,498 |
Balance, shares | 178,750 | 178,750 | 62,085 |
Issuance of shares for private placement | |||
Issuance of shares for private placement, shares | |||
Issuance of preferred stock | |||
Issuance of preferred stock, shares | |||
Derivative liabilities adjustment | |||
Issuance of investor warrants pursuant to issuance of convertible promissory notes | |||
Issuance of investor warrants pursuant to issuance of convertible promissory notes, shares | |||
Issuance of private placement warrants pursuant to issuance of convertible promissory notes | |||
Conversion of convertible notes into common shares | |||
Conversion of convertible notes into common shares, shares | |||
Issuance of shares for services | $ 77,992 | ||
Issuance of shares for services, shares | 116,665 | ||
Issuance of shares for services and exercise warrants, net | $ 111,470 | ||
Issuance of shares for services and exercise warrants, net, shares | 89,652 | ||
Exercise of warrants for cash | |||
Exercise of warrants for cash, shares | |||
Issuance of warrants for services | |||
Stock based compensation - ESOP | |||
Translation adjustment | |||
Net loss before preferred stock dividends for the year | |||
Preferred stock dividends | |||
Balance | $ 280,960 | $ 169,490 | |
Balance, shares | 268,402 | 178,750 | |
Additional Paid in Capital [Member] | |||
Balance | $ 44,015,397 | $ 44,015,397 | $ 33,889,916 |
Issuance of shares for private placement | 28,515 | ||
Issuance of preferred stock | 215,000 | 7,829,992 | |
Derivative liabilities adjustment | (41,749) | (1,083,952) | |
Issuance of investor warrants pursuant to issuance of convertible promissory notes | 5,758,572 | ||
Issuance of private placement warrants pursuant to issuance of convertible promissory notes | 1,258,878 | ||
Conversion of convertible notes into common shares | 1,075,828 | ||
Issuance of shares for services | 665,157 | ||
Issuance of shares for services and exercise warrants, net | 2,485,493 | ||
Exercise of warrants for cash | |||
Issuance of warrants for services | 740,772 | 277,053 | |
Stock based compensation - ESOP | 790,535 | 2,408,713 | |
Translation adjustment | |||
Net loss before preferred stock dividends for the year | |||
Preferred stock dividends | |||
Balance | 56,298,726 | 44,015,397 | |
Accumulated Other Comprehensive (Loss) Income [Member] | |||
Balance | (857,307) | (857,307) | (754,963) |
Issuance of shares for private placement | |||
Issuance of preferred stock | |||
Derivative liabilities adjustment | |||
Issuance of investor warrants pursuant to issuance of convertible promissory notes | |||
Issuance of private placement warrants pursuant to issuance of convertible promissory notes | |||
Conversion of convertible notes into common shares | |||
Issuance of shares for services | |||
Issuance of shares for services and exercise warrants, net | |||
Exercise of warrants for cash | |||
Issuance of warrants for services | |||
Stock based compensation - ESOP | |||
Translation adjustment | 223,121 | (102,344) | |
Net loss before preferred stock dividends for the year | |||
Preferred stock dividends | |||
Balance | (634,186) | (857,307) | |
Accumulated Deficit [Member] | |||
Balance | (46,364,364) | (46,364,364) | (35,039,495) |
Issuance of shares for private placement | |||
Issuance of preferred stock | |||
Derivative liabilities adjustment | |||
Issuance of investor warrants pursuant to issuance of convertible promissory notes | |||
Issuance of private placement warrants pursuant to issuance of convertible promissory notes | |||
Conversion of convertible notes into common shares | |||
Issuance of shares for services | |||
Issuance of shares for services and exercise warrants, net | |||
Exercise of warrants for cash | |||
Issuance of warrants for services | |||
Stock based compensation - ESOP | |||
Translation adjustment | |||
Net loss before preferred stock dividends for the year | (15,491,176) | (11,066,942) | |
Preferred stock dividends | (962,148) | (257,928) | |
Balance | (62,817,688) | (46,364,364) | |
Balance | (3,000,393) | $ (3,000,393) | (1,777,681) |
Issuance of shares for private placement | 28,566 | ||
Issuance of preferred stock | 215,000 | 7,830,000 | |
Derivative liabilities adjustment | (41,749) | (1,083,952) | |
Issuance of investor warrants pursuant to issuance of convertible promissory notes | 5,758,572 | ||
Issuance of private placement warrants pursuant to issuance of convertible promissory notes | 1,258,878 | ||
Conversion of convertible notes into common shares | 1,076,561 | ||
Conversion of convertible notes into common shares, shares | 733,085 | ||
Issuance of shares for services | 744,121 | ||
Issuance of shares for services and exercise warrants, net | 2,598,863 | ||
Exercise of warrants for cash | |||
Issuance of warrants for services | 740,772 | 277,053 | |
Stock based compensation - ESOP | 790,535 | 2,408,713 | |
Translation adjustment | 223,121 | (102,344) | |
Net loss before preferred stock dividends for the year | (15,491,176) | (11,066,942) | |
Preferred stock dividends | (962,148) | (257,928) | |
Balance | $ (6,833,164) | $ (3,000,393) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss before dividends | $ (15,491,176) | $ (11,066,942) |
Adjustments to reconcile net loss to net cash used in operations | ||
Stock based compensation | 790,535 | 2,408,713 |
Issuance of shares for services | 2,530,922 | 744,121 |
Issuance of warrants for services, at fair value | 740,772 | 184,637 |
Accretion and amortization expense | 2,481,155 | 92,416 |
Change in fair value of derivative liabilities | (408,872) | 60,781 |
Loss upon convertible promissory notes conversion | 103,735 | |
Gain on forgiveness of federally guaranteed loans | (1,200,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (1,036,892) | (326,203) |
Inventory | (186,773) | (61,116) |
Deposits and other receivables | (156,590) | 25,084 |
Accounts payable and accrued liabilities | 752,353 | 75,730 |
Net cash used in operating activities | (11,080,831) | (7,862,779) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of common shares, net | 28,566 | |
Issuance of preferred shares, net | 200,000 | 7,830,000 |
Exercise of warrants for cash | 67,941 | |
Federally guaranteed loans | 1,570,900 | |
Issuance of convertible promissory notes, net | 11,375,690 | |
Proceeds from and repayment of convertible promissory notes and short term, loans issued in previous years, net | (408,082) | 1,200,603 |
Preferred stock dividends paid | (602,969) | (180,000) |
Net cash provided by financing activities | 12,203,480 | 8,879,169 |
Effect of foreign currency translation | 129,065 | (130,189) |
Net decrease in cash during the period | 1,190,590 | 1,016,389 |
Cash, beginning of period | 949,848 | 63,647 |
Cash, end of period | 2,201,562 | 949,848 |
Supplementary | ||
Interest paid | 204,161 | 335,352 |
Taxes |
Nature of Operations
Nature of Operations | 12 Months Ended |
Mar. 31, 2021 | |
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, 2021 | |
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, 2021, has an accumulated deficit of $62,817,688 and a working capital deficiency of $6,168,700. 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 continue on its revenue growth trajectory 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. During the prior fiscal year, the Company raised $3,094,820 in promissory notes and short-term loans, $7,830,000 through preferred share issuance, and $28,566 through common share issuance. During the year ended March 31, 2021, the Company completed a number of private placements offering of convertible notes, which have raised net cash proceeds of $11,375,690. During the fiscal quarter ended March 31, 2021, $739,000 of convertible notes issued during current year was converted into common shares. The Company also raised $1,570,090 through government funding for economic support during COVID-19, and subsequent to year end, $1,200,000 was waived by government. 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. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally. On March 17, 2020, as a result of COVID-19 infections having been reported throughout both Canada and the United States, certain national, provincial, state and local governmental issued proclamations and/or directives aimed at minimizing the spread of COVID-19. Accordingly, on March 17, 2020, the Company closed all corporate clinics for all in-clinic non-essential services to protect the health and safety of its employees, partners and patients. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic. The ultimate impact of the COVID-19 pandemic on the Company’s operations remains unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced patient traffic and reduced operations. The full long-term financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition, and results of operations. The measures taken to date may impact the Company’s fiscal year 2022 business and potentially beyond. Management expects that all of its business segments, across all of its geographies, may be impacted to some degree, but the significance of the full impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
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, 2021 and 2020. 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 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 12 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 June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date is January 2023. 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 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. In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. 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, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at March 31, 2021 As at March 31, 2020 $ $ Trade and other payables 1,041,385 1,094,072 Accrued liabilities 1,478,739 427,617 2,520,124 1,521,689 Trade and other payables and accrued liabilities as at March 31, 2021 and 2020 included $182,995 and $379,881, 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, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes and Short Term Loans | 5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (a) 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 $3,030,620 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 8). 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 8). During the year ended March 31, 2021, the Company raised additional $500,000 in promissory notes that was subject to the same term of the notes previously issued. During the year ended March 31, 2021, the Company made repayment of the notes and short term loan in the amount of $908,082, and one noteholder further paid the Company $67,941 to exercise warrants to purchase 97,500 shares of the Company’s common stock. (Note 8) During the year ended March 31, 2021, one noteholder converted a $100,000 note and $15,000 accrued interest into 115 Series A preferred shares (Note 8), Management has evaluated the terms of these notes issued 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. As at March 31, 2021, the Company had a balance in promissory note of $600,577 (2020 - $ 916,301). As at March 31, 2021, the Company had a balance in short term loan of $ 1,059,643 (2020 – $1,152,001) General and administrative expenses included interest expense on the above notes of $151,797 and $263,779 for the year ended March 31, 2021 and 2020, respectively. (b) During the year ended March 31, 2021, the Company issued $11,275,500 (face value) in two series of convertible promissory notes (the “Series A Notes”) sold under subscription agreements to accredited investors. The Series A Notes mature one year from the final closing date of the offering and accrue interest at 12% per annum. For first series of Series A Notes, commencing six months following the Issuance Date, and at any time thereafter (provided the Holder has not received notice of the Company’s intent to prepay the note), at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Outstanding Balance”) may be converted into that number of shares of Common Stock equal to: (i) the Outstanding Balance divided by (ii) 75% of the volume weighted average price of the Common Stock for the 5 trading days prior to the Conversion Date (the conversion price). For the first series of Series A Notes, the notes will automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price will be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price will be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. For second series of Series A Notes, the notes will be convertible into shares of common stock, at the option of the holder, commencing six months from issuance, at a conversion price equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date For the second series of Series A Notes, the notes will automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price will be equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price will be equal to the lower of $4.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. The Company is obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,550 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes. Net proceeds to the Company from Series A Notes issuance up to March 31, 2021 amounted to $10,135,690 after payment of the relevant financing related fees. The Company is also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. Prior to final closing, the warrants’ exercise price is variable and will not be struck until that date. Prior to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features, investor warrants and placement agent warrants contained in those Series A Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion and redemption features, as well as investor warrants and placement agent warrants. The initial fair value of the derivative liabilities generated as a result of issuing the Series A Notes that were issued until March 31, 2021 was $6,932,194 (Note 7). Subsequently, the exercise price of all warrants was concluded and locked to $1.06 as of January 8, 2021. Since the exercise price was no longer a variable, the Company concluded that the noteholder and placement agent warrants should no longer be accounted for as a derivative liability in accordance with ASC 815 guidelines related to equity indexation and classification. The derivative liabilities related to those warrants were therefore marked to market as of January 8, 2021 and then transferred to equity (collectively, “End of warrants derivative treatment”) (Note 7 and Note 8). For the Series A Notes, The Company recognized debt issuance costs in the amount of $2,301,854 and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the notes. The Company recognized initial debt discount in the amount of $8,088,003 and accreted the interest over the remaining lives of those notes. At March 31, 2021, the Company recorded $432,824 interest accruals for those notes’ balance. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering. During the year ended March 31, 2021, $739,000 (face value) of Series A Notes with unpaid interests were converted into 751,487 common shares. At March 31, 2021, 733,085 common shares were issued and 18,402 common shares would be issued subsequent to year end. In addition, during the year ended March 31, 2021, the Company also issued $1,312,500 (face value) of convertible promissory notes (“Series B Notes”) to various accredited investors. Commencing six months following the issuance date, and at any time thereafter, subject to the Company’s Conversion Buyout clause, at the sole election of the holder, any amount of the outstanding principal and accrued interest of the note (the “outstanding balance”) may be converted into that number of shares of Common Stock equal to: (i) the outstanding balance divided by (ii) the Conversion Price. Partial conversions of the note shall have the effect of lowering the outstanding principal amount of the note. The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice. The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is $1.06 per share for 100,000 warrant shares and $1.5 per share for 212,500 warrant shares. Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $1,240,000 after the original issuance discount as well as payment of the financing related fees. The Company determined that the conversion and redemption features contained in the Series B Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liability associated with the embedded conversion and redemption features. The initial fair value of the derivative liabilities generated as a result of issuing the Series B Notes was $497,042 (Note 7). The Company recognized debt issuance costs in the amount of $10,000 and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Series B Notes. The Company recognized initial debt discount in the amount of $1,312,500 and accreted the interest over the remaining lives of those notes. At March 31, 2021, the Company recorded $8,360 interest accruals for the Series B Notes. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering. Total $ Face value of Series A and Series B Notes issued 12,588,000 Debt discount (9,400,503 ) Debt issuance cost (2,311,854 ) Day 1 value of convertible notes issued 875,643 Accretion of debt discount 1,802,807 Amortization of debt issuance cost 678,348 Total accretion and amortization expenses 2,481,155 Conversion to common shares (Note 8) (739,000 ) Balance at March 31, 2021 2,617,798 General and administrative expenses include interest expense on the above notes of $488,186 (2020 – NIL) |
Federally Guaranteed Loans
Federally Guaranteed Loans | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Federally Guaranteed Loans | 6. FEDERALLY GUARANTEED LOANS Economic Injury Disaster Loan (“EIDL”) In April 2020, the Company received $370,900 from the U.S. Small Business Administration (SBA) under the captioned program. The loan has a term of 30 years and an interest rate of 3.75%, without the requirement for payment in its first 12 months. The Company may prepay the loan without penalty at will. Payment Protection Program (“PPP”) Loan In May 2020, Biotricity received loan proceeds of $1,200,000 (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”). 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 were originally due during the six-month period beginning on the date of the Note (the “Deferral Period”), but the Payment Protection Flexibility Act of 2020 has effectively extended this period of no payments for the Company to the earliest of loan forgiveness or August 2021. 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. The Company met the criteria for the loan forgiveness and applied for the loan forgiveness in March 2021. The loan forgiveness was granted by the SBA in May 2021. For the year ended March 31, 2021, the Company recognized the loan forgiveness as a reduction to payroll expense in the amount of $1,156,453 and a reduction to the rent expense of $43,547. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 7. 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. On May 22, 2020, another 215 Series A preferred shares were issued as a result of a combined transaction that included the conversion of $100,000 in promissory notes (Note 5(a)) and $15,000 (Note 5(a)) in accrued interest for 115 preferred shares, as well as a purchase of 100 preferred shares for cash proceeds of $100,000. 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, 2020 1,144,733 Derivative fair value at issuance during fiscal 2021 41,749 Change in fair value of derivatives (776,440 ) Derivative liabilities as at March 31, 2021 $ 410,042 The lattice methodology was used to value the derivative components, using the following assumptions: Assumptions Dividend yield 12 % Risk-free rate for term 0.63% – 0.61 % Volatility 114.7% – to 121.5 % Remaining terms (Years) 2.75 to 4.17 Stock price ($ per share) $ 0.650 and $2.396 In addition, the Company recorded derivative liabilities related to the conversion and redemption features of the convertible notes, as well as warrants that were issued in connection with the convertible notes, during the year ended March 31, 2021 (Note 5(b)). As the warrant exercise price became final and locked, the derivative liabilities related to those warrants were marked to market and transferred to equity (Note 5(b)). Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity. Total $ Derivative fair value at issuance Series A notes (Note 5(b)) 6,932,194 Series B notes (Note 5(b)) 497,042 7,429,236 Fair value change upon end of warrants derivative treatment (Note 5(b)) (82,444 ) Carrying amount of warrants transferred equity upon end of warrants derivative treatment (Note 5(b)) (3,937,664 ) Conversion to common shares (Note 5(b)) (225,284 ) Change in fair value of derivative liabilities 450,012 Balance at March 31, 2021 3,633,856 The lattice methodology was used to value the preferred share derivative component, and the monte carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions: Warrants (before end of warrants derivative treatment) Conversion and redemption features Risk-free rate for term (%) 0.31 – 0.91 0.10 - 0.19 Volatility (%) 114.8 - 124.2 89.2 - 103.4 Remaining terms (Years) 3.0 – 10.0 0.77 – 1.0 Stock price ($ per share) 1.15 – 2.96 1.15 – 2.40 |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Deficiency | 8. STOCKHOLDERS’ DEFICIENCY a) Authorized and Issued Stock As at March 31, 2021, the Company is authorized to issue 125,000,000 (March 31, 2020 – 125,000,000) shares of common stock ($0.001 par value), and 10,000,000 (March 31, 2020 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31, 2020 – 20,000) are designated shares of Series A preferred stock ($0.001 par value) At March 31, 2021, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 39,014,942 (2020 – 36,381,815) shares; these were comprised of 36,124,964 (2020 – 32,593,751) shares of common stock and 2,889,978 (2020 – 3,788,064) exchangeable shares. At March 31, 2021, there were 8,045 Series A shares of Preferred Stock that were issued and outstanding (2020 – 7,830). 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, 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 7). 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. 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, 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. Share issuances during the year ended March 31, 2021 During the year ended March 31, 2021, the Company recorded preferred stock dividends for the Series A preferred stock in amount of $962,148 (2020 - $257,927) and made a payment in the amount of $602,969 (2020 - $180,000). During the year ended March 31, 2021, the Company issued 733,085 common shares were issued in connection with conversion of convertible notes (Note 5(b)) with another 18,402 that would be issued subsequent to year end. The total amounts of debts settled is in amount of $1,011,286 that composed of face value of convertible promissory notes in amount of $739,000 (Note 5(b), carrying amount of conversion and redemption feature derived from notes in amount of $225,284 (Note 7) and unpaid interest in amount of $47,002. The fair value of the shares issued and to be issued was determined based on the market price upon conversion and was in the amount of $1,076,561 and $38,460 respectively. The difference between amounts of debts settled and fair value of common shares issued was in the amount of $103,375 and was recorded as loss on conversion of convertible promissory notes in statement of operations. During the year ended March 31, 2021, the Company issued 1,900,042 common shares for services provided and for exercise of warrants. During the year ended March 31, 2021, the Company also issued an aggregate of 898,084 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. d) Shares to be issued As of March 31, 2021, the Company had recognized its obligation to issue a total of 18,402 shares of common stock to convertible note holders per their note conversion requests (Note 5(b)). The fair value of these shares amounted to $38,460 and has been recognized as shares to be issued as a credit in equity. The fair value of these shares was determined by using the market price of the common stock as at the date of conversion. In addition, the Company had recognized its commitment to issue a total of 250,000 common stocks to directors. The fair value of these shares at the date of grant was $242,500, which was determined by using the market price of the common stock at the date of the grant, and has been recognized as shares to be issued as a credit in equity. e) Warrant exercises and issuances Warrant exercises and issuances during the year ended March 31, 2020 During the year ended March 31, 2020, the Company issued 1,021,430 warrants 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. Warrants issued to promissory notes holders were credited to additional paid-in capital in amount of $92,416. 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 exercises and issuances during the year ended March 31, 2021 During the year ended March 31, 2021, 97,500 warrants were exercised (2020 – nil) pursuant to receipt of exercise proceeds of $67,941. (Note 5(a)) During the year ended March 31, 2021, the Company issued 449,583 warrants as compensation for advisor and consultant services which were fair valued. The vested portion in current year and from previous year at $275,801 and expensed in general and administrative expenses, with a corresponding credit to additional paid in capital. As of December 31, 2020, the Company extended the expiry dates of 788,806 warrants previously issued to an executive of the Company, in order to extend their term from 3 to 10 years in accord with the same term extension made to the options of all other Company employees in fiscal 2020. As part of this revision in terms, 288,806 of these same warrants, previously issued and expensed, were repriced to reflect current market conditions; the resulting increase in the fair value of these warrants of $464,971 was expensed to general and administrative expenses. In addition, the Company issued 1,065,857 warrants to brokers, and 5,631,132 warrants to convertible note holders, in connection with the convertible note issuance (Note 5(b)). The warrants’ fair value has been estimated using a monte carlo model (Note 7), which were initially recorded as derivative liabilities, then recorded as equity upon the end of derivative treatment of such warrants (Note 5(b) and Note 7). Warrant issuances, exercises and expirations or cancellations during the years ended March 31, 2021 and 2020, were as follows, resulting in warrants outstanding at the end of those respective periods: Broker Warrants Consultant and Noteholder Warrants Warrants Issued on Convertible Notes Private Placement Warrants Total 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 Less: Expired/cancelled (128,676 ) (271,365 ) (911,510 ) (1,163,722 ) (2,475,273 ) Less: Exercised (97,500 ) (97,500 ) Add: Issued 1,065,857 449,583 5,631,132 7,146,572 As at March 31, 2021 1,258,495 2,130,555 7,454,152 0 10,843,202 Exercise Price $1.06 to $3.00 $0.48-$7.59 $1.06 to $2.00 Expiration Date Dec 2021 to Jan 2031 Oct 2017 to Mar 2031 May 2022 to Feb 2024 g) Stock-based compensation 2016 Equity Incentive Plan On February 2, 2016, the Board of Directors of the Company approved the Company’s 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. 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 board of directors or committee formed by the board; 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 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 20% 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. 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 using 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, the Company granted 88,100 stock options with a weighted average remaining contractual life from 2.76 to 9.51 years . The Company recorded stock-based compensation of $2,408,713 thousand in connection with ESOP 2016 Plan under general and administrative expenses with corresponding credit to additional paid in capital. During the year ended March 31, 2021, the Company granted 2,610,647 stock options with a weighted average remaining contractual life of 8.7 years. The Company recorded stock-based compensation of $790,535 in connection with ESOP 2016 Plan under general and administrative expenses with corresponding credit to additional paid in capital. The following table summarizes the stock option activities of the Company to March 31, 2021: Number of options Weighted average exercise price ($) Granted 4,147,498 3.2306 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 Outstanding as of March 31, 2020 4,393,610 3.1069 Granted 2,610,647 1.0072 Exercised - - Outstanding as of March 31, 2021 7,004,256 2.3268 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 : 2021 2020 2019 Exercise price ($) 0.74-2.89 1.40-2.00 1.40-2.00 Risk free interest rate (%) 0.18 – 1.72 0.52-2.81 2.27-2.81 Expected term (Years) 2.0 – 10.0 2.0-3.0 2.0-3.0 Expected volatility (%) 106.8 – 127.8 97.8-141.1 97.8-141.1 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 0.72 0.76 0.588 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 The intrinsic value of all the options as at March 31, 2021 were zero. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Income Taxes | 9. 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 (15,491,176 ) (11,066,942 ) Expected income tax recovery (4,027,706 ) (2,877,405 ) Non-deductible expenses 1,313,530 912,038 Other temporary differences (38,579 ) (43,975 ) Change in valuation allowance 2,752,755 2,009,342 - - Deferred tax assets As at As at $ $ Non-capital loss carry forwards 7,311,800 4,636,203 Other temporary differences 41,256 79,834 Valuation allowance (7,353,056 ) (4,716,037 ) - - As of March 31, 2021 and 2020, 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, 2021, and 2020 the Company has approximately $28,122,308 and $17,831,550, respectively, of non-capital losses available to offset future taxable income. These losses will expire between 2035 to 2038. As of March 31, 2021, and 2020 the Company is not subject to any uncertain tax positions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2021 | |
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, 2021 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, 2021 | |
Leases [Abstract] | |
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. When measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate. The weighted-average-rate applied is 10%. $ Operating lease right-of-use asset - initial recognition 413,236 Amortization (347,116 ) Balance at March 31, 2021 66,120 Operating lease obligation - initial recognition 413,236 Repayment and interest accretion (354,979 ) Balance at March 31, 2021 58,257 Current portion of operating lease obligation 58,257 Noncurrent portion of operating lease obligation Nil The operating lease expense was $213,826 for the year ended March 31, 2021 (2021: $173,175) and included in the general and administrative expenses. The following table represents the contractual undiscounted cash flows for lease obligations as at March 31, 2021. $ Less than one year 58,731 Beyond one year - Total undiscounted lease obligations 58,731 |
Key Management Compensation
Key Management Compensation | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Key Management Compensation | 12. KEY MANAGEMENT COMPENSATION The Company’s transactions with key management 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, transaction with key management are as follows. March 31, 2021 March 31, 2020 $ $ Salary and allowance* 981,000 854,000 Stock based compensation** 1,522,773 2,393,343 Total 2,503,773 3,247,343 * 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to June 21, 2021, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: In May 2021, Biotricity received the previously anticipated forgiveness of the $1,200,000 loan (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”). The impact of the forgiveness has been accrued in the financial results as of March 31, 2021 (Note 6). Also subsequent to year end, the Company received $499,000 in an additional EIDL. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
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, 2021 and 2020. |
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 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 12 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 June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date is January 2023. 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 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. In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. 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, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | As at March 31, 2021 As at March 31, 2020 $ $ Trade and other payables 1,041,385 1,094,072 Accrued liabilities 1,478,739 427,617 2,520,124 1,521,689 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Short Term Loans (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Notes and Short Term Loans | Total $ Face value of Series A and Series B Notes issued 12,588,000 Debt discount (9,400,503 ) Debt issuance cost (2,311,854 ) Day 1 value of convertible notes issued 875,643 Accretion of debt discount 1,802,807 Amortization of debt issuance cost 678,348 Total accretion and amortization expenses 2,481,155 Conversion to common shares (Note 8) (739,000 ) Balance at March 31, 2021 2,617,798 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Schedule of Derivative Liabilities | Total $ Derivative liabilities as at March 31, 2020 1,144,733 Derivative fair value at issuance during fiscal 2021 41,749 Change in fair value of derivatives (776,440 ) Derivative liabilities as at March 31, 2021 $ 410,042 |
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 0.63% – 0.61 % Volatility 114.7% – to 121.5 % Remaining terms (Years) 2.75 to 4.17 Stock price ($ per share) $ 0.650 and $2.396 |
Convertible Note [Member] | |
Schedule of Derivative Liabilities | Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity. Total $ Derivative fair value at issuance Series A notes (Note 5(b)) 6,932,194 Series B notes (Note 5(b)) 497,042 7,429,236 Fair value change upon end of warrants derivative treatment (Note 5(b)) (82,444 ) Carrying amount of warrants transferred equity upon end of warrants derivative treatment (Note 5(b)) (3,937,664 ) Conversion to common shares (Note 5(b)) (225,284 ) Change in fair value of derivative liabilities 450,012 Balance at March 31, 2021 3,633,856 |
Schedule of Derivative Components Valuation Assumptions | The lattice methodology was used to value the preferred share derivative component, and the monte carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions: Warrants (before end of warrants derivative treatment) Conversion and redemption features Risk-free rate for term (%) 0.31 – 0.91 0.10 - 0.19 Volatility (%) 114.8 - 124.2 89.2 - 103.4 Remaining terms (Years) 3.0 – 10.0 0.77 – 1.0 Stock price ($ per share) 1.15 – 2.96 1.15 – 2.40 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | Warrant issuances, exercises and expirations or cancellations during the years ended March 31, 2021 and 2020, were as follows, resulting in warrants outstanding at the end of those respective periods: Broker Warrants Consultant and Noteholder Warrants Warrants Issued on Convertible Notes Private Placement Warrants Total 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 Less: Expired/cancelled (128,676 ) (271,365 ) (911,510 ) (1,163,722 ) (2,475,273 ) Less: Exercised (97,500 ) (97,500 ) Add: Issued 1,065,857 449,583 5,631,132 7,146,572 As at March 31, 2021 1,258,495 2,130,555 7,454,152 0 10,843,202 Exercise Price $1.06 to $3.00 $0.48-$7.59 $1.06 to $2.00 Expiration Date Dec 2021 to Jan 2031 Oct 2017 to Mar 2031 May 2022 to Feb 2024 |
Schedule of Stock Option Activities | The following table summarizes the stock option activities of the Company to March 31, 2021: Number of options Weighted average exercise price ($) Granted 4,147,498 3.2306 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 Outstanding as of March 31, 2020 4,393,610 3.1069 Granted 2,610,647 1.0072 Exercised - - Outstanding as of March 31, 2021 7,004,256 2.3268 |
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 : 2021 2020 2019 Exercise price ($) 0.74-2.89 1.40-2.00 1.40-2.00 Risk free interest rate (%) 0.18 – 1.72 0.52-2.81 2.27-2.81 Expected term (Years) 2.0 – 10.0 2.0-3.0 2.0-3.0 Expected volatility (%) 106.8 – 127.8 97.8-141.1 97.8-141.1 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 0.72 0.76 0.588 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Income tax recovery Year ended Year ended $ $ Net loss (15,491,176 ) (11,066,942 ) Expected income tax recovery (4,027,706 ) (2,877,405 ) Non-deductible expenses 1,313,530 912,038 Other temporary differences (38,579 ) (43,975 ) Change in valuation allowance 2,752,755 2,009,342 - - |
Schedule of Deferred Tax Assets | Deferred tax assets As at As at $ $ Non-capital loss carry forwards 7,311,800 4,636,203 Other temporary differences 41,256 79,834 Valuation allowance (7,353,056 ) (4,716,037 ) - - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company’s transactions with related parties were carried out on normal commercial terms and in the course of the Company’s business. Other than disclosed elsewhere in the Company’s consolidated financial statements, related party transactions are as follows. March 31, 2021 March 31, 2020 $ $ Salary and allowance* 981,000 854,000 Stock based compensation** 1,522,773 2,393,343 Total 2,503,773 3,247,343 * 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, 2021 | |
Leases [Abstract] | |
Schedule of Operating Leases Obligations | $ Operating lease right-of-use asset - initial recognition 413,236 Amortization (347,116 ) Balance at March 31, 2021 66,120 Operating lease obligation - initial recognition 413,236 Repayment and interest accretion (354,979 ) Balance at March 31, 2021 58,257 Current portion of operating lease obligation 58,257 Noncurrent portion of operating lease obligation Nil |
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, 2021. $ Less than one year 58,731 Beyond one year - Total undiscounted lease obligations 58,731 |
Key Management Compensation (Ta
Key Management Compensation (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Transaction with Key Management | Other than disclosed elsewhere in the Company’s consolidated financial statements, transaction with key management are as follows. March 31, 2021 March 31, 2020 $ $ Salary and allowance* 981,000 854,000 Stock based compensation** 1,522,773 2,393,343 Total 2,503,773 3,247,343 * 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. |
Basis of Presentation, Measur_2
Basis of Presentation, Measurement and Consolidation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated deficit | $ (62,817,688) | $ (62,817,688) | $ (46,364,364) |
Working capital deficit | 6,168,700 | 6,168,700 | |
Proceeds from private offering | $ 11,375,690 | ||
COVID-19 [Member] | |||
Proceeds from government fund | 1,570,090 | ||
Funds raised | 1,200,000 | ||
Preferred Stock [Member] | |||
Proceeds from issuance of equity | 7,830,000 | ||
Common Stock [Member] | |||
Proceeds from issuance of equity | 28,566 | ||
Promissory Note and Other Net Short-Term Funding [Member] | |||
Proceeds from promissory notes and short-term loans | $ 3,094,820 | ||
Convertible Notes [Member] | |||
Debt conversion amount | $ 739,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Potentially dilutive shares outstanding |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Payables and Accruals [Abstract] | ||
Trade and other payables and accrued liabilities | $ 182,995 | $ 379,881 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Payables and Accruals [Abstract] | ||
Trade and other payables | $ 1,041,385 | $ 1,094,072 |
Accrued liabilities | 1,478,739 | 427,617 |
Accounts payable and accrued liabilities | $ 2,520,124 | $ 1,521,689 |
Convertible Promissory Notes _3
Convertible Promissory Notes and Short Term Loans (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Jan. 08, 2021 | |
Proceeds from warrant issuance | $ 67,941 | |||
Warrants exercise price | $ 4 | |||
Debt discount | 9,400,503 | |||
Interest accretion debt discount | 678,348 | |||
Short-term loans | 1,059,643 | 1,152,001 | ||
General and administrative expenses | $ 12,806,306 | 10,053,223 | ||
Common Stock [Member] | ||||
Common share issued | 18,402 | |||
Interest Expense [Member] | ||||
General and administrative expenses | $ 151,797 | 263,779 | ||
Note Holder One [Member] | ||||
Stock issued during period warrants exercise | $ 67,941 | |||
Stock issued during period warrants subscribe shares | 97,500 | |||
Series A Preferred Stock [Member] | ||||
Debt conversion amount | 1,830,000 | |||
Series A Preferred Stock [Member] | Note Holder One [Member] | ||||
Accrued interest | $ 15,000 | |||
Debt instrument, convertible amount | $ 100,000 | |||
Debt instrument, convertible shares | 115 | |||
Promissory Notes [Member] | ||||
Issuance of convertible notes | $ 867,699 | |||
Debt interest rate | 10.00% | |||
Proceeds from short term debt | $ 500,000 | $ 3,030,620 | ||
Warrants term | 1 year | |||
Proceeds from warrant issuance | $ 92,416 | |||
Accretion expense | $ 92,416 | |||
Repayment short term debt | 808,082 | |||
Promissory notes outstanding | 600,577 | $ 916,301 | ||
Promissory Notes [Member] | Minimum [Member] | ||||
Debt interest rate | 10.00% | |||
Promissory Notes [Member] | Maximum [Member] | ||||
Debt interest rate | 12.00% | |||
Series A Notes [Member] | ||||
Issuance of convertible notes | $ 11,275,500 | |||
Debt interest rate | 12.00% | |||
Debt conversion description | The notes will automatically convert into common stock (in each case, subject to the trading volume of the Company's common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company's common stock being listed on a national securities exchange, in which event the conversion price will be equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company's next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price will be equal to the lower of $4.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. | |||
Debt conversion amount | $ 500,000 | |||
Warrants term | 3 years | |||
Placement agent fees description | The Company is obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,550 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes. | |||
Net proceeds from convertible notes | $ 10,135,690 | |||
Debt issuance cost | 8,088,003 | |||
Debt discount | $ 2,301,854 | |||
Amortization of debt issuance cost | ||||
Interest accretion debt discount | ||||
Accrued interest | 432,824 | |||
Debt instrument, convertible amount | $ 739,000 | |||
Debt instrument, convertible shares | 751,487 | |||
Series A Notes [Member] | Placement Agent [Member] | ||||
Warrants term | 10 years | |||
Placement agent fees description | The Company is also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company's common shares at the time final closing. | |||
Series B Notes[Member] | ||||
Issuance of convertible notes | $ 1,312,500 | |||
Debt interest rate | 5.00% | |||
Debt conversion description | The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company's common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. | |||
Net proceeds from convertible notes | $ 1,240,000 | |||
Derivative liabilities | 497,042 | |||
Debt issuance cost | 10,000 | |||
Debt discount | 1,312,500 | |||
Amortization of debt issuance cost | ||||
Interest accretion debt discount | ||||
Accrued interest | 8,360 | |||
Original issuance discount | $ 62,500 | |||
Series B Notes[Member] | Warrants [Member] | ||||
Warrants term | 3 years | |||
Warrants exercise price | $ 1.06 | |||
Warrants shares | 100,000 | |||
Series B Notes[Member] | Warrants One [Member] | ||||
Warrants term | 3 years | |||
Warrants exercise price | $ 1.5 | |||
Warrants shares | 212,500 | |||
Promissory Notes [Member] | ||||
Promissory notes outstanding | 916,000 | |||
Short Term [Member] | ||||
Short-term loans | $ 1,060,000 | $ 1,152,000 | ||
Promissory Notes and Short-Term Loans [Member] | ||||
Debt instrument term | 1 year |
Convertible Promissory Notes _4
Convertible Promissory Notes and Short Term Loans - Schedule of Convertible Promissory Notes and Short Term Loans (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Face value of Series A and Series B Notes issued | $ 12,588,000 | |
Debt discount | (9,400,503) | |
Debt issuance costs | (2,311,854) | |
Day 1 value of convertible notes issued | 875,643 | |
Accretion of debt discount | 1,802,807 | |
Amortization of debt issuance cost | 678,348 | |
Total accretion and amortization expenses | 2,481,155 | $ 92,416 |
Conversion to common shares (Note 8) | (739,000) | |
Balance at March 31, 2021 | $ 2,617,798 |
Federally Guaranteed Loans (Det
Federally Guaranteed Loans (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2020 | Apr. 30, 2020 | Mar. 31, 2021 | |
Loan forgiveness payroll expense | $ 1,156,453 | ||
Rent reduction expense | $ 43,547 | ||
Captioned Program Program [Member] | US Small Business Administration [Member] | |||
Loan received | $ 370,900 | ||
Debt instrument term | 30 years | ||
Interest rate | 3.75% | ||
Description debt instrument term | The loan has a term of 30 years and an interest rate of 3.75%, without the requirement for payment in its first 12 months. | ||
Payment Protection Program [Member] | |||
Loan received | $ 1,200,000 | ||
Interest rate | 1.00% | ||
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 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. |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | May 22, 2020 | Jan. 09, 2020 | Jan. 09, 2020 | Dec. 19, 2019 | Oct. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Preferred stock, shares issued | 1 | 1 | |||||
Proceeds from preferred stock | $ 200,000 | $ 7,830,000 | |||||
Proceeds from convertible notes payable | $ 11,375,690 | ||||||
Promissory Notes [Member] | |||||||
Conversion of stock, shares | 1,830 | 1,830 | |||||
Proceeds from convertible notes payable | $ 1,830,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Preferred stock, shares issued | 215 | 7,830 | 7,830 | 7,830 | 8,045 | 7,830 | |
Number of common shares issued, shares | 115 | 6,000 | 6,000 | ||||
Proceeds from preferred stock | $ 6,000,000 | $ 6,000,000 | |||||
Conversion of stock, shares | 100,000 | ||||||
Accrued interest | $ 15,000 | ||||||
Preferred Stock [Member] | |||||||
Number of common shares issued, shares | 100 | ||||||
Proceeds from preferred stock | $ 100,000 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities (Details) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Derivative liabilities, beginning balance | $ 1,144,733 |
Derivative fair value at issuance during fiscal 2021 | 41,749 |
Conversion to common shares (Note 5(b)) | 739,000 |
Change in fair value of derivatives | (776,440) |
Derivative liabilities, ending balance | 410,042 |
Convertible Note [Member] | |
Derivative fair value at issuance during fiscal 2021 | 7,429,236 |
Fair value change upon end of warrants derivative treatment (Note 5(b)) | (82,444) |
Carrying amount of warrants transferred equity upon end of warrants derivative treatment (Note 5(b)) | (3,937,664) |
Conversion to common shares (Note 5(b)) | (225,284) |
Change in fair value of derivatives | 450,012 |
Derivative liabilities, ending balance | 3,633,856 |
Convertible Note [Member] | Series A [Member] | |
Derivative fair value at issuance during fiscal 2021 | 6,932,194 |
Convertible Note [Member] | Series B [Member] | |
Derivative fair value at issuance during fiscal 2021 | $ 497,042 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Derivative Components Valuation Assumptions (Details) | 12 Months Ended |
Mar. 31, 2021$ / shares | |
Minimum [Member] | |
Stock price | $ 0.650 |
Minimum [Member] | Conversion And Redemption Features [Member] | |
Stock price | 1.15 |
Minimum [Member] | Warrants [Member] | |
Stock price | 1.15 |
Maximum [Member] | |
Stock price | 2.396 |
Maximum [Member] | Conversion And Redemption Features [Member] | |
Stock price | 2.40 |
Maximum [Member] | Warrants [Member] | |
Stock price | $ 2.96 |
Dividend Yield [Member] | |
Derivative liability, measurement input | 12 |
Risk-Free Rate for Term [Member] | Minimum [Member] | |
Derivative liability, measurement input | 0.63 |
Risk-Free Rate for Term [Member] | Minimum [Member] | Conversion And Redemption Features [Member] | |
Derivative liability, measurement input | 0.10 |
Risk-Free Rate for Term [Member] | Minimum [Member] | Warrants [Member] | |
Derivative liability, measurement input | 0.31 |
Risk-Free Rate for Term [Member] | Maximum [Member] | |
Derivative liability, measurement input | 0.61 |
Risk-Free Rate for Term [Member] | Maximum [Member] | Conversion And Redemption Features [Member] | |
Derivative liability, measurement input | 0.19 |
Risk-Free Rate for Term [Member] | Maximum [Member] | Warrants [Member] | |
Derivative liability, measurement input | 0.91 |
Volatility [Member] | Minimum [Member] | |
Derivative liability, measurement input | 114.7 |
Volatility [Member] | Minimum [Member] | Conversion And Redemption Features [Member] | |
Derivative liability, measurement input | 89.2 |
Volatility [Member] | Minimum [Member] | Warrants [Member] | |
Derivative liability, measurement input | 114.8 |
Volatility [Member] | Maximum [Member] | |
Derivative liability, measurement input | 121.5 |
Volatility [Member] | Maximum [Member] | Conversion And Redemption Features [Member] | |
Derivative liability, measurement input | 103.4 |
Volatility [Member] | Maximum [Member] | Warrants [Member] | |
Derivative liability, measurement input | 124.2 |
Remaining Terms (Years) [Member] | Minimum [Member] | |
Derivative liability, remaining term (Years) | 2 years 9 months |
Remaining Terms (Years) [Member] | Minimum [Member] | Conversion And Redemption Features [Member] | |
Derivative liability, remaining term (Years) | 9 months 7 days |
Remaining Terms (Years) [Member] | Minimum [Member] | Warrants [Member] | |
Derivative liability, remaining term (Years) | 3 years |
Remaining Terms (Years) [Member] | Maximum [Member] | |
Derivative liability, remaining term (Years) | 4 years 2 months 1 day |
Remaining Terms (Years) [Member] | Maximum [Member] | Conversion And Redemption Features [Member] | |
Derivative liability, remaining term (Years) | 1 year |
Remaining Terms (Years) [Member] | Maximum [Member] | Warrants [Member] | |
Derivative liability, remaining term (Years) | 10 years |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | May 22, 2020 | Jan. 09, 2020 | Jan. 09, 2020 | Dec. 19, 2019 | Feb. 02, 2016 | Mar. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 31, 2020 | Mar. 30, 2020 | Mar. 31, 2019 | Mar. 31, 2018 |
Common stock, shares authorized | 125,000,000 | 125,000,000 | 125,000,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Common stock, shares issued | 32,593,769 | 36,124,964 | 32,593,769 | ||||||||||||
Common stock, shares outstanding | 32,593,769 | 36,124,964 | 32,593,769 | ||||||||||||
Exchangeable shares outstanding | 3,788,062 | 2,889,978 | 3,788,062 | ||||||||||||
Preferred stock, shares issued | 1 | 1 | 1 | ||||||||||||
Preferred shares outstanding | 1 | 1 | 1 | ||||||||||||
General and administrative expenses | $ 12,806,306 | $ 10,053,223 | |||||||||||||
Proceeds from private offering | $ 11,375,690 | ||||||||||||||
Number of stock issued during the period convertible, shares | 733,085 | ||||||||||||||
Number of common shares issued, value | $ 28,566 | ||||||||||||||
Number of common stock compensation for services | 1,900,042 | ||||||||||||||
Expected life | 0 years | ||||||||||||||
Stock price | $ 0.76 | $ 0 | $ 0.76 | $ 0.588 | |||||||||||
Additional paid in capital | $ 44,015,397 | $ 56,298,726 | $ 44,015,397 | ||||||||||||
Number of options granted | 2,610,647 | 88,100 | 270,521 | 4,147,498 | |||||||||||
Stock based compensation | $ 790,535 | $ 2,408,713 | |||||||||||||
Option intrinsic value | 0 | ||||||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||||
Stock price | $ 0.974 | $ 0.974 | |||||||||||||
Number of options authorized to issue | 3,750,000 | ||||||||||||||
Plan description | The maximum number of shares of stock that may be issued under the Plan 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 20% 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. | ||||||||||||||
Weighted average remaining contractual life | 8 years 10 months 25 days | ||||||||||||||
Number of options granted | 2,610,647 | 88,100 | |||||||||||||
Stock based compensation | $ 790,535 | $ 2,408,713 | |||||||||||||
General and Administrative Expense [Member] | |||||||||||||||
General and administrative expenses | 184,637 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Expected life | 2 years | 2 years | |||||||||||||
Minimum [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||
Risk free rate | 0.46% | ||||||||||||||
Weighted average remaining contractual life | 2 years 9 months 3 days | ||||||||||||||
Maximum [Member] | |||||||||||||||
Expected life | 3 years | 3 years | |||||||||||||
Maximum [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||
Risk free rate | 0.75% | ||||||||||||||
Weighted average remaining contractual life | 9 years 6 months 3 days | ||||||||||||||
Promissory Notes [Member] | |||||||||||||||
Conversion of stock, shares | 1,830 | 1,830 | |||||||||||||
Conversion of stock | $ 1,830,000 | ||||||||||||||
Convertible Notes [Member] | |||||||||||||||
Conversion of stock | 1,076,561 | ||||||||||||||
Debt settlement amount | 38,460 | ||||||||||||||
Convertible promissory notes | 739,000 | ||||||||||||||
Conversion redemption feature amount | 225,284 | ||||||||||||||
Unpaid interest amount | $ 47,002 | ||||||||||||||
Issuance of Common Shares [Member] | Advisor [Member] | |||||||||||||||
Number of common shares issued, shares | 18,402 | ||||||||||||||
Debt settlement amount | $ 1,011,286 | ||||||||||||||
Number of common shares issued, value | $ 38,460 | ||||||||||||||
Board of Director [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||
Number of common stock compensation for services, value | $ 1,600,515 | ||||||||||||||
Expected life | 10 years | ||||||||||||||
Expected volatility | 132.20% | ||||||||||||||
Weighted average remaining contractual life | 10 years | ||||||||||||||
Exchange Agreement [Member] | 11% Secured Convertible Promissory Notes [Member] | |||||||||||||||
Discount percentage for purchase price per shares | 25.00% | ||||||||||||||
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. | ||||||||||||||
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 Agreement [Member] | Sole Chief Executive Officer and Sole Officer [Member] | |||||||||||||||
Common stock, shares outstanding | 6,500,000 | ||||||||||||||
Exchange Agreement [Member] | Shareholders [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 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). | ||||||||||||||
Number of common shares issued, shares | 13,376,947 | ||||||||||||||
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 | ||||||||||||||
Warrants [Member] | |||||||||||||||
Fair value grant | $ 277,053 | ||||||||||||||
Number of warrants issued | 97,500 | ||||||||||||||
Cash receipt amount | $ 67,941 | ||||||||||||||
Warrants [Member] | Promissory Notes [Member] | |||||||||||||||
Additional paid in capital | $ 92,416 | ||||||||||||||
Warrants [Member] | Advisor and Consultant [Member] | |||||||||||||||
Number of warrants issued | 1,021,430 | 1,021,430 | |||||||||||||
Number of common stock compensation for services | 449,583 | ||||||||||||||
Number of common stock compensation for services, value | $ 275,801 | ||||||||||||||
Fair value of warrants | $ 277,000 | ||||||||||||||
Warrants [Member] | Advisor and Consultant [Member] | General and Administrative Expense [Member] | |||||||||||||||
Warrants outstanding | $ 185,000 | 185,000 | |||||||||||||
Additional paid in capital | $ 92,000 | $ 92,000 | |||||||||||||
Warrants [Member] | Advisor and Consultant [Member] | Minimum [Member] | |||||||||||||||
Expected life | 2 years | ||||||||||||||
Risk free rate | 0.22% | ||||||||||||||
Expected volatility | 114.30% | ||||||||||||||
Warrants [Member] | Advisor and Consultant [Member] | Maximum [Member] | |||||||||||||||
Expected life | 3 years | ||||||||||||||
Risk free rate | 1.71% | ||||||||||||||
Expected volatility | 132.20% | ||||||||||||||
Warrants [Member] | Advisor and Consultant [Member] | Minimum [Member] | |||||||||||||||
Stock price | $ 0.52 | $ 0.52 | |||||||||||||
Warrants [Member] | Advisor and Consultant [Member] | Maximum [Member] | |||||||||||||||
Stock price | $ 0.974 | $ 0.974 | |||||||||||||
Warrants [Member] | Chief Financial Officer [Member] | |||||||||||||||
Warrants issued | 788,806 | 288,806 | |||||||||||||
Warrants expiration date | Dec. 31, 2030 | ||||||||||||||
Fair value of warrants | $ 464,971 | ||||||||||||||
Warrants [Member] | Brokers [Member] | |||||||||||||||
Number of warrants issued | 1,065,857 | ||||||||||||||
Warrants [Member] | Convertible Note Holders [Member] | |||||||||||||||
Number of warrants issued | 5,631,132 | ||||||||||||||
Warrants [Member] | Exchange Agreement [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 | ||||||||||||||
Advisor Warrant [Member] | Exchange Agreement [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 | ||||||||||||||
Registered Offering [Member] | |||||||||||||||
Number of common shares issued, shares | 47,585 | ||||||||||||||
Proceeds from private offering | $ 28,565 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Common stock, shares authorized | 898,084 | ||||||||||||||
Number of common shares issued, shares | 47,585 | ||||||||||||||
Fair value grant | $ 242,500 | ||||||||||||||
Number of stock issued during the period convertible, shares | 733,085 | ||||||||||||||
Number of common shares issued, value | $ 48 | ||||||||||||||
Common Stock [Member] | Convertible Notes [Member] | |||||||||||||||
Number of common shares issued, value | $ 103,375 | ||||||||||||||
Common Stock [Member] | Investors [Member] | |||||||||||||||
Number of common shares issued, shares | 525,023 | ||||||||||||||
Common Stock [Member] | Directors [Member] | |||||||||||||||
Number of common shares issued, shares | 250,000 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares authorized | 20,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares issued | 215 | 7,830 | 7,830 | 7,830 | 7,830 | 8,045 | 7,830 | ||||||||
Preferred shares outstanding | 7,830 | 8,045 | 7,830 | ||||||||||||
Number of common shares issued, shares | 115 | 6,000 | 6,000 | ||||||||||||
Conversion of stock, shares | 100,000 | ||||||||||||||
Accrued preferred stock dividends | $ 962,148 | $ 257,927 | |||||||||||||
Dividends paid | $ 602,969 | $ 180,000 | |||||||||||||
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 | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jan. 08, 2021 | |
Warrants outstanding, Beginning balance | 6,269,403 | 5,396,723 | |
Warrants outstanding, Expired/cancelled | (2,475,273) | (148,750) | |
Warrants outstanding, Exercised | (97,500) | ||
Warrants outstanding, Issued | 7,146,572 | 1,021,430 | |
Warrants outstanding, Ending balance | 10,843,202 | 6,269,403 | |
Exercise Price | $ 4 | ||
Broker Warrants [Member] | |||
Warrants outstanding, Beginning balance | 321,314 | 321,314 | |
Warrants outstanding, Expired/cancelled | (128,676) | ||
Warrants outstanding, Issued | 1,065,857 | ||
Warrants outstanding, Ending balance | 1,258,495 | 321,314 | |
Broker Warrants [Member] | Minimum [Member] | |||
Exercise Price | $ 1.06 | ||
Expiration Date | Dec. 31, 2021 | ||
Broker Warrants [Member] | Maximum [Member] | |||
Exercise Price | $ 3 | ||
Expiration Date | Jan. 31, 2031 | ||
Consultant and Noteholder Warrants [Member] | |||
Warrants outstanding, Beginning balance | 2,049,837 | 1,177,157 | |
Warrants outstanding, Expired/cancelled | (271,365) | (148,750) | |
Warrants outstanding, Exercised | (97,500) | ||
Warrants outstanding, Issued | 449,583 | 1,021,430 | |
Warrants outstanding, Ending balance | 2,130,555 | 2,049,837 | |
Consultant and Noteholder Warrants [Member] | Minimum [Member] | |||
Exercise Price | $ 0.48 | ||
Expiration Date | Oct. 30, 2017 | ||
Consultant and Noteholder Warrants [Member] | Maximum [Member] | |||
Exercise Price | $ 7.59 | ||
Expiration Date | Mar. 31, 2031 | ||
Warrants Issued on Conversion of Convertible Notes [Member] | |||
Warrants outstanding, Beginning balance | 2,734,530 | 2,734,530 | |
Warrants outstanding, Expired/cancelled | (911,510) | ||
Warrants outstanding, Issued | 5,631,132 | ||
Warrants outstanding, Ending balance | 7,454,152 | 2,734,530 | |
Private Placement Warrants [Member] | |||
Warrants outstanding, Beginning balance | 1,163,722 | 1,163,722 | |
Warrants outstanding, Expired/cancelled | (1,163,722) | ||
Warrants outstanding, Issued | |||
Warrants outstanding, Ending balance | 0 | 1,163,722 | |
Warrants Issued on Conversion of Convertible Notes [Member] | Minimum [Member] | |||
Exercise Price | $ 1.06 | ||
Expiration Date | May 31, 2022 | ||
Warrants Issued on Conversion of Convertible Notes [Member] | Maximum [Member] | |||
Exercise Price | $ 2 | ||
Expiration Date | Feb. 29, 2024 |
Stockholders' Deficiency - Sc_2
Stockholders' Deficiency - Schedule of Stock Option Activities (Details) - $ / shares | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||||
Number of options outstanding, Beginning balance | 4,393,610 | 4,418,019 | 4,147,498 | |
Number of options outstanding, Granted | 2,610,647 | 88,100 | 270,521 | 4,147,498 |
Number of options outstanding, Expired | (112,509) | |||
Number of options outstanding, Exercised | ||||
Number of options outstanding, Ending balance | 7,004,256 | 4,393,610 | 4,418,019 | 4,147,498 |
Weighted average exercise price, Beginning balance | $ 3.1069 | $ 3.1436 | $ 3.2306 | |
Weighted average exercise price, Granted | 1.0072 | 0.7763 | 1.8096 | 3.2306 |
Weighted average exercise price, Expired | 2.723 | |||
Weighted average exercise price, Exercised | ||||
Weighted average exercise price, Ending balance | $ 2.3268 | $ 3.1069 | $ 3.1436 | $ 3.2306 |
Stockholders' Deficiency - Sc_3
Stockholders' Deficiency - Schedule of Fair Value of Option Granted Using Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Risk free interest rate, Minimum | 0.00% | 0.52% | 2.27% |
Risk free interest rate, Maximum | 0.00% | 2.81% | 2.81% |
Expected term (Years) | 0 years | ||
Expected volatility, Minimum | 0.00% | 97.80% | 97.80% |
Expected volatility, Maximum | 0.00% | 141.10% | 141.10% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Fair value of option | $ 0 | $ 0.76 | $ 0.588 |
Expected forfeiture (attrition) rate | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Exercise price | $ 0.74 | $ 1.40 | $ 1.40 |
Expected term (Years) | 2 years | 2 years | |
Maximum [Member] | |||
Exercise price | $ 2.89 | $ 2 | $ 2 |
Expected term (Years) | 3 years | 3 years |
Income Taxes - (Details Narrati
Income Taxes - (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Corporate tax rate | 26.00% | |
Non-capital losses available to offset future taxable income | $ 28,122,308 | $ 17,831,550 |
Operating loss carryforwards, expiration date, description | These losses will expire between 2035 to 2038. |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Net loss | $ (15,491,176) | $ (11,066,942) |
Expected income tax recovery | (4,027,706) | (2,877,405) |
Non-deductible expenses | 1,313,530 | 912,038 |
Other temporary differences | (38,579) | (43,975) |
Change in valuation allowance | 2,752,755 | 2,009,342 |
Income tax recovery |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Disclosure Text Block [Abstract] | ||
Non-capital loss carry forwards | $ 7,311,800 | $ 4,636,203 |
Other temporary differences | 41,256 | 79,834 |
Valuation allowance | (7,353,056) | (4,716,037) |
Deferred tax assets |
Operating Lease Right-of-Use _3
Operating Lease Right-of-Use Assets and Lease Obligations (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Apr. 02, 2019 | |
Operating lease, weighted average rate | 10.00% | ||
General and Administrative Expense [Member] | |||
Operating lease expense | $ 213,767 | $ 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, 2021 | Mar. 31, 2020 | |
Operating lease right-of-use asset - initial recognition | $ 264,472 | |
Balance at March 31, 2021 | 66,120 | |
Current portion of operating lease obligation | 58,257 | $ 213,030 |
Noncurrent portion of operating lease obligation | $ 57,055 | |
ASC 842 [Member] | ||
Operating lease right-of-use asset - initial recognition | 413,236 | |
Amortization | (347,116) | |
Balance at March 31, 2021 | 66,120 | |
Operating lease obligation - initial recognition | 413,236 | |
Repayment and interest accretion | (354,979) | |
Balance at March 31, 2021 | 58,257 | |
Current portion of operating lease obligation | 58,257 | |
Noncurrent portion of operating lease obligation |
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, 2021USD ($) |
Total undiscounted lease obligations | $ 58,731 |
Less Than One Year [Member] | |
Total undiscounted lease obligations | 58,731 |
Beyond One Year [Member] | |
Total undiscounted lease obligations |
Key Management Compensation - S
Key Management Compensation - Schedule of Transaction with Key Management (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Accounting Policies [Abstract] | |||
Salary and allowance | [1] | $ 981,000 | $ 854,000 |
Stock based compensation | [2] | 1,522,773 | 2,393,343 |
Total | $ 2,503,773 | $ 3,247,343 | |
[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. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 21, 2021 | May 31, 2021 | Mar. 31, 2021 |
Forgiveness of debt | $ 1,156,453 | ||
Subsequent Event [Member] | Economic Injury Disaster Loan [Member] | |||
Proceeds from debt | $ 499,000 | ||
Subsequent Event [Member] | Paycheck Protection Program [Member] | |||
Forgiveness of debt | $ 1,200,000 |