Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2019 | Dec. 10, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Nutriband Inc. | |
Entity Central Index Key | 0001676047 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,423,956 | |
Entity Interactive Data Current | No | |
Entity Incorporation State Country Code | NV | |
Entity File Number | 000-55654 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2019 | Jan. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 97,470 | $ 474,653 |
Accounts receivable | 71,989 | 13,088 |
Prepaid expenses | 93,917 | 102,725 |
Total Current Assets | 263,376 | 590,466 |
PROPERTY & EQUIPMENT-net | 119,809 | 146,147 |
OTHER ASSETS: | ||
Goodwill | 1,719,235 | 1,719,235 |
Right of use asset-net | 14,414 | |
Intangible assets-net | 323,968 | 351,770 |
TOTAL ASSETS | 2,440,802 | 2,807,618 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 683,742 | 291,781 |
Customer deposits | 71,225 | |
Operating lease liability | 14,906 | |
Derivative liability | 478,852 | |
Notes payable | 190,000 | 40,000 |
Convertible debt- net of debt discount of $270,000 and $-0- as of October 31, 2019 and January 31, 2019, respectively | ||
Total Current Liabilities | 1,367,500 | 403,006 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, -0- outstanding | ||
Common stock, $.001 par value, 25,000,000 shares authorized; 5,423,956 shares issued and outstanding at October 31, 2019 and January 31, 2019 | 5,424 | 5,424 |
Additional paid-in-capital | 9,026,024 | 8,579,890 |
Accumulated other comprehensive loss | (304) | (52) |
Accumulated deficit | (7,957,842) | (6,180,650) |
Total Stockholders' Equity | 1,073,302 | 2,404,612 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,440,802 | $ 2,807,618 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Oct. 31, 2019 | Jan. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 5,423,956 | 5,423,956 |
Common stock, shares outstanding | 5,423,956 | 5,423,956 |
Convertible debt, net of debt discount | $ 270,000 | $ 0 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 82,567 | $ 162,815 | $ 351,070 | $ 162,815 |
Costs and expenses: | ||||
Cost of revenues | 106,126 | 206,283 | 422,879 | 206,283 |
Selling, general and administrative expenses | 307,015 | 445,152 | 1,281,538 | 2,772,022 |
Total Costs and Expenses | 413,141 | 651,435 | 1,704,417 | 2,978,305 |
Loss from operations | (330,574) | (488,620) | (1,353,347) | (2,815,490) |
Other income (expense) | ||||
Derivative expense | (352,136) | (352,136) | ||
Loss on change in fair value of derivative | (70,150) | (70,150) | ||
Interest expense | (414) | (1,559) | ||
Total other income expense | (422,700) | (423,845) | ||
Loss from operations before provision for income taxes | (753,274) | (488,620) | (1,777,192) | (2,815,490) |
Provision for income taxes | ||||
Net loss | $ (753,274) | $ (488,620) | $ (1,777,192) | $ (2,815,490) |
Net loss per share of common stock-basic and diluted | $ (0.14) | $ (0.09) | $ (0.33) | $ (0.53) |
Weighted average shares of common stock outstanding- basic and diluted | 5,423,956 | 5,456,025 | 5,423,956 | 5,265,406 |
Other Comprehensive Income (Loss): | ||||
Net loss | $ (753,274) | $ (488,620) | $ (1,777,192) | $ (2,815,490) |
Foreign currency translation adjustment | (4) | (252) | 394 | |
Total Comprehensive Income (Loss) | $ (753,274) | $ (488,624) | $ (1,777,444) | $ (2,815,096) |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at Jan. 31, 2018 | $ 5,219 | $ 2,966,145 | $ (446) | $ (2,849,410) | $ 121,508 |
Balance, shares at Jan. 31, 2018 | 5,219,275 | ||||
Issuance of common stock for services | $ 80 | 1,763,870 | $ 1,763,950 | ||
Issuance of common stock for services, shares | 80,500 | 80,500 | |||
Sale of common stock for cash | $ 63 | 999,937 | $ 1,000,000 | ||
Sale of common stock for cash, shares | 62,500 | ||||
Common stock issued upon the exercise of warrants | $ 31 | 499,969 | 500,000 | ||
Common stock issued upon the exercise of warrants, shares | 31,250 | ||||
Common stock issued for acquisition | $ 63 | 1,849,937 | 1,850,000 | ||
Common stock issued for acquisition, shares | 62,500 | ||||
Net loss | (2,815,490) | (2,815,490) | |||
Foreign currency translation adjustment | 394 | 394 | |||
Balance at Oct. 31, 2018 | $ 5,456 | 8,079,858 | (52) | (5,664,900) | 2,420,362 |
Balance, shares at Oct. 31, 2018 | 5,456,025 | ||||
Balance at Jul. 31, 2018 | $ 5,456 | 8,079,858 | (48) | (5,176,280) | 2,908,986 |
Balance, shares at Jul. 31, 2018 | 5,456,025 | ||||
Net loss | (488,620) | (488,620) | |||
Foreign currency translation adjustment | (4) | (4) | |||
Balance at Oct. 31, 2018 | $ 5,456 | 8,079,858 | (52) | (5,664,900) | 2,420,362 |
Balance, shares at Oct. 31, 2018 | 5,456,025 | ||||
Balance at Jan. 31, 2019 | $ 5,424 | 8,579,890 | (52) | (6,180,650) | 2,404,612 |
Balance, shares at Jan. 31, 2019 | 5,423,956 | ||||
Issuance of warrants for services | 252,700 | 252,700 | |||
Relative fair value of warrants issued with debt | 193,434 | 193,434 | |||
Net loss | (1,777,192) | (1,777,192) | |||
Foreign currency translation adjustment | (252) | (252) | |||
Balance at Oct. 31, 2019 | $ 5,424 | 9,026,024 | (304) | (7,957,842) | 1,073,302 |
Balance, shares at Oct. 31, 2019 | 5,423,956 | ||||
Balance at Jul. 31, 2019 | $ 5,424 | 8,832,590 | (304) | (7,204,568) | 1,633,142 |
Balance, shares at Jul. 31, 2019 | 5,423,956 | ||||
Relative fair value of warrants issued with debt | 193,434 | 193,434 | |||
Net loss | (753,274) | (753,274) | |||
Foreign currency translation adjustment | |||||
Balance at Oct. 31, 2019 | $ 5,424 | $ 9,026,024 | $ (304) | $ (7,957,842) | $ 1,073,302 |
Balance, shares at Oct. 31, 2019 | 5,423,956 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (1,777,192) | $ (2,815,490) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Expenses paid on behalf of the Company by related party | 24,300 | |
Depreciation and amortization | 54,140 | 59,527 |
Derivative expense | 352,136 | |
Loss on change in fair value of derivative | 70,150 | |
Amortization of right of use asset | 14,413 | |
Stock-based compensation | 252,700 | 1,763,950 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (58,901) | (93,930) |
Prepaid expenses | 8,808 | 80,320 |
Customer deposits | (71,225) | |
Operating lease liability | (13,921) | |
Accounts payable and accrued expenses | 391,961 | 158,751 |
Net Cash Used In Operating Activities | (776,931) | (822,572) |
Cash flows from investing activities: | ||
Payment on acquisition | (400,000) | |
Purchase of equipment | (4,163) | |
Net Cash Used in Investing Activities | (404,163) | |
Cash flows from financing activities: | ||
Payment of bank overdraft | (762) | |
Proceeds from sale of common stock | 1,000,000 | |
Proceeds from exercise of warrants | 500,000 | |
Proceeds from notes payable | 150,000 | 25,000 |
Proceeds from sale of convertible debt and warrants | 250,000 | |
Payment of notes payable | (1,820) | |
Proceeds from related parties | 4,250 | 2,500 |
Payment of related party payables | (4,250) | (41,038) |
Net Cash Provided by Financing Activities | 400,000 | 1,483,880 |
Effect of exchange rate on cash | (252) | 400 |
Net change in cash | (377,183) | 257,545 |
Cash and cash equivalents - Beginning of period | 474,653 | |
Cash and cash equivalents - End of period | 97,470 | 257,545 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Common stock to be issued for services | 1,763,950 | |
Adoption of ASC 842 Operating lease asset and liability | 28,827 | |
Common stock issued for deposit on acquisition | 1,850,000 | |
Debt discount on convertible notes | $ 270,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Oct. 31, 2019 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Organization Nutriband Inc. (the "Company") is a Nevada corporation, incorporated on January 4, 2016. In January 2016, the Company acquired Nutriband Ltd., an Irish company which was formed by the Company's chief executive officer in 2012 to enter the health and wellness market by marketing transdermal patches. References to the Company relate to the Company and its subsidiaries unless the context indicates otherwise. On August 1, 2018, the Company acquired 4P Therapeutics LLC ("4P Therapeutics") for $2,250,000, consisting of 62,500 shares of common stock, valued at $1,850,000, and $400,000, and a royalty payable to the former owner of 4P Therapeutics, of 6% on all revenue generated by the Company from the abuse deterrent intellectual property that had been developed by 4P Therapeutics. The former owner of 4P Therapeutics has been a director of the Company since April 2018, when the Company entered into the agreement to acquire 4P Therapeutics. 4P Therapeutics is engaged in the development of a series of transdermal pharmaceutical products that are in the preclinical stage of development. Prior to the acquisition of 4P Therapeutics, the Company's business was the development and marketing of a range of transdermal consumer patches. Most of these products are considered drugs in the United States and cannot be marketed in the United States without approval by the Food and Drug Administration (the "FDA"). The Company is not presently taking any steps to seek FDA approval of its consumer transdermal products and its consumer products are not being marketed in the United States. With the acquisition of 4P Therapeutics, 4P Therapeutics' drug development business became the Company's principal business. The Company's approach is to use generic drugs that are off patent and incorporate them into the Company's transdermal drug delivery system. Although these medications have received FDA approval in oral or injectable form, the Company needs to conduct a transdermal product development program which will include the preclinical and clinical trials that are necessary to receive FDA approval before the Company can market any pharmaceutical transdermal products. Reverse Stock Split and Reduction in Authorized Common Stock On June 25, 2019, the Company effected one-for-four reverse split, pursuant to which each share of common stock became and was converted into 0.25 share of common stock, and the Company decreased its authorized common stock from 100,000,000 shares to 25,000,000 shares. The reverse split became effective in the marketplace on July 24, 2019. All share and per share information in these financial statements retroactively reflect the reverse split. Going Concern The Company's consolidated financial statements for the nine months ended October 31, 2019 have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company did not generate any revenue prior to the quarter ended October 31, 2018. For the nine months ended October 31, 2019, the Company generated revenue of $351,070 on which it recorded cost of revenues of $422,879 and a loss from operations of $1,353,347. The Company requires substantial funding to execute its strategic business plan. Successful business operations and its transition to attaining profitability are dependent upon obtaining significant additional financing, generating revenue primarily from its professional services to cover its overhead, developing its products, and obtaining FDA approval to market any product it develops and implementing a marketing program for such products. The Company will not be able to generate any revenue from its proposed transdermal pharmaceutical products without FDA approval. These factors raise substantial doubt about ability of the Company to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2019 | |
Summary Of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated balance sheet as of October 31, 2019 and the consolidated statements of operations, stockholders' equity, and cash flows for the periods presented have been prepared by the Company and are unaudited. The consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods pursuant to Rule 8-03 of Regulation S-X, and consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' equity and cash flows for all periods presented have been made. The information for the consolidated balance sheet as of January 31, 2019 was derived from audited financial statements of the Company. The Company's significant accounting policies are found below. These policies should be read in conjunction with Note 1 in the Company's audited financial statements for the year ended January 31, 2019. Principles of Consolidation The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated. The operations of 4P Therapeutics are included in the Company's financial statements from the date of acquisition of August 1, 2018. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Revenue Recognition The Company recognized revenue in accordance with Topic 606 "Revenue from Contracts with Customers. Topic 606 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to a customer. The Company adopted the guidance under the new revenue standards using the modified retrospective method effective February 1, 2018 and determined no cumulative effect adjusted to retained earnings was necessary upon adoption. Topic 606 requires the Company to recognize revenues when control of the promised goods or services and receipt of payment is probable. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. Upon adoption, Topic 606 replaced most existing revenue recognition guidance in U.S. GAAP. The adoption of Topic the new revenue recognition standards did not have any impact on its consolidated financial statements since the Company did not recognize any revenue prior to the third quarter of 2018, and all revenue is recognized pursuant to Topic 606. Revenue Service Types The following is a description of the Company's revenue service types, which include professional services and sale of goods: ● Professional services include contract research and development related services with clients in the life sciences field on an as-needed basis. Deliverables primarily consist of detailed findings and conclusion reports provided to the client for each given research project engaged. ● Sales revenues are derived from the sale of products. To date, sales related to consumer products sold to the Company's South Korean distributor. Upon receipt of a purchase order, the Company has the order filled and shipped. Contracts with Customers A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party's rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer's intent and ability to pay the promised consideration. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company's different revenue types, the performance obligation is satisfied at different times. The Company's performance obligations include providing products and professional services in the area of research. The Company recognizes product revenue performance obligations in most cases when the product has shipped to the customer. When the Company performs professional service work, it recognizes revenue when it has the right to invoice the customer for the work completed, which typically occurs on a monthly basis for the work performed during that month. All revenue recognized in the statement of operations is revenue from contracts with customers. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by service type and by geographical location. The following tables set forth revenue by service type and by geographical location. Revenue by service type: Three months ended October 31, Nine months ended October 31, 2019 2018 2019 2018 Sale of goods $ - $ 49,000 $ 142,450 $ 49,000 Services 82,567 113,815 208,620 113,815 Total $ 82,567 $ 162,815 $ 351,070 $ 162,815 Revenue by geographic location: Three months ended October 31, Nine months ended October 31, 2019 2018 2019 2018 United States $ 82,567 $ 113,815 $ 208,620 $ 113,815 Non-United States - 49,000 142,450 49,000 Total $ 82,567 $ 162,815 $ 351,070 $ 162,815 Property, Plant and Equipment The Company depreciates its plant and equipment on a straight-line basis over the estimated useful life of the assets. Property, plant and equipment is stated at historical cost. Expenditures for minor repairs, maintenance and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. All major additions and improvements are capitalized. Depreciation is computed using the straight-line method. The lives over which the fixed assets are depreciated range from 3 to 5 years as follows: Lab equipment 5 years Furniture, fixtures and equipment 3 years Intangibles Assets Intangibles assets include trademarks, intellectual property and customer base acquired through business combinations. The Company accounts for Other Intangible Assets under the guidance of ASC 350, "Intangibles-Goodwill and Other." The Company capitalizes certain costs related to patent technology. A substantial component of the purchase price related to the Company's acquisition of 4P Therapeutics in 2018 has also been assigned to intellectual property and other intangibles. Under the guidance, other intangible assets with definite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are tested annually for impairment. Trademarks, intellectual property and customer base are being amortized over their estimated useful lives of ten years. Goodwill Goodwill represents the difference between the total purchase price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition. Goodwill is reviewed for impairment annually, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets exceed their fair value. The Company does not amortize goodwill in accordance with ASC 350. Long-lived Assets Management reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between fair market value of the long-lived asset and the related net book value. Earnings per Share Basic earnings per share of common stock is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of shares of common stock and potential shares of common stock outstanding during the period. Potential shares of common stock consist of shares issuable upon the exercise of outstanding options and common stock purchase warrants. As of October 31, 2019 and 2018, there were 133,214 and 182,500 common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive. Stock-Based Compensation ASC 718, "Compensation - Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services, and, since February 1, 2019, non-employees, are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). For the nine months ended October 31, 2018, the Company accounted for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. As of February 1, 2019, pursuant to ASU 2018-07, ASC 718 was applied to stock-based compensation for both employees and non-employees. Leases In February 2016, the FASB issued ASU 2016-02, "Leases" (Topic 842), to provide a new comprehensive model for lease accounting under this guidance, lessees and lessors should apply a "right-of-use" model in accounting for all leases (including subleases) and eliminate the concept of operating leases and off-balance-sheet leases. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The Company adopted ASU 2016-02 as amended effective February 1, 2019 using the modified retrospective approach. In connection with the adoption, the Company elected to utilize the Comparative Under 840 Option whereby the Company will continue to present prior period financial statements and disclosures under ASC 840. In addition, the Company elected the transition package of three practical expedients permitted under the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification and initial direct costs. The Company completed the necessary changes to its accounting policies, processes, disclosure and internal control over financial reporting. Adoption of the new standard resulted in the recording of right-to-use assets in the amount of $28,827 and lease liabilities related to operating leases in the amount of $28,827 on the Company's consolidated balance sheet as of February 1, 2019. See Note 10, Leases, for Topic 842 disclosures in connection with the adoption of ASU 2016-02. Fair Value Measurements FASB ASC 820, "Fair Value Measurements and Disclosure" ("ASC 820"), 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 participants on the measurement date. ASC 820 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. ASC 820 describes three levels of inputs that may be to measure fair value. The Company utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows: Level 1 -Observable inputs such as quoted market prices in active markets. Level 2 -Inputs other than quoted prices in active markets that are either directly or indirectly observable. Level 3 -Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying value of our financial instruments including cash and cash equivalents, accounts receivable, prepaid expenses, and accrued expenses approximate their fair value due to the short maturities of these financial instruments. Derivative liabilities are determined based on "Level 3" inputs, which are significant and unobservable and have the lowest priority. The recorded values of all other financial instruments approximate their current fair value because of their nature and respective short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis as of October 31, 2019, consisted of the following: Total fair value at October 31, 2019 Quoted Price in active markets Significant other observable inputs Significant other unobservable inputs $ $ $ $ Description: Derivative liability (1) 478,852 - - 478,852 Total 478,852 - - 478,852 (1) The Company has estimated the fair value of this liability using the Binomial Model. Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, "Derivatives and Hedging" and all derivative instruments are reflected as either assets or liabilities at fair value on the balance sheet. The Company uses estimates at fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, when available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The value presented may not represent future fair values and may not be reliable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of October 31, 2019, the Company had a $478,852 derivative liability. Fair value estimates are made at a specific point in time, based on relevant market information about the financial statement. These estimates are subjective in nature and involve uncertainties and matter of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Recent Accounting Standards The Company has implemented all new pronouncements, including the adoption of ASC 842 and 718, that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Oct. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT October 31, January 31, 2019 2019 Lab equipment $ 144,585 $ 144,585 Furniture, fixtures and equipment 19,643 19,643 164,228 164,228 Less: Accumulated depreciation (44,419 ) (18,081 ) Net Property and Equipment $ 119,809 $ 146,147 Depreciation expense amounted to $26,338 and $347 for the nine months ended October 31, 2019 and 2018, respectively. |
Notes Payable_Convertible Debt
Notes Payable/Convertible Debt | 9 Months Ended |
Oct. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE/CONVERTIBLE DEBT | 4. NOTES PAYABLE/CONVERTIBLE DEBT On September 12, 2017, the Company borrowed $15,000 on an interest-free basis from a minority stockholder. In April 2018, the Company borrowed an additional $25,000 from the minority stockholder. During 2019, the Company borrowed an additional $150,000. The loans are interest free and due upon demand. The balance due on such loans was $190,000 on October 31, 2019, and $40,000 on January 31, 2019, which is included in notes payable. During the nine months ended October 31, 2019, the Company's chief financial officer advanced the Company $4,250, all of which was repaid as of October 31, 2019. On October 30, 2019, the Company entered into a securities purchase agreement with two investors pursuant to which the Company issued to the investors (i) 6% one-year convertible promissory notes in the principal amount of $270,000 and (ii) three-year warrant to purchase 50,000 shares of common stock at an exercise price equal to the lesser of (i) $20.90 or (ii) if the Company completes a public offering, 110% of the initial public offering price of the common stock in the public offering. The gross proceeds from this financing were $250,000, and net proceeds were approximately $203,000. The notes are convertible at a conversion price equal to the lesser of (i) the per share price of our common stock offered in a public offering or (ii) the variable conversion price, which is defined as 70% of the lowest trading price of the common stock during the 20 trading days preceding the date of conversion. The conversion price and the percentage of the trading price is subject to downward adjustment in the event the Company fails to comply with the obligations under the notes. The Company has the right to prepay the notes during the 180 days following the issuance of the notes at a premium of 115% of the outstanding principal and interest during the 60 days following the date of issuance of the note, which percentage increases to 125% during the remainder of the 180 day period. The Company is required to pay the notes one business day after the closing of the first to occur of (a) the next public offering of the Company's securities or (b) the next private placement of the Company's equity or debt securities in which the Borrower received net proceeds of at least $1.0 million, (c) issuance of securities pursuant to an equity line of credit or (d) a financing with a bank or other institutional lender. The Company recorded a debt discount of $270,000 as of October 31, 2019. The debt discount will be amortized over the life of the note. The Company is also required to increase its authorized common stock to 250,000,000 shares as soon as practical, but in event later than 90 days following the date the securities purchase agreement, which would be January 28, 2020. |
Acquisition of Business
Acquisition of Business | 9 Months Ended |
Oct. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITION OF BUSINESS | 5. ACQUISITION OF BUSINESS On August 1, 2018, the Company acquired 100% of the membership interests of 4P Therapeutics, pursuant to an agreement dated April 5, 2018, for $2,250,000, consisting of 62,500 shares of common stock, valued at $1,850,000, a payment of $400,000, and a royalty payable to the former owner of 4P Therapeutics of 6% on all revenue generated by us from the abuse deterrent intellectual property that had been developed by 4P Therapeutics. The primary purpose of the acquisition is to acquire the intellectual property of 4P Therapeutics and complete the development and seek FDA approval on a number of transdermal pharmaceutical products under development by 4P Therapeutics which are in the preclinical stage. As a result of the acquisition of 4P Therapeutics, the Company has a pipeline of potential products. Acquisition costs, which were minimal, have been expensed as incurred in accordance with ASC 350. Details of the net assets acquired are as follows: Fair Value Recognized On Acquisition Equipment $ 160,065 Customer base 136,500 Intellectual property 234,200 Goodwill 1,719,235 Net assets acquired $ 2,250,000 Satisfied by: Common stock issued (1,850,000 ) Cash outflows on acquisition $ 400,000 ) The following unaudited pro forma condensed financial information presents the combined results of operations of the Company and 4P Therapeutics as if the acquisition occurred as of the beginning of nine-month period ended July 31, 2018. The unaudited pro forma condensed financial information is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition occurred at the beginning of the period presented and should not be taken as being representation of the future consolidated results of operations of the Company. Nine months ended As Reported Pro Forma Revenue $ 162,815 $ 494,679 Net loss $ (2,815,490 ) $ (2,910,123 ) Loss per share of common stock (basic and diluted) $ (0.53 ) $ (0.55 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Oct. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 6. INTANGIBLE ASSETS AND GOODWILL At October 31, 2019 and January 31, 2019, intangible assets consisted of intellectual property, customer base and trademarks, net of amortization, as follows: October 31, January 31, 2019 2019 Customer base $ 136,500 $ 136,500 Intellectual property 234,200 234,200 Goodwill 1,719,235 1,719,235 Total 2,089,935 2,089,935 Less: Accumulated amortization (46,732 ) (18,930 ) Net Intangible Assets $ 2,043,203 $ 2,071,005 The value of the intangible assets, consisting of intellectual property and customer base has been recorded at their fair value by the Company after completing a valuation and are being amortized over a period of ten years. Amortization expense for the nine months ended October 31, 2019 and 2018 was $27,802 and $-0- respectively. No value has been given to the potential royalty payable to the former owner since the royalty is contingent upon the Company generating revenue from any source and there is no marketable product and there are material uncertainties, including the need for FDA approval, as to whether or when any revenue will be generated from the intellectual property subject to the royalty. If any royalties are paid to the former owner of 4P Therapeutics, the royalties will be expensed as incurred and treated as a cost of revenue. Intangible assets consist of: Intellectual property $ 234,200 Accumulated amortization (29,670 ) Book value at October 31, 2019 $ 204,530 Customer base $ 136,500 Accumulated amortization (17,062 ) Book value at October 31, 2019 $ 119,438 Total Intangible Assets, Net $ 323,968 Trademarks and Customer Estimated Amortization: Intellectual Property Base Total Year Ended January 31, 2020 $ 5,855 $ 3,413 $ 9,268 2021 23,420 13,650 37,070 2022 23,420 13,650 37,070 2023 23,420 13,650 37,070 2024 and thereafter 128,415 75,075 203,490 $ 204,530 $ 119,438 $ 323,968 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Oct. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 7. DERIVATIVE LIABILITIES The embedded conversion option of the convertible debentures described in Note 4 contain conversion features that qualify for embedded derivative classification. The fair value of the liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. The table below sets forth a summary in the fair value of the Company's Level 3 financial liabilities: October 31, Balance at the beginning of the period $ - Fair value of derivative liabilities in excess of notes proceeds received 408,702 Change in value of embedded conversion option 70,150 $ 478,852 The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair value were determined by using the Binomial Model based on various assumptions. At issuance, the expected volatility was 159.01%; risk-free interest rate of 1.58%; and expected term of one year. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS a) The former owner of 4P Therapeutics has been a director of the Company since April 2018, when the Company entered into an agreement to acquire 4P Therapeutics. See Note 4 in connection with the terms of the acquisition of 4P Therapeutics from the former owner. The former owner was not a director of the Company when the acquisition agreement was signed. b) During the nine months ended October 31, 2018, the Company issued 68,000 shares of common stock, valued at $1,419,300, issued to executive officers and their affiliates; and 7,500 shares of common stock, valued at $222,000, issued to the Company's independent directors. c) On February 19, 2019, the Company granted an executive officer an option to purchased 25,000 shares of the Company's common stock at an exercise price equal to 75% of the market price on the date the Company receives notice of exercise. The fair value of the warrant on the date of grant using the Black Scholes model was $252,700 and was expensed during the nine months ended October 31, 2019. The warrant expired unexercised on May 19, 2019. d) During the nine months ended October 31, 2019, the Company's chief financial officer advanced the Company $4,250, all of which was repaid as October 31, 2019. |
Common Stock
Common Stock | 9 Months Ended |
Oct. 31, 2019 | |
Equity [Abstract] | |
COMMON STOCK | 9. COMMON STOCK During the nine months ended October 31, 2018, the Company issued a total of 80,500 shares for services valued at $1,763,950 as follows: (i) 68,000 shares of common stock, valued at $1,419,300, issued to executive officers and their affiliates; (ii) 7,500 shares of common stock, valued at $222,000, issued to the Company's independent directors; (iii) 2,500 shares of common stock, valued at $74,000, issued to the Company's advisory board member; and (iv) 2,500 shares of common stock, valued at $48,600, issued to a non-affiliated party for services. On May 2, 2018, the Company sold to an unrelated party for $1.0 million, 62,500 shares stock and 30-day warrants to purchase 62,500 shares of common stock at $16.00 per share. On May 27, 2018, the unrelated party exercised warrants to purchase 31,250 shares of common stock for proceeds of $500,000 and on June 2, 2018, warrants to purchase 31,250 shares of common stock expired unexercised. On July 31, 2018, the Company issued 62,500 shares of common stock valued at $1,850,000 representing a portion of the purchase price for the equity of 4P Therapeutics. See Notes 4 and 6. In November 2018, one of the defendants in the legal proceedings with Advanced Health Brands, Inc., returned 50,000 shares of common stock that had been issued to her, and these shares were cancelled as of January 31, 2019. On May 24, 2019, the board of directors created a series of preferred stock consisting of 2,500,000 shares designated as the Series A Convertible Preferred Stock ("Series A Preferred Stock"). On June 20, 2019, the Series A preferred Stock was terminated and the 2,500,000 shares were restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, until such stock is once more designated as part of a particular series by the board of directors. |
Warrants and Options
Warrants and Options | 9 Months Ended |
Oct. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS AND OPTIONS | 10. WARRANTS AND OPTIONS The following table summarizes the changes in warrants outstanding and the related price of the shares of the Company's common stock issued to non-employees of the Company. Weighted Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2019 182,500 $ 6.32 0.35 years $ 4,101,000 Granted 50,000 20.90 3.00 years - Expired/Cancelled (125,000 ) 2.80 - - Exercised - - - - Outstanding-period ending October 31, 2019 107,500 $ 17.21 1.53 years $ 837,500 Exercisable - period ending October 31, 2019 107,500 $ 17.21 1.53 years $ 837,500 1 The exercise price for these warrants is the lesser of (i) $20.90 or, (ii) if the Company completes a public offering of its common stock, 110% of the initial public offering price of the Common Stock in the next firm commitment public offering of the Company's securities. Since the Company has not completed a public offering since the issuance of the warrants, an exercise price of $20.90 has been used in the foregoing table and in the table below. The following table summarizes additional information relating to the warrants outstanding at October 31, 2019: Range of Exercise Number Remaining Contractual Exercise Price for Number Exercise Price for Prices Outstanding Life(Years) Shares Outstanding Exercisable Shares Exercisable $ 20.90 50,000 3.00 $ 20.90 50,000 $ 20.90 $ 14.00 57,500 0.25 $ 14.00 57,500 $ 14.00 The following table summarizes the changes in options outstanding and the related price of the shares of the Company's common stock issued to non-employees of the Company. Exercise Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2019 - $ - - $ - Granted 25,000 25.64 0.05 years 232,750 Expired (25,000 ) 25.64 - - Exercised - - - - Outstanding-period ending October 31, 2019 - $ - - $ - Exercisable - period ending October 31, 2019 - $ - - $ - |
Leases
Leases | 9 Months Ended |
Oct. 31, 2019 | |
Leases [Abstract] | |
LEASES | 11. LEASES The Company has operating leases for its facilities used for research and development, sales and administration. These leases have remaining lease terms of less than one year. Certain of these leases contain options to extend the term of the lease and certain of these leases contain options to terminate the lease within a specified period of time. The options to extend or terminate a lease are included in the lease term when it is reasonably likely that the Company will elect that option. The Company is not a party to any material sublease arrangements. The components of lease expense, which are included in cost of revenues and general and administrative expense, based on the underlying uses of the right of use asset, were as follows: Nine Months Ended October 31, Amortization of right-of-use asset $ 14,414 Interest on lease liability 1,559 Operating lease costs - Total Lease Cost $ 15,973 Supplementary cash flow information related to leases are as follows: Nine Months Ended October 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 14,414 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 28,827 Supplementary balance sheet information related to leases are as follows: October 31, Operating Leases: Operating lease right-of -use assets $ 14,414 Operating lease liabilities 14,906 Weighted-Average Remaining Lease Term: Operating leases 0.75 Weighted-Average Discount Rate: Operating leases 9.24 % Our discount rate is based on our incremental borrowing rate. Maturities of lease liabilities were as follows as of October 31, 2019: Operating Year Ending January 31, Leases 2020-remaining $ 5,160 2021-remaining 10,320 Total undiscounted cash flows 15,480 Less: imputed interest (574 ) Present value of lease liabilities $ 14,906 |
Contingencies
Contingencies | 9 Months Ended |
Oct. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 12. CONTINGENCIES On July 27, 2018, the Company commenced an action in the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida, against Advanced Health Brands, Inc., Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy, Laura Fillman and John Baker, together with a Motion for Temporary Injunction Without Notice and a Motion for Prejudgment Writ of Replevin arising from the Company's decision to seek to rescind for misrepresentation the agreement by which the Company acquired advanced Health Brans, Inc. for 1,250,000 shares of common stock valued at $2,500,000 and seek return of the shares. On August 2, 2018, the court entered a Temporary Injunction Without Notice and an Order to Show Cause against the defendants. Defendants Kalmar, Murphy, Polly-Murphy, and Baker filed a Motion to Dismiss our Verified Complaint, Motion to Dissolve Temporary Injunction Without Notice and Response to Order to Show Cause, and Motion to Compel Arbitration. On January 4, 2019, the court dismissed the Company's complaint with prejudice, and directed the defendants to assign the Company within 30 days, the six patents never duly transferred to the Company. On February 1, 2019, the Company appealed the court's order. Pursuant to a settlement agreement with one of the defendants, that defendant returned the 50,000 shares which had been issued to her, and the shares were cancelled as of January 31, 2019. On June 7, 2019, the individual defendants (other than the defendant with whom we have a settlement agreement), filed a motion for sanctions and civil contempt against us, which generally claimed that we failed to comply with the Court's January 4, 2019 order by refusing to issue the Rule 144 letters that would allow the defendants to transfer their shares of our common stock. On October 29, 2019 the court denied defendants' motion. On August 22, 2018, four of the defendants in the Florida action described in the previous paragraph filed a complaint against the Company in the Franklin County, Ohio Court of Common Pleas seeking a declaratory judgment permitting them to sell the shares of common stock they received pursuant to the acquisition agreement. The parties have agreed to a stay pending the outcome of the Florida litigation. On April 29, 2019, the Company filed a securities fraud action in the U.S. District Court for the Eastern District of New York against Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy, Advanced Health Brands and TD Therapeutic, Inc. In the complaint the Company alleges that in 2017, the defendants fraudulently and deceitfully obtained 1,250,000 shares of common stock by orchestrating a months-long scheme to defraud us. We are seeking the return of the 1,250,000 shares of common stock and monetary damages resulting from the defendants' fraudulent conduct. The defendants have advised the court that they intend to file a motion to dismiss the complaint and requested a pre-motion conference. The defendants filed their motion to dismiss on August 23, 2019, and we filed our response on September 13, 2019. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS In accordance with ASC 855-10, management reviewed all material events through the date of this report. There are no material subsequent events to report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2019 | |
Summary Of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated. The operations of 4P Therapeutics are included in the Company's financial statements from the date of acquisition of August 1, 2018. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognized revenue in accordance with Topic 606 "Revenue from Contracts with Customers. Topic 606 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to a customer. The Company adopted the guidance under the new revenue standards using the modified retrospective method effective February 1, 2018 and determined no cumulative effect adjusted to retained earnings was necessary upon adoption. Topic 606 requires the Company to recognize revenues when control of the promised goods or services and receipt of payment is probable. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. Upon adoption, Topic 606 replaced most existing revenue recognition guidance in U.S. GAAP. The adoption of Topic the new revenue recognition standards did not have any impact on its consolidated financial statements since the Company did not recognize any revenue prior to the third quarter of 2018, and all revenue is recognized pursuant to Topic 606. Revenue Service Types The following is a description of the Company's revenue service types, which include professional services and sale of goods: ● Professional services include contract research and development related services with clients in the life sciences field on an as-needed basis. Deliverables primarily consist of detailed findings and conclusion reports provided to the client for each given research project engaged. ● Sales revenues are derived from the sale of products. To date, sales related to consumer products sold to the Company's South Korean distributor. Upon receipt of a purchase order, the Company has the order filled and shipped. Contracts with Customers A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party's rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer's intent and ability to pay the promised consideration. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company's different revenue types, the performance obligation is satisfied at different times. The Company's performance obligations include providing products and professional services in the area of research. The Company recognizes product revenue performance obligations in most cases when the product has shipped to the customer. When the Company performs professional service work, it recognizes revenue when it has the right to invoice the customer for the work completed, which typically occurs on a monthly basis for the work performed during that month. All revenue recognized in the statement of operations is revenue from contracts with customers. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by service type and by geographical location. The following tables set forth revenue by service type and by geographical location. Revenue by service type: Three months ended October 31, Nine months ended October 31, 2019 2018 2019 2018 Sale of goods $ - $ 49,000 $ 142,450 $ 49,000 Services 82,567 113,815 208,620 113,815 Total $ 82,567 $ 162,815 $ 351,070 $ 162,815 Revenue by geographic location: Three months ended October 31, Nine months ended October 31, 2019 2018 2019 2018 United States $ 82,567 $ 113,815 $ 208,620 $ 113,815 Non-United States - 49,000 142,450 49,000 Total $ 82,567 $ 162,815 $ 351,070 $ 162,815 |
Property, Plant and Equipment | Property, Plant and Equipment The Company depreciates its plant and equipment on a straight-line basis over the estimated useful life of the assets. Property, plant and equipment is stated at historical cost. Expenditures for minor repairs, maintenance and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. All major additions and improvements are capitalized. Depreciation is computed using the straight-line method. The lives over which the fixed assets are depreciated range from 3 to 5 years as follows: Lab equipment 5 years Furniture, fixtures and equipment 3 years |
Intangibles Assets | Intangibles Assets Intangibles assets include trademarks, intellectual property and customer base acquired through business combinations. The Company accounts for Other Intangible Assets under the guidance of ASC 350, "Intangibles-Goodwill and Other." The Company capitalizes certain costs related to patent technology. A substantial component of the purchase price related to the Company's acquisition of 4P Therapeutics in 2018 has also been assigned to intellectual property and other intangibles. Under the guidance, other intangible assets with definite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are tested annually for impairment. Trademarks, intellectual property and customer base are being amortized over their estimated useful lives of ten years. |
Goodwill | Goodwill Goodwill represents the difference between the total purchase price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition. Goodwill is reviewed for impairment annually, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets exceed their fair value. The Company does not amortize goodwill in accordance with ASC 350. |
Long-lived Assets | Long-lived Assets Management reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between fair market value of the long-lived asset and the related net book value. |
Earnings per Share | Earnings per Share Basic earnings per share of common stock is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of shares of common stock and potential shares of common stock outstanding during the period. Potential shares of common stock consist of shares issuable upon the exercise of outstanding options and common stock purchase warrants. As of October 31, 2019 and 2018, there were 133,214 and 182,500 common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive. |
Stock-Based Compensation | Stock-Based Compensation ASC 718, "Compensation - Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services, and, since February 1, 2019, non-employees, are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). For the nine months ended October 31, 2018, the Company accounted for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. As of February 1, 2019, pursuant to ASU 2018-07, ASC 718 was applied to stock-based compensation for both employees and non-employees. |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, "Leases" (Topic 842), to provide a new comprehensive model for lease accounting under this guidance, lessees and lessors should apply a "right-of-use" model in accounting for all leases (including subleases) and eliminate the concept of operating leases and off-balance-sheet leases. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The Company adopted ASU 2016-02 as amended effective February 1, 2019 using the modified retrospective approach. In connection with the adoption, the Company elected to utilize the Comparative Under 840 Option whereby the Company will continue to present prior period financial statements and disclosures under ASC 840. In addition, the Company elected the transition package of three practical expedients permitted under the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification and initial direct costs. The Company completed the necessary changes to its accounting policies, processes, disclosure and internal control over financial reporting. Adoption of the new standard resulted in the recording of right-to-use assets in the amount of $28,827 and lease liabilities related to operating leases in the amount of $28,827 on the Company's consolidated balance sheet as of February 1, 2019. See Note 10, Leases, for Topic 842 disclosures in connection with the adoption of ASU 2016-02. |
Fair Value Measurements | Fair Value Measurements FASB ASC 820, "Fair Value Measurements and Disclosure" ("ASC 820"), 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 participants on the measurement date. ASC 820 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. ASC 820 describes three levels of inputs that may be to measure fair value. The Company utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows: Level 1 -Observable inputs such as quoted market prices in active markets. Level 2 -Inputs other than quoted prices in active markets that are either directly or indirectly observable. Level 3 -Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying value of our financial instruments including cash and cash equivalents, accounts receivable, prepaid expenses, and accrued expenses approximate their fair value due to the short maturities of these financial instruments. Derivative liabilities are determined based on "Level 3" inputs, which are significant and unobservable and have the lowest priority. The recorded values of all other financial instruments approximate their current fair value because of their nature and respective short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis as of October 31, 2019, consisted of the following: Total fair value at October 31, 2019 Quoted Price in active markets Significant other observable inputs Significant other unobservable inputs $ $ $ $ Description: Derivative liability (1) 478,852 - - 478,852 Total 478,852 - - 478,852 (1) The Company has estimated the fair value of this liability using the Binomial Model. |
Derivative Liabilities | Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, "Derivatives and Hedging" and all derivative instruments are reflected as either assets or liabilities at fair value on the balance sheet. The Company uses estimates at fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, when available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The value presented may not represent future fair values and may not be reliable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of October 31, 2019, the Company had a $478,852 derivative liability. Fair value estimates are made at a specific point in time, based on relevant market information about the financial statement. These estimates are subjective in nature and involve uncertainties and matter of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Recent Accounting Standards | Recent Accounting Standards The Company has implemented all new pronouncements, including the adoption of ASC 842 and 718, that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Summary Of Significant Accounting Policies [Abstract] | |
Schedule of disaggregation of revenues | Three months ended October 31, Nine months ended October 31, 2019 2018 2019 2018 Sale of goods $ - $ 49,000 $ 142,450 $ 49,000 Services 82,567 113,815 208,620 113,815 Total $ 82,567 $ 162,815 $ 351,070 $ 162,815 Three months ended October 31, Nine months ended October 31, 2019 2018 2019 2018 United States $ 82,567 $ 113,815 $ 208,620 $ 113,815 Non-United States - 49,000 142,450 49,000 Total $ 82,567 $ 162,815 $ 351,070 $ 162,815 |
Schedule of property plant and equipment | Lab equipment 5 years Furniture, fixtures and equipment 3 years |
Schedule of fair value measured on a recurring basis | Total fair value at October 31, 2019 Quoted Price in active markets Significant other observable inputs Significant other unobservable inputs $ $ $ $ Description: Derivative liability (1) 478,852 - - 478,852 Total 478,852 - - 478,852 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | October 31, January 31, 2019 2019 Lab equipment $ 144,585 $ 144,585 Furniture, fixtures and equipment 19,643 19,643 164,228 164,228 Less: Accumulated depreciation (44,419 ) (18,081 ) Net Property and Equipment $ 119,809 $ 146,147 |
Acquisition of Business (Tables
Acquisition of Business (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of net assets acquired | Fair Value Recognized On Acquisition Equipment $ 160,065 Customer base 136,500 Intellectual property 234,200 Goodwill 1,719,235 Net assets acquired $ 2,250,000 Satisfied by: Common stock issued (1,850,000 ) Cash outflows on acquisition $ 400,000 ) |
Schedule of unaudited pro forma condensed financial information | Nine months ended As Reported Pro Forma Revenue $ 162,815 $ 494,679 Net loss $ (2,815,490 ) $ (2,910,123 ) Loss per share of common stock (basic and diluted) $ (0.53 ) $ (0.55 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization | October 31, January 31, 2019 2019 Customer base $ 136,500 $ 136,500 Intellectual property 234,200 234,200 Goodwill 1,719,235 1,719,235 Total 2,089,935 2,089,935 Less: Accumulated amortization (46,732 ) (18,930 ) Net Intangible Assets $ 2,043,203 $ 2,071,005 |
Schedule of changes in intangible assets | Intellectual property $ 234,200 Accumulated amortization (29,670 ) Book value at October 31, 2019 $ 204,530 Customer base $ 136,500 Accumulated amortization (17,062 ) Book value at October 31, 2019 $ 119,438 Total Intangible Assets, Net $ 323,968 |
Schedule of estimated amortization | Trademarks and Customer Estimated Amortization: Intellectual Property Base Total Year Ended January 31, 2020 $ 5,855 $ 3,413 $ 9,268 2021 23,420 13,650 37,070 2022 23,420 13,650 37,070 2023 23,420 13,650 37,070 2024 and thereafter 128,415 75,075 203,490 $ 204,530 $ 119,438 $ 323,968 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule reconciliation of Derivative Liabilities | October 31, Balance at the beginning of the period $ - Fair value of derivative liabilities in excess of notes proceeds received 408,702 Change in value of embedded conversion option 70,150 $ 478,852 |
Warrants and Options (Tables)
Warrants and Options (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Schedule of additional warrants outstanding | Range of Exercise Number Remaining Contractual Exercise Price for Number Exercise Price for Prices Outstanding Life(Years) Shares Outstanding Exercisable Shares Exercisable $ 20.90 50,000 3.00 $ 20.90 50,000 $ 20.90 $ 14.00 57,500 0.25 $ 14.00 57,500 $ 14.00 |
Stock Options [Member] | |
Schedule of warrants | Exercise Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2019 - $ - - $ - Granted 25,000 25.64 0.05 years 232,750 Expired (25,000 ) 25.64 - - Exercised - - - - Outstanding-period ending October 31, 2019 - $ - - $ - Exercisable - period ending October 31, 2019 - $ - - $ - |
Warrants [Member] | |
Schedule of warrants | Weighted Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2019 182,500 $ 6.32 0.35 years $ 4,101,000 Granted 50,000 20.90 3.00 years - Expired/Cancelled (125,000 ) 2.80 - - Exercised - - - - Outstanding-period ending October 31, 2019 107,500 $ 17.21 1.53 years $ 837,500 Exercisable - period ending October 31, 2019 107,500 $ 17.21 1.53 years $ 837,500 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Leases [Abstract] | |
Schedule of components of lease expense | Nine Months Ended October 31, Amortization of right-of-use asset $ 14,414 Interest on lease liability 1,559 Operating lease costs - Total Lease Cost $ 15,973 |
Schedule of cash flow information related to leases | Nine Months Ended October 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 14,414 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 28,827 |
Schedule of balance sheet information | October 31, Operating Leases: Operating lease right-of -use assets $ 14,414 Operating lease liabilities 14,906 Weighted-Average Remaining Lease Term: Operating leases 0.75 Weighted-Average Discount Rate: Operating leases 9.24 % |
Schedule of maturities of lease liabilities | Operating Year Ending January 31, Leases 2020-remaining $ 5,160 2021-remaining 10,320 Total undiscounted cash flows 15,480 Less: imputed interest (574 ) Present value of lease liabilities $ 14,906 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Aug. 02, 2018 | Jun. 25, 2019 | Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2018 |
Organization and Description of Business (Textual) | ||||||
Description of acquired | The Company acquired 4P Therapeutics LLC ("4P Therapeutics") for $2,250,000, consisting of 62,500 shares of common stock, valued at $1,850,000, and $400,000, and a royalty payable to the former owner of 4P Therapeutics, of 6% on all revenue generated by the Company from the abuse deterrent intellectual property that had been developed by 4P Therapeutics. The former owner of 4P Therapeutics has been a director of the Company since April 2018, when the Company entered into the agreement to acquire 4P Therapeutics. | |||||
Revenue | $ 82,567 | $ 162,815 | $ 351,070 | $ 162,815 | ||
Cost of revenues | 422,879 | |||||
Loss from operations | $ (753,274) | $ (488,620) | $ (1,777,192) | $ (2,815,490) | ||
Reverse stock split and reduction, description | The Company effected one-for-four reverse split, pursuant to which each share of common stock became and was converted into 0.25 share of common stock, and the Company decreased its authorized common stock from 100,000,000 shares to 25,000,000 shares. The reverse split became effective in the marketplace on July 24, 2019. All share and per share information in these financial statements retroactively reflect the reverse split. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Revenue by service type | ||||
Sale of goods | $ 49,000 | $ 142,450 | $ 49,000 | |
Services | 82,567 | 113,815 | 208,620 | 113,815 |
Total | $ 82,567 | $ 162,815 | $ 351,070 | $ 162,815 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Revenue by geographical location | ||||
Total | $ 82,567 | $ 162,815 | $ 351,070 | $ 162,815 |
United States [Member] | ||||
Revenue by geographical location | ||||
Total | 82,567 | 113,815 | 208,620 | 113,815 |
Non-United States [Member] | ||||
Revenue by geographical location | ||||
Total | $ 49,000 | $ 142,450 | $ 49,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) | 9 Months Ended |
Oct. 31, 2019 | |
Lab equipment [Member] | |
Property, Plant and Equipment | 5 years |
Furniture, fixtures and equipment [Member] | |
Property, Plant and Equipment | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) | Oct. 31, 2019USD ($) | |
Derivative liability | $ 478,852 | [1] |
Total | 478,852 | |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability | [1] | |
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Derivative liability | [1] | |
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability | 478,852 | [1] |
Total | $ 478,852 | |
[1] | The Company has estimated the fair value of this liability using the Binomial Model. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 9 Months Ended | |||
Oct. 31, 2019 | Oct. 31, 2018 | Feb. 02, 2019 | Jan. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | ||||
Potential shares of common stock | 133,214 | 182,500 | ||
Right of use asset-net | $ 14,414 | |||
Operating lease liability | $ 14,906 | |||
Intangibles assets estimated useful lives | 10 years | |||
Derivative liability | $ 478,852 | |||
Leases [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Right of use asset-net | $ 28,827 | |||
Operating lease liability | $ 28,827 | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Property plant and equipment | 5 years | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Property plant and equipment | 3 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Oct. 31, 2019 | Jan. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 164,228 | $ 164,228 |
Less: Accumulated depreciation | (44,419) | (18,081) |
Net Property and Equipment | 119,809 | 146,147 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Net Property and Equipment | 144,585 | 144,585 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Net Property and Equipment | $ 19,643 | $ 19,643 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 9 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 26,338 | $ 347 |
Notes Payable_Convertible Debt
Notes Payable/Convertible Debt (Details) - USD ($) | 9 Months Ended | |||
Oct. 31, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Sep. 12, 2017 | |
Notes Payable Convertible Debt (Textual) | ||||
Balance due | $ 190,000 | $ 40,000 | ||
Debt discount | $ 270,000 | |||
Notes payable convertible debt description | The Company entered into a securities purchase agreement with two investors pursuant to which the Company issued to the investors (i) 6% one-year convertible promissory notes in the principal amount of $270,000 and (ii) three-year warrant to purchase 50,000 shares of common stock at an exercise price equal to the lesser of (i) $20.90 or (ii) if the Company completes a public offering, 110% of the initial public offering price of the common stock in the public offering. The gross proceeds from this financing were $250,000, and net proceeds were approximately $203,000. | |||
Description of convertible notes | The lesser of (i) the per share price of our common stock offered in a public offering or (ii) the variable conversion price, which is defined as 70% of the lowest trading price of the common stock during the 20 trading days preceding the date of conversion. The conversion price and the percentage of the trading price is subject to downward adjustment in the event the Company fails to comply with the obligations under the notes. The Company has the right to prepay the notes during the 180 days following the issuance of the notes at a premium of 115% of the outstanding principal and interest during the 60 days following the date of issuance of the note, which percentage increases to 125% during the remainder of the 180 day period. The Company is required to pay the notes one business day after the closing of the first to occur of (a) the next public offering of the Company’s securities or (b) the next private placement of the Company’s equity or debt securities in which the Borrower received net proceeds of at least $1.0 million, (c) issuance of securities pursuant to an equity line of credit or (d) a financing with a bank or other institutional lender. | |||
Common stock shares authorized | 25,000,000 | 25,000,000 | ||
Securities purchase agreement | Jan. 28, 2020 | |||
Notes Payable Convertible Debt [Member] | ||||
Notes Payable Convertible Debt (Textual) | ||||
Common stock shares authorized | 250,000,000 | |||
Minority Stockholder [Member] | ||||
Notes Payable Convertible Debt (Textual) | ||||
Borrowed amount | $ 150,000 | $ 25,000 | $ 15,000 | |
Chief Financial Officer [Member] | ||||
Notes Payable Convertible Debt (Textual) | ||||
Advanced amount | $ 4,250 |
Acquisition of Business (Detail
Acquisition of Business (Details) - USD ($) | Aug. 02, 2018 | Oct. 31, 2019 | Jan. 31, 2019 |
Fair Value Recognized On Acquisition | |||
Equipment | $ 160,065 | ||
Customer base | 136,500 | ||
Intellectual property | 234,200 | ||
Goodwill | 1,719,235 | $ 1,719,235 | $ 1,719,235 |
Net assets acquired | 2,250,000 | ||
Satisfied by: | |||
Common stock issued | (1,850,000) | ||
Cash outflows on acquisition | $ (400,000) |
Acquisition of Business (Deta_2
Acquisition of Business (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Business Combinations [Abstract] | ||||
Revenue | $ 82,567 | $ 162,815 | $ 351,070 | $ 162,815 |
Net loss | $ (753,274) | $ (488,620) | $ (1,777,192) | $ (2,815,490) |
Loss per share of common stock (basic and diluted) | $ (0.14) | $ (0.09) | $ (0.33) | $ (0.53) |
Revenue, Pro Forma | $ 494,679 | |||
Net loss, Pro Forma | $ (2,910,123) | |||
Loss per share of common stock (basic and diluted), Pro Forma | $ (0.55) |
Acquisition of Business (Deta_3
Acquisition of Business (Details Textual) - 4P Therapeutics LLC [Member] - USD ($) | Apr. 05, 2018 | Aug. 01, 2018 |
Acquisition of Business (Textual) | ||
Acquired common stock, shares | 62,500 | |
Acquired common stock value | $ 1,850,000 | |
Acquired consisting | 2,250,000 | |
Acquired consisting gross payment | $ 400,000 | |
Payment of royalty percentage | 6.00% | |
Acquired of membership interests | 100.00% |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - Intangible Assets [Member] - USD ($) | Oct. 31, 2019 | Jan. 31, 2019 |
Total | $ 2,089,935 | $ 2,089,935 |
Less: Accumulated amortization | (46,732) | (18,930) |
Net Intangible Assets | 2,043,203 | 2,071,005 |
Customer base [Member] | ||
Total | 136,500 | 136,500 |
Intellectual property [Member] | ||
Total | 234,200 | 234,200 |
Goodwill [Member] | ||
Total | $ 1,719,235 | $ 1,719,235 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 1) - USD ($) | 9 Months Ended | |
Oct. 31, 2019 | Jan. 31, 2019 | |
Total Intangible Assets, Net | $ 323,968 | $ 351,770 |
Intangible Assets [Member] | ||
Intellectual property | 234,200 | |
Accumulated amortization | (29,670) | |
Book value at October 31, 2019 | 204,530 | |
Customer base | 136,500 | |
Accumulated amortization | (17,062) | |
Book value at October 31, 2019 | 119,438 | |
Total Intangible Assets, Net | $ 323,968 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details 2) - USD ($) | Oct. 31, 2019 | Jan. 31, 2019 |
Year Ended January 31, | ||
2020 | $ 9,268 | |
2021 | 37,070 | |
2022 | 37,070 | |
2023 | 37,070 | |
2024 and thereafter | 203,490 | |
Total amortization | 323,968 | $ 351,770 |
Trademark and Intellectual Property [Member] | ||
Year Ended January 31, | ||
2020 | 5,855 | |
2021 | 23,420 | |
2022 | 23,420 | |
2023 | 23,420 | |
2024 and thereafter | 128,415 | |
Total amortization | 204,530 | |
Customer Base [Member] | ||
Year Ended January 31, | ||
2020 | 3,413 | |
2021 | 13,650 | |
2022 | 13,650 | |
2023 | 13,650 | |
2024 and thereafter | 75,075 | |
Total amortization | $ 119,438 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details Textual) - USD ($) | 9 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Intangible Assets and Goodwill (Textual) | ||
Amortization expense of intangible assets | $ 27,802 | $ 0 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 9 Months Ended |
Oct. 31, 2019USD ($) | |
Fair value of derivative liabilities beginning balance | |
Fair value of derivative liabilities ending balance | 478,852 |
Level 3 [Member] | |
Fair value of derivative liabilities beginning balance | |
Fair value of derivative liabilities in excess of notes proceeds received | 408,702 |
Change in value of embedded conversion option | 70,150 |
Fair value of derivative liabilities ending balance | $ 478,852 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details Textual) | 9 Months Ended |
Oct. 31, 2019 | |
Derivative Liability (Textual) | |
Expected volatility | 159.01% |
Risk-free interest rate | 1.58% |
Expected term | 1 year |
Re-Valuation [Member] | |
Derivative Liability (Textual) | |
Expected volatility | 159.54% |
Risk-free interest rate | 1.58% |
Expected term | 1 year |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Feb. 19, 2019 | Oct. 31, 2019 | Oct. 31, 2018 | |
Related Party Transactions (Textual) | |||
Shares of common stock, value | $ 1,000,000 | ||
Advance repaid | $ 4,250 | $ 41,038 | |
Executive Officers [Member] | |||
Related Party Transactions (Textual) | |||
Shares of common stock, issued | 68,000 | ||
Shares of common stock, value | $ 1,419,300 | ||
Independent Directors [Member] | |||
Related Party Transactions (Textual) | |||
Shares of common stock, issued | 7,500 | ||
Shares of common stock, value | $ 222,000 | ||
Black Scholes [Member] | |||
Related Party Transactions (Textual) | |||
Stock, description | The Company granted an executive officer an option to purchased 25,000 shares of the Company’s common stock at an exercise price equal to 75% of the market price on the date the Company receives notice of exercise. The fair value of the warrant on the date of grant using the Black Scholes model was $252,700 and was expensed during the nine months ended October 31, 2019. The warrant expired unexercised on May 19, 2019. | ||
Chief Financial Officer [Member] | |||
Related Party Transactions (Textual) | |||
Advance repaid | $ 4,250 |
Common Stock (Details)
Common Stock (Details) - USD ($) | May 27, 2018 | May 02, 2018 | Jun. 20, 2019 | May 24, 2019 | Nov. 30, 2018 | Jul. 31, 2018 | Jun. 02, 2018 | Oct. 31, 2018 | Oct. 31, 2019 | Jan. 31, 2019 |
Common Stock (Textual) | ||||||||||
Shares issued for services | 80,500 | |||||||||
Shares issued for services, value | $ 1,763,950 | |||||||||
Common stock, value | $ 1,000,000 | |||||||||
Common stock issued | 5,423,956 | 5,423,956 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Preferred stock shares designated | 2,500,000 | |||||||||
Unissued preferred stock shares | 2,500,000 | |||||||||
Executive Officers [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Issuance shares of common stock, shares | 68,000 | |||||||||
Common stock, value | $ 1,419,300 | |||||||||
Independent Directors [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Issuance shares of common stock, shares | 7,500 | |||||||||
Common stock, value | $ 222,000 | |||||||||
Advisory Board [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Issuance shares of common stock, shares | 2,500 | |||||||||
Common stock, value | $ 74,000 | |||||||||
Non-affiliated [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Issuance shares of common stock, shares | 2,500 | |||||||||
Common stock, value | $ 48,600 | |||||||||
Common Stock [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Shares issued for services | 80,500 | |||||||||
Shares issued for services, value | $ 80 | |||||||||
Issuance shares of common stock, shares | 62,500 | 62,500 | 62,500 | |||||||
Common stock, value | $ 1,850,000 | $ 63 | ||||||||
Proceeds from common stock received | $ 1,000,000 | |||||||||
Warrant to purchase of common stock | 62,500 | |||||||||
Warrant maturity date | 30 days | |||||||||
Exercise price of warrants | $ 16 | |||||||||
Common stock warrants exercised | $ 500,000 | |||||||||
Common stock warrants exercised, shares | 31,250 | 31,250 | ||||||||
Common Stock [Member] | Advanced Health Brands [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Common stock issued | 50,000 | |||||||||
Shares cancelled date | Jan. 31, 2019 |
Warrants and Options (Details)
Warrants and Options (Details) | 9 Months Ended |
Oct. 31, 2019USD ($)$ / sharesshares | |
Weighted Average/Exercise Price | |
Granted | $ 20.90 |
Options [Member] | |
Shares | |
Outstanding, Beginning Balance | shares | |
Granted | shares | 25,000 |
Expired/Cancelled | shares | (25,000) |
Exercised | shares | |
Outstanding, Ending Balance | shares | |
Exercisable | shares | |
Weighted Average/Exercise Price | |
Outstanding, Beginning Balance | |
Granted | 25.64 |
Expired/Cancelled | 25.64 |
Exercised | |
Outstanding, Ending Balance | |
Exercisable | |
Remaining Life | |
Outstanding, Beginning period | 0 years |
Granted | 18 days |
Expired/Cancelled | 0 years |
Exercised | 0 years |
Outstanding, Ending period | 0 years |
Exercisable | 0 years |
Intrinsic Value | |
Outstanding, Beginning Balance | $ | |
Granted | $ | 232,750 |
Expired/Cancelled | $ | |
Exercised | $ | |
Outstanding, Ending Balance | $ | |
Exercisable, Ending Balance | $ | |
Warrant [Member] | |
Shares | |
Outstanding, Beginning Balance | shares | 182,500 |
Granted | shares | 50,000 |
Expired/Cancelled | shares | (125,000) |
Exercised | shares | |
Outstanding, Ending Balance | shares | 107,500 |
Exercisable | shares | 107,500 |
Weighted Average/Exercise Price | |
Outstanding, Beginning Balance | $ 6.32 |
Granted | 20.90 |
Expired/Cancelled | 2.80 |
Exercised | |
Outstanding, Ending Balance | 17.21 |
Exercisable | $ 17.21 |
Remaining Life | |
Outstanding, Beginning period | 4 months 6 days |
Granted | 3 years |
Expired/Cancelled | 0 years |
Exercised | 0 years |
Outstanding, Ending period | 1 year 6 months 10 days |
Exercisable | 1 year 6 months 10 days |
Intrinsic Value | |
Outstanding, Beginning Balance | $ | $ 4,101,000 |
Granted | $ | |
Expired/Cancelled | $ | |
Exercised | $ | |
Outstanding, Ending Balance | $ | 837,500 |
Exercisable, Ending Balance | $ | $ 837,500 |
Warrants and Options (Details 1
Warrants and Options (Details 1) | 9 Months Ended |
Oct. 31, 2019$ / sharesshares | |
Range of Exercise Prices | 20.90 |
Number Outstanding | 50,000 |
Remaining Contractual Life (Years) | 3 years |
Exercise Price for Shares Outstanding | $ / shares | $ 20.90 |
Number Exercisable | 50,000 |
Exercise Price for Shares Exercisable | $ / shares | $ 20.90 |
Warrants [Member] | |
Range of Exercise Prices | 14 |
Number Outstanding | 57,500 |
Remaining Contractual Life (Years) | 2 months 30 days |
Exercise Price for Shares Outstanding | $ / shares | $ 14 |
Number Exercisable | 57,500 |
Exercise Price for Shares Exercisable | $ / shares | $ 14 |
Warrants and Options (Details T
Warrants and Options (Details Textual) | 9 Months Ended |
Oct. 31, 2019$ / shares | |
Warrants and Rights Note Disclosure [Abstract] | |
Exercise price | $ 20.90 |
Initial public offering price percentage | 110.00% |
Leases (Details)
Leases (Details) | 9 Months Ended |
Oct. 31, 2019USD ($) | |
Leases [Abstract] | |
Amortization of right-of-use asset | $ 14,414 |
Interest on lease liability | 1,559 |
Operating lease costs | |
Total Lease Cost | $ 15,973 |
Leases (Details 1)
Leases (Details 1) | 9 Months Ended |
Oct. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 14,414 |
Operating leases | $ 28,827 |
Leases (Details 2)
Leases (Details 2) - USD ($) | Oct. 31, 2019 | Jan. 31, 2019 |
Operating Leases: | ||
Operating lease right-of -use assets | $ 14,414 | |
Operating lease liabilities | $ 14,906 | |
Weighted-Average Remaining Lease Term: | ||
Operating leases | 9 months | |
Weighted-Average Discount Rate: | ||
Operating leases | 9.24% |
Leases (Details 3)
Leases (Details 3) | Oct. 31, 2019USD ($) |
Leases [Abstract] | |
2020-remaining | $ 5,160 |
2021-remaining | 10,320 |
Total undiscounted cash flows | 15,480 |
Less: imputed interest | (574) |
Present value of lease liabilities | $ 14,906 |
Contingencies (Details)
Contingencies (Details) - USD ($) | Apr. 29, 2019 | Jan. 31, 2019 | Nov. 30, 2018 | Jul. 27, 2018 | Oct. 31, 2018 | Oct. 31, 2019 |
Contingencies (Textual) | ||||||
Acquired advanced shares of common stock value | $ 2,500,000 | $ 1,850,000 | ||||
Acquired advanced shares of common stock | 1,250,000 | |||||
Common stock issued | 5,423,956 | 5,423,956 | ||||
Common Stock [Member] | ||||||
Contingencies (Textual) | ||||||
Acquired advanced shares of common stock value | $ 63 | |||||
Acquired advanced shares of common stock | 62,500 | |||||
Health Brans, Inc. [Member] | ||||||
Contingencies (Textual) | ||||||
Acquired advanced shares of common stock | 1,250,000 | |||||
Returned, shares | 1,250,000 | |||||
Advanced Health Brands [Member] | Common Stock [Member] | ||||||
Contingencies (Textual) | ||||||
Common stock issued | 50,000 | |||||
Shares cancelled date | Jan. 31, 2019 | |||||
Defendants [Member] | ||||||
Contingencies (Textual) | ||||||
Shares cancelled | 50,000 |