Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jan. 31, 2021 | Apr. 01, 2021 | Jul. 31, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | NutriBand Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Common Stock, Shares Outstanding | 6,356,269 | ||
Entity Public Float | $ 32,761,773 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001676047 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Jan. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity File Number | 000-55654 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2021 | Jan. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 151,993 | $ 10,181 |
Accounts receivable | 109,347 | 12,833 |
Inventory | 52,848 | |
Prepaid expenses | 20,167 | |
Total Current Assets | 314,188 | 43,181 |
PROPERTY & EQUIPMENT-net | 1,076,626 | 111,029 |
OTHER ASSETS: | ||
Goodwill | 7,529,875 | 1,719,235 |
Right of use operating lease asset-net | 9,610 | |
Intangible assets-net | 1,006,730 | 314,700 |
TOTAL ASSETS | 9,927,419 | 2,197,755 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 940,612 | 771,931 |
Derivative liability | 928,774 | |
Operating lease liability | 10,050 | |
Deferred revenue | 86,846 | |
Notes payable-related party | 1,402,523 | 29,067 |
Finance lease liabilities-current portion | 24,740 | |
Notes payable-current portion | 113,885 | 215,000 |
Convertible debt- net | 67,500 | |
Total Current Liabilities | 2,568,606 | 2,022,322 |
LONG-TERM LIABILITIES: | ||
Notes payable-net of current portion | 150,063 | |
Finance lease liabilities-net of current portion | 96,804 | |
Total Liabilities | 2,815,473 | 2,022,322 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, -0- outstanding | ||
Common stock, $.001 par value, 250,000,000 shares and 250,000,000 shares authorized; 6,256,772 and 5,441,100 shares issued and outstanding at January 31, 2021 and 2020, respectively | 6,257 | 5,441 |
Additional paid-in-capital | 18,871,098 | 9,072,573 |
Subscription payable | 70,000 | |
Accumulated other comprehensive loss | (304) | (304) |
Accumulated deficit | (11,835,105) | (8,902,277) |
Total Stockholders’ Equity | 7,111,946 | 175,433 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 9,927,419 | $ 2,197,755 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jan. 31, 2021 | Jan. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 6,256,772 | 5,441,100 |
Common stock, shares outstanding | 6,256,772 | 5,441,100 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 943,702 | $ 370,647 |
Costs and expenses: | ||
Cost of revenues | 582,378 | 549,107 |
Selling, general and administrative expenses | 2,957,269 | 1,790,980 |
Total Costs and Expenses | 3,539,647 | 2,340,087 |
Loss from operations | (2,595,945) | (1,969,440) |
Other income (expense) | ||
Loss on extinguishment of debt | (12,500) | |
Early prepayment fee on convertible debenture | (69,131) | |
Gain on forgiveness of debt | 3,338 | |
Derivative expense | (767,650) | |
Gain on change in fair value of derivative | 22,096 | 88,876 |
Interest expense | (280,686) | (73,413) |
Total other income (expense) | (336,883) | (752,187) |
Loss from operations before provision for income taxes | (2,932,828) | (2,721,627) |
Provision for income taxes | ||
Net loss | $ (2,932,828) | $ (2,721,627) |
Net loss per share of common stock-basic and diluted (in Dollars per share) | $ (0.51) | $ (0.50) |
Weighted average shares of common stock outstanding - basic and diluted (in Shares) | 5,770,944 | 5,423,956 |
Other Comprehensive Loss: | ||
Net loss | $ (2,932,828) | $ (2,721,627) |
Foreign currency translation adjustment | (252) | |
Total Comprehensive Loss | $ (2,932,828) | $ (2,721,879) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Subscription Payable | Total |
Balance at Jan. 31, 2019 | $ 5,424 | $ 8,579,890 | $ (52) | $ (6,180,650) | $ 2,404,612 | |
Balance (in Shares) at Jan. 31, 2019 | 5,423,956 | |||||
Issuance of warrants for services | 252,700 | 252,700 | ||||
Issuance of common stock for accounts payable | $ 17 | 239,983 | 240,000 | |||
Issuance of common stock for accounts payable (in Shares) | 17,144 | |||||
Foreign currency translation adjustment | (252) | (252) | ||||
Net loss for the year ended | (2,721,627) | (2,721,627) | ||||
Balance at Jan. 31, 2020 | $ 5,441 | 9,072,573 | (304) | (8,902,277) | 175,433 | |
Balance (in Shares) at Jan. 31, 2020 | 5,441,100 | |||||
Proceeds from sale of common stock and warrants | $ 47 | 515,061 | 515,108 | |||
Proceeds from sale of common stock and warrants (in Shares) | 46,828 | |||||
Issuance of common stock for acquisition | $ 609 | 6,084,571 | 6,085,180 | |||
Issuance of common stock for acquisition (in Shares) | 608,519 | |||||
Issuance of common stock for services | $ 135 | 2,004,740 | 2,004,875 | |||
Issuance of common stock for services (in Shares) | 135,325 | |||||
Reclassification of warrants from liability to equity | 906,678 | 906,678 | ||||
Issuance of common stock for note payable | $ 25 | 287,475 | 287,500 | |||
Issuance of common stock for note payable (in Shares) | 25,000 | |||||
Subscrption payable for cash | 60,000 | 60,000 | ||||
Subscrption payable for services | 10,000 | 10,000 | ||||
Net loss for the year ended | (2,932,828) | (2,932,828) | ||||
Balance at Jan. 31, 2021 | $ 6,257 | $ 18,871,098 | $ (304) | $ (11,835,105) | $ 70,000 | $ 7,111,946 |
Balance (in Shares) at Jan. 31, 2021 | 6,256,772 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (2,932,828) | $ (2,721,627) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Expenses paid on behalf of the Company by related party | 12,627 | 23,817 |
Depreciation and amortization | 160,108 | 72,188 |
Derivative expense | 767,650 | |
Early prepayment fee on convertible debentures | 69,131 | |
Loss on extinguishment of debt | 12,500 | |
Gain on forgiveness of loan payment | (3,338) | |
Gain on change in fair value of derivative | (22,096) | (88,876) |
Amortization of debt discount | 272,130 | 67,500 |
Amortization of right of use asset | 9,610 | 19,217 |
Stock-based compensation | 2,004,875 | 252,700 |
Subscription payable | 10,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (94,753) | 255 |
Prepaid expenses | 20,167 | 82,558 |
Inventories | (10,235) | |
Customer deposits | 59,995 | (71,225) |
Operating lease liability | (10,050) | (18,777) |
Accounts payable and accrued expenses | 145,102 | 720,150 |
Net Cash Used In Operating Activities | (297,055) | (894,470) |
Cash flows from investing activities: | ||
Cash received from acquisition | 66,994 | |
Net Cash Used in Investing Activities | 66,994 | |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 515,108 | |
Proceeds from notes payable | 194,870 | 175,000 |
Proceeds from convertible debt | 250,000 | |
Proceeds from stock subscription | 60,000 | |
Payment of notes payable | (8,935) | |
Payment of convertible debt | (339,131) | |
Payment of finance leases | (8,345) | |
Proceeds from related parties | 5,500 | 34,980 |
Payment of related party payables | (47,194) | (29,730) |
Net Cash Provided by Financing Activities | 371,873 | 430,250 |
Effect of exchange rate on cash | (252) | |
Net change in cash | 141,812 | (464,472) |
Cash and cash equivalents - Beginning of period | 10,181 | 474,653 |
Cash and cash equivalents - End of period | 151,993 | 10,181 |
Cash paid for: | ||
Interest | 11,555 | |
Income taxes | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Common stock and note issued for acquisition | 7,418,073 | |
Adoption of ASC 842 Operating lease asset and liability | 28,827 | |
Derivative liability warrant reclassed to equity | 906,678 | |
Debt discount on convertible notes | 270,000 | |
Common stock issued for accounts payable | $ 240,000 | |
Common stock issued for settlement of debt | $ 287,500 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 250,000 shares of common stock, valued at $1,850,000, and $400,000, and a royalty of 6% on all revenue generated by the Company from the abuse deterrent intellectual property that had been developed by 4P Therapeutics payable to the former owner of 4P Therapeutics. 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. 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 we can market any of our pharmaceutical products. On August 25, 2020, the Company formed Pocono Pharmaceuticals Inc. (“Pocono Pharmaceuticals”), a wholly owned subsidiary of the Company. On August 31, 2020, the Company acquired certain assets and liabilities associated with the Transdermal, Topical, Cosmetic, and Nutraceutical business of Pocono Coated Products LLC (“PCP”). The net assets were contributed to Pocono Pharmaceuticals. Included in the transaction the Company also acquired 100% of the membership interests of Active Intelligence LLC (“Active Intelligence”). See Note 2 for further details of the acquisition. Pocono Pharmaceuticals is a coated products manufacturing entity organized to take advantage of unique process capabilities and experience. Pocono helps their customer with product design and development along with manufacturing to bring new products to market with minimal capital investment. Pocono Pharmaceutical’s competitive edge is a low-cost manufacturing base: a result of its unique processes and state of the art material technology. Active Intelligence manufactures activated kinesiology tape. The tape has transdermal and topical properties. This tape is the same as traditional kinesiology tape. In December 2019, COVID-19 emerged and has subsequently spread world-wide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mediating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining people who may have been exposed to the virus. The effect of these orders, government imposed quarantines and measures the Company would take, such as work-at-home policies, may negatively impact productivity, disrupt our business and could delay our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and disruptions in our operations could negatively impact our business, operating results and financial condition. Further, quarantines, shelter-in-place and similar government orders, or the perception that such orders, shutdowns, or other restrictions on the conduct of business could occur, related to COVID-19 or other infectious diseases could impact personnel at third-party manufacturing facilities in the United States and other countries, or the availability or cost of materials, which could disrupt our supply chain. Reverse Stock Split 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. 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 As of January 31, 2021, the Company believes the substantial doubt about going concern has been resolved. The going concern conditions that caused substantial doubt consisted of current year net loss, negative working capital, negative cash flow, and accumulated deficit. Management has implemented plans to alleviate the substantial doubt. These plans include a substantial increase in sales commitments, a decrease in planned overhead expenses, equity funding that has been received and the net revenue and positive cash flow from its recent acquisition. These factors did not exist in prior years during its start-up operations. The Company’s recent history of losses has changed from prior periods due to its current management’s plans including its acquisition in the latter part of 2020 to alleviate the substantial doubt about the Company’s ability to continue as a going concern. Management’s plans have been currently implemented. The plans enable the Company to meet its obligations for at least one year from the date when the financial statements are issued. Significant Accounting Policies 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 and the operations of Pocono and Active Intelligence are included in the Company’s financial statements from the date of acquisition of September 1, 2020. The wholly owned subsidiaries are as follows: Nutriband Ltd. 4P Therapeutics LLC Pocono Pharmaceuticals Inc. 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. Cash and Cash Equivalents Cash equivalents include short-term investments in money-market funds and certificate of deposits with an original maturity of three months or less when purchased. Foreign Currency Translation The functional currency of the Company’s Irish subsidiary is the Euro. The assets and liabilities of the subsidiary are translated into US dollars using the prevailing exchange rate as of the balance sheet date and income and expenses are translated into US dollars using the average exchange rate during the reporting period. Translation adjustments are recorded in other comprehensive income (loss). Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the accounting standards for revenue recognition. ASU 2014-09 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. Revenue Types The following is a description of the Company’s revenue types, which include professional services and sale of goods: ● Service revenues include the contract of research and development related services with the Company’s 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. ● Product revenues are derived from the sale of the Company’s consumer transdermal and coated products. Upon the reception of a purchase order, we have the order filled and shipped. Contracts with Customers A contract with a customer exists when (i) we enter 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) we determine 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. Deferred Revenue Deferred revenue is a liability related to a revenue producing activity for which revenue has not been recognized. The Company records deferred revenue when it receives consideration from a contract before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP. 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 service 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 we perform professional service work, we recognize revenue when we have the right to invoice the customer for the work completed, which typically occurs over time on a monthly basis for the work performed during that month. All revenue recognized in the income statement is considered to be revenue from contracts with customers. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by type and by geographical location. See the tables: Years Ended January 31, 2021 2020 Revenue by type Sale of goods $ 737,519 $ 124,958 Services 206,183 245,679 Total $ 943,702 $ 370,637 Years Ended January 31, 2021 2020 Revenue by geographical location United States $ 360,378 $ 245,679 Foreign 583,324 124,958 Total $ 943,702 $ 370,637 Accounts receivable Trade accounts receivable are recorded at the net invoice value and are not interest bearing. The Company maintains allowances for doubtful accounts for estimated losses from the inability of its customers to make required payments. The Company determines its allowances by both specific identification of customer accounts where appropriate and the application of historical loss to non-specific accounts. For the years ended January 31, 2021 and 2020, the Company recorded no bad debt expense and no allowance for doubtful accounts related to accounts receivable. Inventories Inventories are valued at the lower of cost and realizable value determined using the first-in, first-out (FIFO) method. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. The cost of finished goods and work in progress is comprised of material costs, direct labor costs and other direct costs and related production overheads (based on normal operating capacity). Property, Plant and Equipment Property and equipment represent an important component of the Company’s assets. 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 10 years as follows: Lab Equipment 5-10 years Furniture and fixtures 3 years Machinery and equipment 10-20 years Intangible Assets Intangible 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 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 on January 31, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets exceeds their fair value. The Company does not amortize goodwill in accordance with ASC 350. On August 31, 2020, in connection with the Company’s acquisition of Pocono Coated Products LLC and Active Intelligence LLC, the Company recorded Goodwill of $5,810,640. As of January 31, 2021, Goodwill amounted to $7,529,875. 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. 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). As of February 1, 2019, pursuant to ASC 2018-07, ASC 718 was applied to stock-based compensation for both employees and non-employees. Business Combinations The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the accounting literature. In accordance with this guidance, acquisition-related costs, including restructuring costs, must be recognized separately from the acquisition and will generally be expensed as incurred. That replaces the cost-allocation process detailed in previous accounting literature, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair value. 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. Research and Development Research and developments costs are expensed as incurred. Income Taxes Taxes are calculated in accordance with taxation principles currently effective in the United States and Ireland. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent they believe these assets will more-likely-than-not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company’s cash and cash equivalents are concentrated primarily in banks. At times, such deposits could be in excess of insured limits. Management believes that the financial institutions that hold the Company’s financial instruments are financially sound and, accordingly, minimal credit risk is believed to exist with respect to these financial instruments. As of and for the year ended January 31, 2020, three customers accounted for 100% of the Company’s revenues and two customers accounted for 100% of accounts receivable. As of and for the year ended January 31, 2021, one customer accounted for 62% of the Company’s revenues and two customers accounted for 67% and 13% of accounts receivable. 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 outstanding common stock purchase warrants. For the years ended January 31, 2021 and 2020 there were 141,830 and 70,000 potential shares of common stock that were not included in the calculation of diluted earnings per share as their effect would be anti-dilutive. 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 the Company’s 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. 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 January 31, 2021, and 2020, the Company had a $-0- and $928,774 derivative liability, respectively. 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 In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements”. The updated guidance improves the disclosure requirements on fair value measurement. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the provisions effective February 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial position or consolidated results of operations. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to the users of financial statements. ASU 209-12 is effective for annual reporting periods beginning after December 15, 2021. The Company is currently assessing the impact of ASU 209-12, but it is not expected to have a material impact on the Company’s consolidated financial statements. The Company has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous GAAP and does not believe that any new or modified principles will have a material impact on the company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management and certain standards are under consideration. |
Acquisition of Business
Acquisition of Business | 12 Months Ended |
Jan. 31, 2021 | |
Business Combinations [Abstract] | |
ACQUISITION OF BUSINESS | 2. ACQUISITION OF BUSINESS On August 31, 2020, the Company entered into a Purchase Agreement (“Agreement”), with Pocono Coated Products (“PCP”), pursuant to which PCP agreed to sell the Company certain of the assets and liabilities associated with its Transdermal, Topical, Cosmetic, and Nutraceutical business, including: (1) all the equipment, intellectual property and trade secrets, cash balances, receivables, bank accounts and inventory, free and clear of all liens, except for certain lease obligations, and (2), a 100% membership interest in Active Intelligence, LLC (collectively the “Assets”). The net assets acquired were contributed to Pocono Pharmaceuticals Inc, a newly formed wholly owned subsidiary of the Company. The purchase price for the Assets was (i) $6,085,180 paid with the issuance of 608,519 shares in the Company’s common stock of Nutriband at a value of the average price of the previous 90 days at the date of Closing (the “Shares”), and (ii) a promissory note of the Company, net of debt discount, in the principal amount, of $1,332,893 (the Note”) which is due upon the earlier of (a) twelve (12) months from issuance, or (b) immediately following a capital raise of not less than $4,000,000 and/or a public offering of no less than $4,000,000. Michael Myer, the CEO of PCP, has been elected to the Board of Directors of the Company for period of one year at the annual meeting of shareholders of the Company held in October 2020. The Agreement provides that it is effective August 31, 2020, on which date the parties also entered into an escrow agreement (the “Escrow Agreement”), with legal counsel serving as the escrow agent, providing for holding of the Note, certificate for the shares, and title to the Assets (held in a special purpose subsidiary) as collateral security for completion of all closing conditions under the Agreement. On that date, the parties also entered into a security agreement granting PCP a security interest in all proceeds of the Assets held as collateral under the Escrow Agreement. The purpose of the Company entering into the transaction is to enhance the transdermal products operations of the Company. The fair value of consideration given was allocated to the net tangible assets acquired. Under U.S. GAAP, both the PCP segment and Active Intelligence were considered to be businesses and, as such, the transaction was accounted for under the acquisition method of accounting. Details of the net assets acquired are as follows: Fair value Recognized on Acquisition Common stock issued $ 6,085,180 Note payable issued 1,332,893 $ 7,418,073 Cash $ 66,994 Accounts receivable 1,761 Inventory 42,613 Equipment and fixtures 1,056,935 Customer base 177,600 Intellectual property and trademarks 583,200 Goodwill 5,810,640 Acounts payable and accrued expenses (26,104 ) Deferred revenue (26,851 ) Debt (268,715 ) Net assets acquired $ 7,418,073 The following unaudited pro forma condensed financial information presents the combined results of operations of the Company and the two businesses acquired from PCP, Pocono and Active Intelligence, as if the acquisition occurred as part of the beginning of cash period presented. 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. January 31, 2021 2020 As As Reported Proforma Reported Proforma Net revenue $ 943,702 $ 1,369,761 $ 370,647 $ 1,993,472 Net loss (2,932,828 ) (3,001,178 ) (2,766,627 ) (2,732,727 ) Loss per common share - basic and diluted (0.51 ) 0.52 (0.50 ) (0.45 ) Since the date of acquisition, Pocono and Active Intelligence had net revenues of $154,195 and incurred a net loss of $40,068. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT January 31, 2021 2020 Lab equipment $ 144,585 $ 144,585 Machinery and equipment 1,053,966 - Furniture and fixtures 22,612 19,643 1,221,163 164,228 Less: Accumulated depreciation (144,537 ) (53,199 ) Net Property and Equipment $ 1,076,626 $ 111,029 Depreciation expense amounted to $91,338 and $35,118 for the years ended January 32, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 4. INCOME TAXES The Company adopted the provisions of ASC 740, “Income Taxes, (“ASC 740”). As a result of the implementation of ASC 740, the Company recognized no adjustment in the net liability for unrecognized income tax benefits. The Company believes there are no potential uncertain tax positions, and all tax returns are correct as filed. Should the Company recognize a liability for uncertain tax positions, the Company will separately recognize the liability for uncertain tax positions on its balance sheet. Included in any liability or uncertain tax positions, the Company will also setup a liability for interest and penalties. The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes. There is no U.S. tax provision due to losses from U.S. operations for the years ended January 31, 2021 and 2020. Deferred income taxes are provided for the temporary differences between the financial reporting and tax basis of the Company’s assets and liabilities. The principal item giving rise to deferred taxes is the net operating loss carryforward in the U.S. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has set up a valuation allowance for losses for certain carryforwards that it believes may not be realized. The provision for income taxes consists of the following: Years Ended January 31, 2021 2020 Current Federal $ - $ - Foreign - - Deferred Federal - - Foreign - - $ - $ - A reconciliation of taxes on income computed at the federal statutory rate to amounts provided is as follows: Years Ended January 31, 2021 2020 Book income (loss) from operations $ (615,894 ) $ (580,992 ) Common stock issued for services 421,024 52,931 Impairment expense - - Unused operating losses 194,870 528,061 Income tax expense $ - $ - As of January 31, 2021, the Company recorded a deferred tax asset associated with a net operating loss (“NOL”) carryforward of approximately $5,300,000 that was fully offset by a valuation allowance due to the determination that it was more likely than not that the Company would be unable to utilize those benefits in the foreseeable future. The Company’s NOL expires in 2038. The valuation allowance increased by approximately $810,000 during the year ended January 31, 2021. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) significantly revised U.S. corporate income tax law by, among other things, reducing the corporate rate from 34% to 21%. Because the Company recognizes a valuation allowance for the entire balance, there is no net impact to the Company’s balance sheet or results of operations. The types of temporary differences between tax basis of assets and liabilities and their financial reporting amounts that give rise to the deferred tax liability and deferred tax asset and their approximate tax effects are as follows: January 31, 2021 2020 Net operating loss carryforwards (expire through 2038) $ (1,106,339 ) $ (698,308 ) Stock issued for services (844,520 ) (436,904 ) Intangible impairment expense (525,000 ) (525,000 ) Valuation allowance 2,475,859 1,660,212 Net deferred taxes $ - $ - |
Notes Payable_Convertible Debt
Notes Payable/Convertible Debt | 12 Months Ended |
Jan. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE/CONVERTIBLE DEBT | 5. NOTES PAYABLE/CONVERTIBLE DEBT Notes Payable On March 21, 2020, the Coronavirus Aid Relief and Economic Security Act (“CARES ACT” was enacted. The CARES ACT established the Paycheck Protection Program (“PPP”) which funds small businesses through federally guaranteed loans. Under the PPP, companies are eligible for forgiveness of principal and interest if the proceeds are used for eligible payroll costs, rent and utility costs. On June 17, 2020, the Company’s subsidiary, 4P Therapeutics, was advanced $34,870 under the PPP, all of which was outstanding as of January 31, 2021. The note matures June 17, 2022 and accrues interest at 0.98% per year. In March 2020, a minority shareholder who had previously made loans of $215,000 as of January 31, 2020, made an additional loan to the Company in the amount of $60,000, increasing the total loans from the stockholder to $275,000. The loans are interest free and due upon demand. On March 27, 2020, the Company issued 25,000 shares of common stock upon reaching a settlement with the noteholder to convert the notes in the principal balance of $275,000. The transaction resulted in a loss on extinguishment of $12,500. In July 2020, the minority shareholder made an additional loan to the Company in the amount of $100,000. The loan is interest free and due upon demand. The loan was outstanding as of January 31, 2021. Active Intelligence, the Company’s newly acquired subsidiary, entered into an agreement with the Carolina Small Business Development Fund for a line of credit of $160,000 due October 16, 2029 with interest of 5% per year. The amount assumed in Note 2 was $139,184. The loan requires monthly payments of principal and interest of $1,697. During the year ended January 31, 2021, Active Intelligence made payments of $3,351, and $2,217 were principal payments advanced under the Cares Act. As of January 31, 2020, the amount due was $129,078, of which $13,885 is current. Pocono has two finance leases secured by equipment. The leases mature in 2025 and 2026. The incremental borrowing rate is 5.0%. As of January 31, 2021, the minimum lease payments are as follow: Years Ending January 31, 2022 $ 24,738 January 31, 2023 26,295 January 31, 2024 27,948 January 31, 2025 26,361 January 31, 2026 16,202 Total $ 121,543 Related Party Payable As of January 31, 2020, the Company owed its chief financial officer and chief operating officer $29,067 from advances made to the Company. During the year ended January 31, 2021, the Company’s chief financial officer paid expenses of $12,628 on behalf of the Company, the Company’s chief executive officer and chief operating officer advanced the Company $5,500 and the officers were repaid $40,194. As of January 31, 2021, the amount the officers were fully repaid. On August 31, 2020, in connection with the Company’s acquisition of Pocono Products LLC, the Company issued to Pocono Coated Products LLC a promissory note, net of debt discount, in the amount of $1,332,893 with interest accruing at an annual rate of 0.17%, due on August 28, 2021 or immediately following the earlier of a capital raise of no less than $4,000,000 and/or a public offering of no less than $4,000,000. Pocono Coated Products LLC, a related party, is a shareholder of the Company. Convertible Debt 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 loans contained an original issue discount of $20,000 resulting in gross proceeds from this financing of $250,000. 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 embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15 Derivative and Hedging. The initial fair of the conversion feature was $128,870 and the fair value of the warrants in connection with the notes were valued at $888,789 and were recorded based on their relative fair values. A debt discount to the note payables of $270,000 and an initial derivative discount of $767,650 was recorded. The debt discount will be amortized over the life of the note. Amortization of the debt discount for the year ended January 31, 2020 was $67,500. As of January 31, 2020, the debt discount remaining was $202,500. On March 25, 2020, the Company prepaid the convertible notes in the principal amount of $270,000 from the proceeds of a private placement. The total payments, including a prepayment fee of $69,131 and accrued interest, was $345,565. As a result of the payment of the notes, the derivative liability, which was $928,774 as of January 31, 2021, was reduced to zero. The warrants are no longer a derivative liability based on the notes being paid in full. See Note 7 for further information. The total loss of $81,631 was recorded as a result of early prepayment. Interest expense for the year ended January 31, 2021 was $280,686 including the amortization of the debt discounts of was $272,130 and interest expense of $8,566. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 6. INTANGIBLE ASSETS AND GOODWILL As of January 31, 2021, and 2020, intangible assets consisted of intellectual property, customer base and trademarks, net of amortization, as follows: January 31, January 31, 2021 2020 Customer base $ 314,100 $ 136,500 Intellectual property and trademarks 817,400 234,200 Total 1,131,500 370,700 Less: Accumulated amortization (124,770 ) (56,000 ) Net Intangible Assets $ 1,006,730 $ 314,700 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 year ended January 31, 2021 and 2020 was $68,770 and $37,070, respectively. Estimated Amortization: Total Year Ended January 31, 2022 $ 113,150 2023 113,150 2024 113,150 2025 113,150 2026 and thereafter 554,130 $ 1,006,730 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Jan. 31, 2021 | |
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: January 31, Balance at the beginning of the period $ 928,774 Derivative liability warrants reclassed to equity (906,678) Change in value of embedded conversion option (22,096) Balance at the end of the period $ - The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option and warrant liabilities as their fair value were determined by using the Monte Carlo Model based on various assumptions. At issuance, the expected volatility was 158.3%; risk-free interest rate of 1.58%; and expected term of one year. For the revaluation at January 31, 2020, the expected volatility was 184.4%; risk-free rate of return of 1.43%; and expected term of nine months. Reclassification at March 25, 2020 to settle the liabilities, the expected volatility was 147.47%; risk-free rate of return of 0.36%; exercise price of $11; and expected term of 2.6 months. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS a) 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 six months ended July 31, 2019. The warrant expired unexercised on May 19, 2019. b) The Company had related party notes with its Chief Financial Officer and Chief Operating Officer. See footnote 5 for further discussion. c) In connection with the acquisition of Pocono, the Company recorded various transactions and operations through Pocono Coated Products LLC, a related entity. The transactions included revenue of $68,780, purchase of materials of $33,479, paid expenses of $23,310, and finance payments of $6,763. As of January 31, 2021, Pocono Coated Products LLC owed the Company $5,228. The Company also issued a note in the amount $1,500,000 to Pocono Coated Products LLC. See footnote 5 for further discussion. d) During the years ended January 31, 2021, the Company issued 51,825 shares of common stock, valued at $777,375, to executive officers of the Company, based on the market price at the date of issuance, and 78,500 shares of common stock, valued at 1,221,500, to the Company’s current and former independent directors, based on the market price at the date of issuance. The shares were issued on December 31, 2020 at a stock price of $15 per share. |
Stockholder_s Equity
Stockholder’s Equity | 12 Months Ended |
Jan. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDER’S EQUITY | 9. STOCKHOLDER’S EQUITY Preferred Stock On January 15, 2016, the board of directors of the Company approved a certificate of amendment to the articles of incorporation and changed the authorized capital stock of the Company to include and authorize 10,000,000 shares of Preferred Stock, par value $0.001 per share. 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. Common Stock On June 25, 2019, the Company effected a one-for four reverse split, pursuant to which each share of common stock became converted into 0.25 shares of common stock, and the Company decreased its authorized common stock from 100,000,000 to 25,000,000 shares. On January 27, 2020, the Company amended its articles of incorporation to increase its authorized common shares from 25,000,000 shares to 250,000,000 shares. Activity during the Year Ended January 31, 2021 On March 22, 2020, the Company issued in a private placement 46,828 units at a price of $11 per unit. Each unit consisted of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $14 per share. The warrants expire April 30, 2023. The Company issued a total of 46,828 shares of common stock and warrants to purchase 46,828 shares of common stock. The Company received proceeds of $515,108. In March 2020, a minority shareholder who had previously made loans of $215,000, made an additional loan to the Company in the amount of $60,000, increasing the loans to shareholder to $275,000. On March 27, 2020, the Company issued 25,000 shares of common stock upon reaching a settlement with the noteholder to convert the notes in the principal amount of $275,000. The transaction resulted in a loss on extinguishment of $12,500. On June 30, 2020, the Company issued 5,000 shares to a consultant for services rendered to the Company. The fair value of the common stock at the date of issuance was $50,000, all of which is included in selling and general administrative expense for the year ended January 31, 2021. On August 31, 2020, the Company acquired the membership interests in Pocono Coated Products LLC and issued 608,519 shares of its common stock, valued at $6,085,180, and issued a promissory note, net of debt discount, in the amount of $1,332,893. See Note 2 for further information. On December 31, 2020, the Company issued 130,325 shares of common stock for services, valued at $1,954,875, as follows: (1) 51,825 shares of common stock, valued at $777,375, issued to executive officers. (2) 78,500 shares of common stock, valued at $1,177,500, issued to the Company’s current and former independent directors. Subscription Payable (1) On February 25, 2021, in connection with the Company’s License Agreement with Rambam, pursuant to a Stock Purchase Agreement with BPM Inno Ltd (“BPM”), the Company issued 81,396 shares of common stock to BPM and received proceeds of $700,000 to be applied to product development expenses under the License Agreement. The Company entered into the Stock Purchase Agreement with BPM in December 2020 and received a payment of $60,000 which is included in Stockholders’ Equity as Subscription in the Company’s consolidated balance sheet as of January 31, 2021. The balance of the funds was received in February 2021. (2) On February 25,2021, the Company issued 5,602 shares of common stock, valued at $60,000, for consulting services pursuant to a consultant agreement commencing December 1, 2020. The Company has reflected $10,000 representing 934 shares as Subscription Payable in the Stockholders’ Equity in the Company’s consolidated balance sheet as of January 31, 2021. Activity during the Year Ended January 31, 2020 During the year ended January 31, 2020, the Company issued 17,144 shares of common stock to extinguish accounts payable in the amount of $240,000. |
Warrants and Options
Warrants and Options | 12 Months Ended |
Jan. 31, 2021 | |
Warrants And Options [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. Exercise Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2019 182,500 $ 6.32 0.35 $ 4,101,000 Granted 50,000 20.90 3.00 years - Exercised - - - - Expired/Cancelled (162,500 ) 5.38 - - Outstanding, January 31, 2020 70,000 $ 18.93 2.08 years - Granted 91,828 12.53 3.00 years - Expired/Cancelled (20,000 ) 14.00 - - Exercised - - - - Outstanding-period ending January 31, 2021 141,828 $ 11.99 2.16 $ 853,311 Exercisable - period ending January 31, 2021 141,828 $ 11.99 2.16 $ 853,311 As a result of a completed private placement, the warrants to purchase 50,000 shares at the lesser of (i) $20.90 or, (ii) if the Company completes its public offering of its common stock, 110% of the initial public offering price of the Common Stock in the public offering, became a warrant to purchase 95,000 warrants at $11 per share, subject to adjustment pursuant to the antidilution provisions of the warrant. The Company recorded a derivative liability for the warrants in the amount of $906,678 and reclassed the derivative liability to additional paid-in capital as of January 31, 2021. The following table summarizes additional information relating to the warrants outstanding at January31, 2021: Range of Number Remaining Exercise Price Number Exercise Price $ 11.00 95,000 1.75 $ 11.00 95,000 $ 11.00 $ 14.00 46,828 2.24 $ 14.00 46,828 $ 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 January 31, 2020 - $ - - $ - Exercisable - period ending January 31, 2020 - $ - - $ - |
Leases
Leases | 12 Months Ended |
Jan. 31, 2021 | |
Leases [Abstract] | |
LEASES | 11. LEASES The Company had operating leases for its facilities used for research and development, sales and administration. These leases have been terminated. The Company is currently operating its manufacturing operations on a month-to-month basis in a North Carolina facility under a verbal commitment. The monthly rent is $4,200. See financing leases for equipment in Note 5. |
Commitments and Contigencies
Commitments and Contigencies | 12 Months Ended |
Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTIGENCIES | 12. COMMITMENTS AND CONTIGENCIES Legal Proceedings 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 Brands, 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 the Company’s 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 whom the Company has 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 Ruling 144 letters that would allow the defendants to transfer their shares of common stock. On October 29, 2019, the Court denied the Defendants motion. On March 20, 2020, the Florida district court of appeal reversed the lower court ruling in the Florida state court action that dismissed our complaint, with prejudice, and gave us leave to file an amended complaint. On July 7, 2020, Defendants filed Notice for Trial, requesting the court to set a trial date. The Company and defendants have served their first set of interrogatories on each other and have filed answers and responses to each other’s first set of interrogatories. 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 the Company. The Company is seeking the return of the shares of common stock and monetary damages resulting from the defendants’ fraudulent conduct. The defendants filed a motion to dismiss the complaint on August 23, 2019, and on September 13, 2019 the Company filed its response. On July 20, 2020, the Court denied the defendant’s motion to dismiss the complaint, and the parties have recently commenced the discovery phase of the litigation. No trial date has been scheduled by the Court. Employment Agreements The Company entered into a three-year employment agreement with Gareth Sheridan, our CEO, effective April 25, 2019. The agreement also provides that the executive will continue as a director. The agreement provides for an initial term, commencing on the effective date of the agreement and ending on January 31, 2024., and continuing on a year-to-year basis thereafter unless terminated by either party on not less than 30 days’ notice given prior to the expiration of the initial term or any one-year extension. For his services to the Company during the term of the agreement, Mr. Sheridan receives an annual salary $42,000 per annum, commencing on the effective date of the agreement and increasing to $170,000 per annum in the month in which the Company shall have received not less than $2,500,000 from one or more public or private financings of the Company’s equity securities subsequent to the date of the agreement. During the year ended January 31, 2021, the salary was increased to $60,000 per anum. Rambam Agreement On December 9, 2020, the Company entered into a License Agreement (the “License Agreement”) with Rambam Med-Tech Ltd. (“Rambam”), Haifa, Israel, to develop the RAMBAM Closed System Transfer Device (“CTSD”) and such other products as the parties agree to develop/commercialize. The Company will license from Rambam the full technology, IP, and title to CTSD in the field, with an Initial license fee of $50,000 and running royalties on net sales. The $50,000 license fee was paid in February 2021, at which time the agreement became effective. The Company had entered into a prior agreement, dated November 13, 2020, with BPM Inno Ltd., Kiryat, Israel (“BPM”), that, in consideration of BPM’s introduction of Rambam to the Company, provided for BPM to have the rights as the exclusive of agent of the Company with Rambam and any other parties similarly introduced by BPM, and for a commission payable to BPM by the Company of 4.5% of revenues received by the Company resulting from the introduction of Rambam (and any other companies as to which the exclusive agency of BPM was in effect), and for BPM’s payment of a royalty to Rambam. If the Company fails to commercialize the medical products subject to the License Agreement with Rambam within 36 months, under the November 13, 2020 agreement, BPM and the Company would share 50/50 in the revenues generated from sales of the licensed products from Rambam. This agreement further provides that it will be effective for a period of 10 years, with either party having the right to terminate on notice given 30 days prior to the desired termination, and also provided for certain territorial distribution rights of BPM as are set forth in the March 10, 2021 Distribution Agreement between the Company and BPM. BPM Distribution and Stock Purchase Agreements (a) On March 10, 2021, the Company finalized the Distribution Agreement with BPM, providing for distribution of the medical products developed and produced under the License Agreement. Under the Distribution Agreement, BPM has the right to distribute the medical products in Israel and has a right of first refusal in relation to all other countries/states, other than United States, Korea, China, Vietnam, Canada and Ecuador, which are termed excluded countries. (b) The Company and BPM entered into a Stock Purchase Agreement (“SPA”), dated December 7, 2020, providing for the purchase by BPM of 81,396 shares of common stock at a price of $8.60 per share, or $700,000. In December 2020, the Company received an initial payment of $60,000 under the SPA, which is included in Stockholders’ Equity in the Company’s consolidated balance sheet as of January 31, 2021. On February 25, 2021, in connection with the Company’s License Agreement with Rambam, pursuant to the SPA, the Company issued 81,395 shares of common stock to BPM and received the balance of the proceeds of $700,000 to be applied to product development expenses under the License Agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS (a) On February 10, 2021, the Company issued 12,500 shares of common stock, valued at $350,000, for consulting fee in connection with Rambam License Agreement. (b) On February 25,2021, the Company issued 5,602 shares of common stock, valued at $60,000, for consulting services pursuant to a consultant agreement commencing December 1, 2020. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization | 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 250,000 shares of common stock, valued at $1,850,000, and $400,000, and a royalty of 6% on all revenue generated by the Company from the abuse deterrent intellectual property that had been developed by 4P Therapeutics payable to the former owner of 4P Therapeutics. 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. 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 we can market any of our pharmaceutical products. On August 25, 2020, the Company formed Pocono Pharmaceuticals Inc. (“Pocono Pharmaceuticals”), a wholly owned subsidiary of the Company. On August 31, 2020, the Company acquired certain assets and liabilities associated with the Transdermal, Topical, Cosmetic, and Nutraceutical business of Pocono Coated Products LLC (“PCP”). The net assets were contributed to Pocono Pharmaceuticals. Included in the transaction the Company also acquired 100% of the membership interests of Active Intelligence LLC (“Active Intelligence”). See Note 2 for further details of the acquisition. Pocono Pharmaceuticals is a coated products manufacturing entity organized to take advantage of unique process capabilities and experience. Pocono helps their customer with product design and development along with manufacturing to bring new products to market with minimal capital investment. Pocono Pharmaceutical’s competitive edge is a low-cost manufacturing base: a result of its unique processes and state of the art material technology. Active Intelligence manufactures activated kinesiology tape. The tape has transdermal and topical properties. This tape is the same as traditional kinesiology tape. In December 2019, COVID-19 emerged and has subsequently spread world-wide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mediating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining people who may have been exposed to the virus. The effect of these orders, government imposed quarantines and measures the Company would take, such as work-at-home policies, may negatively impact productivity, disrupt our business and could delay our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and disruptions in our operations could negatively impact our business, operating results and financial condition. Further, quarantines, shelter-in-place and similar government orders, or the perception that such orders, shutdowns, or other restrictions on the conduct of business could occur, related to COVID-19 or other infectious diseases could impact personnel at third-party manufacturing facilities in the United States and other countries, or the availability or cost of materials, which could disrupt our supply chain. |
Reverse Stock Split | Reverse Stock Split 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. 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 | Going Concern As of January 31, 2021, the Company believes the substantial doubt about going concern has been resolved. The going concern conditions that caused substantial doubt consisted of current year net loss, negative working capital, negative cash flow, and accumulated deficit. Management has implemented plans to alleviate the substantial doubt. These plans include a substantial increase in sales commitments, a decrease in planned overhead expenses, equity funding that has been received and the net revenue and positive cash flow from its recent acquisition. These factors did not exist in prior years during its start-up operations. The Company’s recent history of losses has changed from prior periods due to its current management’s plans including its acquisition in the latter part of 2020 to alleviate the substantial doubt about the Company’s ability to continue as a going concern. Management’s plans have been currently implemented. The plans enable the Company to meet its obligations for at least one year from the date when the financial statements are issued. |
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 and the operations of Pocono and Active Intelligence are included in the Company’s financial statements from the date of acquisition of September 1, 2020. The wholly owned subsidiaries are as follows: Nutriband Ltd. 4P Therapeutics LLC Pocono Pharmaceuticals Inc. |
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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include short-term investments in money-market funds and certificate of deposits with an original maturity of three months or less when purchased. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s Irish subsidiary is the Euro. The assets and liabilities of the subsidiary are translated into US dollars using the prevailing exchange rate as of the balance sheet date and income and expenses are translated into US dollars using the average exchange rate during the reporting period. Translation adjustments are recorded in other comprehensive income (loss). |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the accounting standards for revenue recognition. ASU 2014-09 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. Revenue Types The following is a description of the Company’s revenue types, which include professional services and sale of goods: ● Service revenues include the contract of research and development related services with the Company’s 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. ● Product revenues are derived from the sale of the Company’s consumer transdermal and coated products. Upon the reception of a purchase order, we have the order filled and shipped. |
Contracts with Customers | Contracts with Customers A contract with a customer exists when (i) we enter 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) we determine 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. |
Deferred Revenue | Deferred Revenue Deferred revenue is a liability related to a revenue producing activity for which revenue has not been recognized. The Company records deferred revenue when it receives consideration from a contract before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP. |
Performance Obligations | 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 service 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 we perform professional service work, we recognize revenue when we have the right to invoice the customer for the work completed, which typically occurs over time on a monthly basis for the work performed during that month. All revenue recognized in the income statement is considered to be revenue from contracts with customers. |
Disaggregation of Revenues | Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by type and by geographical location. See the tables: Years Ended January 31, 2021 2020 Revenue by type Sale of goods $ 737,519 $ 124,958 Services 206,183 245,679 Total $ 943,702 $ 370,637 Years Ended January 31, 2021 2020 Revenue by geographical location United States $ 360,378 $ 245,679 Foreign 583,324 124,958 Total $ 943,702 $ 370,637 |
Accounts receivable | Accounts receivable Trade accounts receivable are recorded at the net invoice value and are not interest bearing. The Company maintains allowances for doubtful accounts for estimated losses from the inability of its customers to make required payments. The Company determines its allowances by both specific identification of customer accounts where appropriate and the application of historical loss to non-specific accounts. For the years ended January 31, 2021 and 2020, the Company recorded no bad debt expense and no allowance for doubtful accounts related to accounts receivable. |
Inventories | Inventories Inventories are valued at the lower of cost and realizable value determined using the first-in, first-out (FIFO) method. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. The cost of finished goods and work in progress is comprised of material costs, direct labor costs and other direct costs and related production overheads (based on normal operating capacity). |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment represent an important component of the Company’s assets. 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 10 years as follows: Lab Equipment 5-10 years Furniture and fixtures 3 years Machinery and equipment 10-20 years |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Intangible 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 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. |
Intangible Assets | 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 on January 31, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets exceeds their fair value. The Company does not amortize goodwill in accordance with ASC 350. On August 31, 2020, in connection with the Company’s acquisition of Pocono Coated Products LLC and Active Intelligence LLC, the Company recorded Goodwill of $5,810,640. As of January 31, 2021, Goodwill amounted to $7,529,875. |
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. |
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). As of February 1, 2019, pursuant to ASC 2018-07, ASC 718 was applied to stock-based compensation for both employees and non-employees. |
Business Combinations | Business Combinations The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the accounting literature. In accordance with this guidance, acquisition-related costs, including restructuring costs, must be recognized separately from the acquisition and will generally be expensed as incurred. That replaces the cost-allocation process detailed in previous accounting literature, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair value. |
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. |
Research and Development | Research and Development Research and developments costs are expensed as incurred. |
Income Taxes | Income Taxes Taxes are calculated in accordance with taxation principles currently effective in the United States and Ireland. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent they believe these assets will more-likely-than-not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company’s cash and cash equivalents are concentrated primarily in banks. At times, such deposits could be in excess of insured limits. Management believes that the financial institutions that hold the Company’s financial instruments are financially sound and, accordingly, minimal credit risk is believed to exist with respect to these financial instruments. As of and for the year ended January 31, 2020, three customers accounted for 100% of the Company’s revenues and two customers accounted for 100% of accounts receivable. As of and for the year ended January 31, 2021, one customer accounted for 62% of the Company’s revenues and two customers accounted for 67% and 13% of accounts receivable. |
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 outstanding common stock purchase warrants. For the years ended January 31, 2021 and 2020 there were 141,830 and 70,000 potential shares of common stock that were not included in the calculation of diluted earnings per share as their effect would be anti-dilutive. |
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 the Company’s 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. |
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 January 31, 2021, and 2020, the Company had a $-0- and $928,774 derivative liability, respectively. 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 In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements”. The updated guidance improves the disclosure requirements on fair value measurement. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the provisions effective February 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial position or consolidated results of operations. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to the users of financial statements. ASU 209-12 is effective for annual reporting periods beginning after December 15, 2021. The Company is currently assessing the impact of ASU 209-12, but it is not expected to have a material impact on the Company’s consolidated financial statements. The Company has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous GAAP and does not believe that any new or modified principles will have a material impact on the company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management and certain standards are under consideration. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of disaggregation of revenues | Years Ended January 31, 2021 2020 Revenue by type Sale of goods $ 737,519 $ 124,958 Services 206,183 245,679 Total $ 943,702 $ 370,637 |
Schedule of Revenue by geographical location | Years Ended January 31, 2021 2020 Revenue by geographical location United States $ 360,378 $ 245,679 Foreign 583,324 124,958 Total $ 943,702 $ 370,637 |
Schedule of property plant and equipment | Lab Equipment 5-10 years Furniture and fixtures 3 years Machinery and equipment 10-20 years |
Acquisition of Business (Tables
Acquisition of Business (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of net assets acquired | Fair value Recognized on Acquisition Common stock issued $ 6,085,180 Note payable issued 1,332,893 $ 7,418,073 Cash $ 66,994 Accounts receivable 1,761 Inventory 42,613 Equipment and fixtures 1,056,935 Customer base 177,600 Intellectual property and trademarks 583,200 Goodwill 5,810,640 Acounts payable and accrued expenses (26,104 ) Deferred revenue (26,851 ) Debt (268,715 ) Net assets acquired $ 7,418,073 |
Schedule of unaudited pro forma condensed financial information | January 31, 2021 2020 As As Reported Proforma Reported Proforma Net revenue $ 943,702 $ 1,369,761 $ 370,647 $ 1,993,472 Net loss (2,932,828 ) (3,001,178 ) (2,766,627 ) (2,732,727 ) Loss per common share - basic and diluted (0.51 ) 0.52 (0.50 ) (0.45 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | January 31, 2021 2020 Lab equipment $ 144,585 $ 144,585 Machinery and equipment 1,053,966 - Furniture and fixtures 22,612 19,643 1,221,163 164,228 Less: Accumulated depreciation (144,537 ) (53,199 ) Net Property and Equipment $ 1,076,626 $ 111,029 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of provision for income taxes | Years Ended January 31, 2021 2020 Current Federal $ - $ - Foreign - - Deferred Federal - - Foreign - - $ - $ - |
Schedule of reconciliation of taxes on income computed at the federal statutory rate to amounts | Years Ended January 31, 2021 2020 Book income (loss) from operations $ (615,894 ) $ (580,992 ) Common stock issued for services 421,024 52,931 Impairment expense - - Unused operating losses 194,870 528,061 Income tax expense $ - $ - |
Schedule of deferred tax asset and Liabilities | January 31, 2021 2020 Net operating loss carryforwards (expire through 2038) $ (1,106,339 ) $ (698,308 ) Stock issued for services (844,520 ) (436,904 ) Intangible impairment expense (525,000 ) (525,000 ) Valuation allowance 2,475,859 1,660,212 Net deferred taxes $ - $ - |
Notes Payable_Convertible Debt
Notes Payable/Convertible Debt (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Minimum lease payments | Years Ending January 31, 2022 $ 24,738 January 31, 2023 26,295 January 31, 2024 27,948 January 31, 2025 26,361 January 31, 2026 16,202 Total $ 121,543 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization | January 31, January 31, 2021 2020 Customer base $ 314,100 $ 136,500 Intellectual property and trademarks 817,400 234,200 Total 1,131,500 370,700 Less: Accumulated amortization (124,770 ) (56,000 ) Net Intangible Assets $ 1,006,730 $ 314,700 |
Schedule of estimated amortization | Total Year Ended January 31, 2022 $ 113,150 2023 113,150 2024 113,150 2025 113,150 2026 and thereafter 554,130 $ 1,006,730 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule reconciliation of derivative liabilities | January 31, Balance at the beginning of the period $ 928,774 Derivative liability warrants reclassed to equity (906,678) Change in value of embedded conversion option (22,096) Balance at the end of the period $ - |
Warrants and Options (Tables)
Warrants and Options (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Warrants and Options (Tables) [Line Items] | |
Schedule of additional information relating to warrants outstanding | Range of Number Remaining Exercise Price Number Exercise Price $ 11.00 95,000 1.75 $ 11.00 95,000 $ 11.00 $ 14.00 46,828 2.24 $ 14.00 46,828 $ 14.00 |
Stock Options [Member] | |
Warrants and Options (Tables) [Line Items] | |
Schedule of options outstanding | 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 January 31, 2020 - $ - - $ - Exercisable - period ending January 31, 2020 - $ - - $ - |
Warrants [Member] | |
Warrants and Options (Tables) [Line Items] | |
Schedule of warrants outstanding | Exercise Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2019 182,500 $ 6.32 0.35 $ 4,101,000 Granted 50,000 20.90 3.00 years - Exercised - - - - Expired/Cancelled (162,500 ) 5.38 - - Outstanding, January 31, 2020 70,000 $ 18.93 2.08 years - Granted 91,828 12.53 3.00 years - Expired/Cancelled (20,000 ) 14.00 - - Exercised - - - - Outstanding-period ending January 31, 2021 141,828 $ 11.99 2.16 $ 853,311 Exercisable - period ending January 31, 2021 141,828 $ 11.99 2.16 $ 853,311 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) - USD ($) | Aug. 01, 2018 | Jun. 25, 2019 | Jan. 31, 2021 | Jan. 31, 2020 | Aug. 31, 2020 |
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Reverse stock split, 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. | ||||
Description of acquired | the Company acquired 4P Therapeutics LLC (“4P Therapeutics”) for $2,250,000, consisting of 250,000 shares of common stock, valued at $1,850,000, and $400,000, and a royalty of 6% on all revenue generated by the Company from the abuse deterrent intellectual property that had been developed by 4P Therapeutics payable to the former owner of 4P Therapeutics. 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. | ||||
Goodwill (in Dollars) | $ 7,529,875 | $ 1,719,235 | $ 5,810,640 | ||
Potential shares of common stock (in Shares) | 141,830 | 70,000 | |||
Derivative liability (in Dollars) | $ 928,774 | ||||
Minimum [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Property plant and equipment useful life | 3 years | ||||
Maximum [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Property plant and equipment useful life | 10 years | ||||
Three Customers [Member] | Revenues [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration risk, percentage | 100.00% | ||||
Two customer [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration risk, percentage | 13.00% | ||||
Two customer [Member] | Accounts Receivable [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration risk, percentage | 100.00% | ||||
Two customer [Member] | Revenue, Segment Benchmark [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration risk, percentage | 67.00% | ||||
One cutomer [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration risk, percentage | 62.00% |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - Schedule of disaggregation of revenues - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Schedule of disaggregation of revenues [Abstract] | ||
Sale of goods | $ 737,519 | $ 124,958 |
Services | 206,183 | 245,679 |
Total | $ 943,702 | $ 370,647 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details) - Schedule of revenue by geographical location - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Organization and Summary of Significant Accounting Policies (Details) - Schedule of revenue by geographical location [Line Items] | ||
Total | $ 943,702 | $ 370,647 |
United States [Member] | ||
Organization and Summary of Significant Accounting Policies (Details) - Schedule of revenue by geographical location [Line Items] | ||
Total | 360,378 | 245,679 |
Foreign [Member] | ||
Organization and Summary of Significant Accounting Policies (Details) - Schedule of revenue by geographical location [Line Items] | ||
Total | $ 583,324 | $ 124,958 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details) - Schedule of property plant and equipment | 12 Months Ended |
Jan. 31, 2021 | |
Lab Equipment [Member] | Minimum [Member] | |
Organization and Summary of Significant Accounting Policies (Details) - Schedule of property plant and equipment [Line Items] | |
Property plant and equipment, Usefull life | 5 years |
Lab Equipment [Member] | Maximum [Member] | |
Organization and Summary of Significant Accounting Policies (Details) - Schedule of property plant and equipment [Line Items] | |
Property plant and equipment, Usefull life | 10 years |
Furniture and fixtures [Member] | |
Organization and Summary of Significant Accounting Policies (Details) - Schedule of property plant and equipment [Line Items] | |
Property plant and equipment, Usefull life | 3 years |
Machinery and equipment [Member] | Minimum [Member] | |
Organization and Summary of Significant Accounting Policies (Details) - Schedule of property plant and equipment [Line Items] | |
Property plant and equipment, Usefull life | 10 years |
Machinery and equipment [Member] | Maximum [Member] | |
Organization and Summary of Significant Accounting Policies (Details) - Schedule of property plant and equipment [Line Items] | |
Property plant and equipment, Usefull life | 20 years |
Acquisition of Business (Detail
Acquisition of Business (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2020 | Aug. 31, 2020 | Jan. 31, 2021 | |
Business Combinations [Abstract] | |||
Acquired of membership interests | 100.00% | ||
Acquired common stock value | $ 6,085,180 | ||
Acquired common stock, shares (in Shares) | 608,519 | ||
Principal amount | $ 1,332,893 | ||
Capital raise of no less | 4,000,000 | ||
Public offering less | $ 4,000,000 | ||
Annual meeting of shareholders, term | 1 year | ||
Net revenues | $ 154,195 | ||
Net profit | $ 40,068 |
Acquisition of Business (Deta_2
Acquisition of Business (Details) - Schedule of net assets acquired | 12 Months Ended |
Jan. 31, 2020USD ($) | |
Schedule of net assets acquired [Abstract] | |
Common stock issued | $ 6,085,180 |
Note payable issued | 1,332,893 |
Total | 7,418,073 |
Cash | 66,994 |
Accounts receivable | 1,761 |
Inventory | 42,613 |
Equipment and fixtures | 1,056,935 |
Customer base | 177,600 |
Intellectual property and trademarks | 583,200 |
Goodwill | 5,810,640 |
Acounts payable and accrued expenses | (26,104) |
Deferred revenue | (26,851) |
Debt | (268,715) |
Net assets acquired | $ 7,418,073 |
Acquisition of Business (Deta_3
Acquisition of Business (Details) - Schedule of unaudited pro forma condensed financial information - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Schedule of unaudited pro forma condensed financial information [Abstract] | ||
Net revenue, Reported | $ 943,702 | $ 370,647 |
Net revenue, Proforma | 1,369,761 | 1,993,472 |
Net loss, Reported | (2,932,828) | (2,766,627) |
Net loss, Proforma | $ (3,001,178) | $ (2,732,727) |
Loss per common share - basic and diluted, Reported (in Dollars per share) | $ (0.51) | $ (0.50) |
Loss per common share - basic and diluted, Proforma (in Dollars per share) | $ 0.52 | $ (0.45) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 91,338 | $ 35,118 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Jan. 31, 2021 | Jan. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,221,163 | $ 164,228 |
Less: Accumulated depreciation | (144,537) | (53,199) |
Net Property and Equipment | 1,076,626 | 111,029 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 144,585 | 144,585 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,053,966 | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 22,612 | $ 19,643 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 22, 2017 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 5,300,000 | |
Valuation allowance | $ 810,000 | |
Corporate rate, description | the Tax Cuts and Jobs Act (the “Tax Act”) significantly revised U.S. corporate income tax law by, among other things, reducing the corporate rate from 34% to 21%. | |
Net operating loss expire, description | The Company’s NOL expires in 2038. |
Income Taxes (Details) - Summar
Income Taxes (Details) - Summary of provision for income taxes - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Current | ||
Federal | ||
Foreign | ||
Deferred | ||
Federal | ||
Foreign | ||
Deferred Total |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of reconciliation of taxes on income computed at the federal statutory rate to amounts - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Schedule of reconciliation of taxes on income computed at the federal statutory rate to amounts [Abstract] | ||
Book income (loss) from operations | $ (615,894) | $ (580,992) |
Common stock issued for services | 421,024 | 52,931 |
Impairment expense | ||
Unused operating losses | 194,870 | 528,061 |
Income tax expense |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax asset and liabilities - USD ($) | Jan. 31, 2021 | Jan. 31, 2020 |
Schedule of deferred tax asset and liabilities [Abstract] | ||
Net operating loss carryforwards (expire through 2038) | $ (1,106,339) | $ (698,308) |
Stock issued for services | (844,520) | (436,904) |
Intangible impairment expense | (525,000) | (525,000) |
Valuation allowance | 2,475,859 | 1,660,212 |
Net deferred taxes |
Notes Payable_Convertible Deb_2
Notes Payable/Convertible Debt (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Aug. 31, 2020 | Jul. 31, 2020 | Mar. 31, 2020 | Mar. 27, 2020 | Mar. 25, 2020 | Mar. 21, 2020 | Oct. 30, 2019 | Jan. 31, 2021 | Jan. 31, 2020 | |
Notes Payable/Convertible Debt (Details) [Line Items] | |||||||||
Notes payable, description | the Coronavirus Aid Relief and Economic Security Act (“CARES ACT” was enacted. The CARES ACT established the Paycheck Protection Program (“PPP”) which funds small businesses through federally guaranteed loans. Under the PPP, companies are eligible for forgiveness of principal and interest if the proceeds are used for eligible payroll costs, rent and utility costs. On June 17, 2020, the Company’s subsidiary, 4P Therapeutics, was advanced $34,870 under the PPP, all of which was outstanding as of January 31, 2021. The note matures June 17, 2022 and accrues interest at 0.98% per year. | ||||||||
Loan amount | $ 215,000 | ||||||||
Additional loan | $ 100,000 | $ 60,000 | |||||||
Total loan | $ 275,000 | ||||||||
Conversion stock issued (in Shares) | 25,000 | ||||||||
Convertible debt amount | $ 275,000 | ||||||||
Loss on extinguishment of debt | $ 12,500 | ||||||||
Line of credit amount | $ 160,000 | ||||||||
Line of credit, term | October 16, 2029 | ||||||||
Interest rate, percentage | 5.00% | ||||||||
Assumed amount | $ 139,184 | ||||||||
Payments of principal interest | 1,697 | ||||||||
Principal payment | 3,351 | ||||||||
Principal payment in advance | 2,217 | ||||||||
Balance due | 129,078 | ||||||||
Convertible notes payable current | $ 13,885 | ||||||||
Lease of description | The leases mature in 2025 and 2026. | ||||||||
Borrowing rate, percentage | 5.00% | ||||||||
Related party payable, description | the Company issued to Pocono Coated Products LLC a promissory note, net of debt discount, in the amount of $1,332,893 with interest accruing at an annual rate of 0.17%, due on August 28, 2021 or immediately following the earlier of a capital raise of no less than $4,000,000 and/or a public offering of no less than $4,000,000. Pocono Coated Products LLC, a related party, is a shareholder of the Company. | ||||||||
Convertible notes payable, 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 loans contained an original issue discount of $20,000 resulting in gross proceeds from this financing of $250,000. | ||||||||
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. | ||||||||
Fair value of conversion price | 128,870 | ||||||||
Fair value of the warrants | 888,789 | ||||||||
Debt discount | 270,000 | $ 67,500 | |||||||
initial derivative expense | 767,650 | ||||||||
Discount remaining amount | 202,500 | ||||||||
Principal amount | $ 270,000 | ||||||||
Prepayment fee | 69,131 | ||||||||
Accrued interest | $ 345,565 | ||||||||
Derivative liability | 928,774 | ||||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | 81,631 | ||||||||
Interest expense, debt | 280,686 | 73,413 | |||||||
Interest expenses including amortization debt discount amount | 272,130 | 67,500 | |||||||
interest expense | 8,566 | ||||||||
Officers [Member] | |||||||||
Notes Payable/Convertible Debt (Details) [Line Items] | |||||||||
Balance due | 40,194 | ||||||||
Advanced amount | $ 29,067 | ||||||||
Expenses amount | 12,628 | ||||||||
Chief Operating Officer [Member] | |||||||||
Notes Payable/Convertible Debt (Details) [Line Items] | |||||||||
Expenses amount | $ 5,500 |
Notes Payable_Convertible Deb_3
Notes Payable/Convertible Debt (Details) - Schedule of minimum lease payments | Jan. 31, 2021USD ($) |
Schedule of minimum lease payments [Abstract] | |
Years Ending January 31, 2022 | $ 24,738 |
January 31, 2023 | 26,295 |
January 31, 2024 | 27,948 |
January 31, 2025 | 26,361 |
January 31, 2026 | 16,202 |
Total | $ 121,543 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortized over period | 10 years | |
Amortization expense | $ 68,770 | $ 37,070 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization - USD ($) | Jan. 31, 2021 | Jan. 31, 2020 |
Intangible Assets and Goodwill (Details) - Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization [Line Items] | ||
Total | $ 1,131,500 | $ 370,700 |
Less: Accumulated amortization | (124,770) | (56,000) |
Net Intangible Assets | 1,006,730 | 314,700 |
Customer base [Member] | ||
Intangible Assets and Goodwill (Details) - Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization [Line Items] | ||
Total | 314,100 | 136,500 |
Intellectual property [Member] | ||
Intangible Assets and Goodwill (Details) - Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization [Line Items] | ||
Total | $ 817,400 | $ 234,200 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details) - Schedule of estimated amortization | Jan. 31, 2021USD ($) |
Schedule of estimated amortization [Abstract] | |
2022 | $ 113,150 |
2023 | 113,150 |
2024 | 113,150 |
2025 | 113,150 |
2026 and thereafter | 554,130 |
Total | $ 1,006,730 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Mar. 25, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Derivative Liabilities (Details) [Line Items] | |||
Expected volatility | 147.47% | 158.30% | |
Risk-free interest rate | 0.36% | 1.58% | |
Expected term | 2 years 219 days | 1 year | |
Exercise price (in Dollars per share) | $ 11 | ||
Re-Valuation [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Expected volatility | 184.40% | ||
Risk-free interest rate | 1.43% | ||
Expected term | nine months |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule fair value of the company’s level 3 financial liabilities - Level 3 [Member] | 12 Months Ended |
Jan. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at the beginning of the period | $ 928,774 |
Derivative liability warrants reclassed to equity | (906,678) |
Change in value of embedded conversion option | (22,096) |
Balance at the end of the period |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 19, 2019 | Jul. 31, 2019 | Jan. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||
Stock, description | a)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. | ||||
Fair value of warrant expense | $ 252,700 | ||||
Warrant, description | The warrant expired unexercised on May 19, 2019. | ||||
Finance payments | $ 8,345 | ||||
Common stock issued (in Shares) | 51,825 | ||||
Common stock value | $ 777,375 | ||||
Common stock value | 6,257 | $ 5,441 | |||
Pocono Coated Products LLC [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Revenue transactions | 68,780 | ||||
Purchase of materials | 33,479 | ||||
Expenses paid | 23,310 | ||||
Finance payments | $ 6,763 | ||||
Related party transaction, description | Pocono Coated Products LLC owed the Company $5,228. The Company also issued a note in the amount $1,500,000 to Pocono Coated Products LLC. See footnote 5 for further discussion. | ||||
Common Stock [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Stock price (in Dollars per share) | $ 15 | ||||
Former Independent Directors [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Issuance of shares (in Shares) | 78,500 | ||||
Common stock value | $ 1,221,500 |
Stockholder_s Equity (Details)
Stockholder’s Equity (Details) - USD ($) | Mar. 31, 2020 | Mar. 22, 2020 | Jun. 20, 2019 | Feb. 25, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Jun. 25, 2019 | May 24, 2019 | Jul. 27, 2018 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 27, 2020 | Jan. 15, 2016 |
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock, shares designated | 2,500,000 | |||||||||||||
Common stock of, description | In March 2020, a minority shareholder who had previously made loans of $215,000, made an additional loan to the Company in the amount of $60,000, increasing the loans to shareholder to $275,000. On March 27, 2020, the Company issued 25,000 shares of common stock upon reaching a settlement with the noteholder to convert the notes in the principal amount of $275,000. The transaction resulted in a loss on extinguishment of $12,500. | The fair value of the common stock at the date of issuance was $50,000, all of which is included in selling and general administrative expense for the year ended January 31, 2021. | On June 25, 2019, the Company effected a one-for four reverse split, pursuant to which each share of common stock became converted into 0.25 shares of common stock, and the Company decreased its authorized common stock from 100,000,000 to 25,000,000 shares. | |||||||||||
Private Placement | 46,828 | |||||||||||||
Warrant to purchase of common stock per unit (in Dollars per share) | $ 11 | |||||||||||||
Exercise price of warrants (in Dollars per share) | $ 14 | |||||||||||||
Issuance shares of common stock, shares | 46,828 | |||||||||||||
Warrant to purchase of common stock | 46,828 | |||||||||||||
Received proceeds (in Dollars) | $ 515,108 | $ 515,108 | ||||||||||||
Issued of shares | 1,250,000 | |||||||||||||
Common stock, value (in Dollars) | $ 2,500,000 | 6,085,180 | ||||||||||||
Common stock issued, value (in Dollars) | $ 240,000 | |||||||||||||
Subscription payable, value (in Dollars) | $ 10,000 | |||||||||||||
Subscription payable, shares | 934 | |||||||||||||
Extinguish accounts payable (in Dollars) | $ 240,000 | |||||||||||||
Warrants expiry date | Apr. 30, 2023 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | |||||||||||||
Common stock issued, shares | 17,144 | |||||||||||||
Issued of shares | 608,519 | |||||||||||||
Common stock, value (in Dollars) | $ 609 | |||||||||||||
Common stock issued, value (in Dollars) | $ 17 | |||||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Increase decreased in authorized common stock | 100,000,000 | 250,000,000 | ||||||||||||
Common Stock [Member] | Minimum [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Increase decreased in authorized common stock | 25,000,000 | 25,000,000 | ||||||||||||
Pocono Coated Products LLC [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Issued of shares | 608,519 | |||||||||||||
Common stock, value (in Dollars) | $ 6,085,180 | |||||||||||||
Principal amount (in Dollars) | $ 1,332,893 | |||||||||||||
BPM [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Payment received (in Dollars) | $ 60,000 | |||||||||||||
BPM [Member] | Subsequent Event [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Received proceeds (in Dollars) | $ 700,000 | |||||||||||||
Common stock issued, shares | 81,396 | |||||||||||||
Consulting Services [Member] | Subsequent Event [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Common stock issued, shares | 5,602 | |||||||||||||
Common stock issued, value (in Dollars) | $ 60,000 | |||||||||||||
Consulting Services [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Common stock issued, shares | 5,000 | |||||||||||||
Executive Officer [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Common stock issued, shares | 51,825 | |||||||||||||
Common stock issued, value (in Dollars) | $ 777,375 | |||||||||||||
Directors [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Common stock issued, shares | 78,500 | |||||||||||||
Common stock issued, value (in Dollars) | $ 1,177,500 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Preferred stock, shares designated | 2,500,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholder’s Equity (Details) [Line Items] | ||||||||||||||
Common stock issued, shares | 130,325 | |||||||||||||
Common stock issued, value (in Dollars) | $ 1,954,875 |
Warrants and Options (Details)
Warrants and Options (Details) | 12 Months Ended |
Jan. 31, 2021USD ($)$ / sharesshares | |
Warrants and Options (Details) [Line Items] | |
Exercise price | $ / shares | $ 20.90 |
Initial public offering price, percentage | 110.00% |
Derivative liability for warrant | $ | $ 906,678 |
Warrants [Member] | |
Warrants and Options (Details) [Line Items] | |
Purchase of warrants shares | shares | 50,000 |
IPO [Member] | |
Warrants and Options (Details) [Line Items] | |
Purchase of warrants shares | shares | 95,000 |
Per share | $ / shares | $ 11 |
Warrants and Options (Details)
Warrants and Options (Details) - Schedule of warrants outstanding - Warrants [Member] - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Shares, Outstanding, Beginning Balance | 70,000 | 182,500 |
Exercise Price, Outstanding, Beginning Balance | $ 18.93 | $ 6.32 |
Remaining Life, Outstanding, Beginning Balance | 127 days | |
Intrinsic Value, Outstanding, Beginning Balance | $ 4,101,000 | |
Shares, Granted | 91,828 | 50,000 |
Exercise Price, Granted | $ 12.53 | $ 20.90 |
Remaining Life, Granted | 3 years | 3 years |
Intrinsic Value, Granted | ||
Shares, Exercised | ||
Exercise Price, Exercised | ||
Intrinsic Value, Exercised | ||
Shares, Expired/Cancelled | (20,000) | (162,500) |
Exercise Price, Expired/Cancelled | $ 14 | $ 5.38 |
Intrinsic Value, Expired/Cancelled | ||
Shares, Outstanding, Ending Balance | 141,828 | 70,000 |
Exercise Price, Outstanding, Ending Balance | $ 11.99 | $ 18.93 |
Remaining Life, Outstanding, Ending Balance | 2 years 58 days | 2 years 29 days |
Intrinsic Value, Outstanding, Ending Balance | $ 853,311 | |
Shares, Exercisable | 141,828 | |
Exercise Price, Exercisable | $ 11.99 | |
Remaining Life, Exercisable | 2 years 58 days | |
Intrinsic Value, Exercisable | $ 853,311 |
Warrants and Options (Details_2
Warrants and Options (Details) - Schedule of additional information relating to warrants outstanding | 12 Months Ended |
Jan. 31, 2021$ / sharesshares | |
Warrants and Options (Details) - Schedule of additional information relating to warrants outstanding [Line Items] | |
Range of Exercise Prices | 14 |
Number Outstanding | 46,828 |
Remaining Contractual Life(Years) | 2 years 87 days |
Exercise Price for Shares Outstanding (in Dollars per share) | $ / shares | $ 14 |
Number Exercisable | 46,828 |
Exercise Price for Shares Exercisable (in Dollars per share) | $ / shares | $ 14 |
Warrants [Member] | |
Warrants and Options (Details) - Schedule of additional information relating to warrants outstanding [Line Items] | |
Range of Exercise Prices | 11 |
Number Outstanding | 95,000 |
Remaining Contractual Life(Years) | 1 year 9 months |
Exercise Price for Shares Outstanding (in Dollars per share) | $ / shares | $ 11 |
Number Exercisable | 95,000 |
Exercise Price for Shares Exercisable (in Dollars per share) | $ / shares | $ 11 |
Warrants and Options (Details_3
Warrants and Options (Details) - Schedule of options outstanding - Stock Options [Member] - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2020 | |
Warrants and Options (Details) - Schedule of options outstanding [Line Items] | ||
Shares, Outstanding, Beginning Balance (in Shares) | ||
Exercise Price, Outstanding, Beginning Balance (in Dollars per share) | ||
Remaining Life, Outstanding, Beginning Balance | ||
Intrinsic Value, Outstanding, Beginning Balance | ||
Shares, Granted (in Shares) | 25,000 | |
Exercise Price, Granted (in Dollars per share) | $ 25.64 | |
Remaining Life, Granted | 18 days | |
Intrinsic Value, Granted | $ 232,750 | |
Shares, Expired (in Shares) | (25,000) | |
Exercise Price, Expired (in Dollars per share) | $ 25.64 | |
Remaining Life, Expired | ||
Intrinsic Value, Expired | ||
Shares, Exercised (in Shares) | ||
Exercise Price, Exercised (in Dollars per share) | ||
Remaining Life, Exercised | ||
Intrinsic Value, Exercised | ||
Shares, Outstanding, Ending Balance | ||
Exercise Price, Outstanding, Ending Balance (in Dollars per share) | ||
Remaining Life, Outstanding, Ending Balance | ||
Intrinsic Value, Outstanding, Ending Balance | ||
Shares, Exercisable (in Shares) | ||
Exercise Price, Exercisable (in Dollars per share) | ||
Remaining Life, Exercisable | ||
Intrinsic Value, Exercisable |
Leases (Details)
Leases (Details) | 12 Months Ended |
Jan. 31, 2021USD ($) | |
Disclosure Text Block [Abstract] | |
Amount of monthly rent | $ 4,200 |
Commitments and Contigencies (D
Commitments and Contigencies (Details) - USD ($) | Dec. 09, 2020 | Feb. 28, 2021 | Apr. 29, 2019 | Apr. 25, 2019 | Jan. 31, 2019 | Jul. 27, 2018 | Jan. 31, 2021 |
Commitments and Contigencies (Details) [Line Items] | |||||||
Acquired advanced shares of common stock (in Shares) | 1,250,000 | ||||||
Acquired advanced shares of common stock value | $ 2,500,000 | $ 6,085,180 | |||||
Compensation annual rate | $ 170,000 | ||||||
Public or private financing | 2,500,000 | ||||||
Initial license fee payment | $ 50,000 | ||||||
Other commitments term, description | The Company had entered into a prior agreement, dated November 13, 2020, with BPM Inno Ltd., Kiryat, Israel (“BPM”), that, in consideration of BPM’s introduction of Rambam to the Company, provided for BPM to have the rights as the exclusive of agent of the Company with Rambam and any other parties similarly introduced by BPM, and for a commission payable to BPM by the Company of 4.5% of revenues received by the Company resulting from the introduction of Rambam (and any other companies as to which the exclusive agency of BPM was in effect), and for BPM’s payment of a royalty to Rambam. If the Company fails to commercialize the medical products subject to the License Agreement with Rambam within 36 months, under the November 13, 2020 agreement, BPM and the Company would share 50/50 in the revenues generated from sales of the licensed products from Rambam. This agreement further provides that it will be effective for a period of 10 years, with either party having the right to terminate on notice given 30 days prior to the desired termination, and also provided for certain territorial distribution rights of BPM as are set forth in the March 10, 2021 Distribution Agreement between the Company and BPM. | ||||||
Stock Purchase Agreement [Member] | |||||||
Commitments and Contigencies (Details) [Line Items] | |||||||
Purchase commitment, description | The Company and BPM entered into a Stock Purchase Agreement (“SPA”), dated December 7, 2020, providing for the purchase by BPM of 81,396 shares of common stock at a price of $8.60 per share, or $700,000. In December 2020, the Company received an initial payment of $60,000 under the SPA, which is included in Stockholders’ Equity in the Company’s consolidated balance sheet as of January 31, 2021. On February 25, 2021, in connection with the Company’s License Agreement with Rambam, pursuant to the SPA, the Company issued 81,395 shares of common stock to BPM and received the balance of the proceeds of $700,000 to be applied to product development expenses under the License Agreement. | ||||||
Subsequent Event [Member] | |||||||
Commitments and Contigencies (Details) [Line Items] | |||||||
Initial license fee payment | $ 50,000 | ||||||
Health Brands, Inc. [Member] | |||||||
Commitments and Contigencies (Details) [Line Items] | |||||||
Acquired advanced shares of common stock (in Shares) | 1,250,000 | ||||||
Defendants [Member] | |||||||
Commitments and Contigencies (Details) [Line Items] | |||||||
Shares cancelled (in Shares) | 50,000 | ||||||
Chief Executive Officer [Member] | |||||||
Commitments and Contigencies (Details) [Line Items] | |||||||
Annual salary | $ 42,000 | ||||||
President [Member] | |||||||
Commitments and Contigencies (Details) [Line Items] | |||||||
Annual salary | $ 60,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Feb. 25, 2021 | Feb. 10, 2021 |
Subsequent Events (Details) [Line Items] | ||
Common stock, shares issued | 5,602 | 12,500 |
common stock value | $ 60,000 | $ 350,000 |