Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Apr. 30, 2021 | Jun. 11, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | NutriBand Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --01-31 | |
Entity Common Stock, Shares Outstanding | 6,356,270 | |
Amendment Flag | false | |
Entity Central Index Key | 0001676047 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Apr. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
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 | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Apr. 30, 2021 | Jan. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 410,754 | $ 151,993 |
Accounts receivable | 150,810 | 109,347 |
Inventory | 90,266 | 52,848 |
Prepaid expenses | 282,542 | |
Total Current Assets | 934,372 | 314,188 |
PROPERTY & EQUIPMENT-net | 1,071,597 | 1,076,626 |
OTHER ASSETS: | ||
Goodwill | 7,529,875 | 7,529,875 |
Intangible assets-net | 1,024,276 | 1,006,730 |
TOTAL ASSETS | 10,560,120 | 9,927,419 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 873,988 | 940,612 |
Deferred revenue | 69,894 | 86,846 |
Notes payable-related party | 1,439,077 | 1,402,523 |
Finance lease liabilities-current portion | 25,119 | 24,740 |
Notes payable-current portion | 114,060 | 113,885 |
Total Current Liabilities | 2,522,138 | 2,568,606 |
LONG-TERM LIABILITIES: | ||
Notes payable-net of current portion | 111,613 | 150,063 |
Finance lease liabilities-net of current portion | 90,380 | 96,804 |
Total Liabilities | 2,724,131 | 2,815,473 |
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 authorized; 6,356,270 and 6,256,772 shares issued and outstanding at April 30, 2021 and January 31, 2021, respectively | 6,356 | 6,257 |
Additional paid-in-capital | 19,980,999 | 18,871,098 |
Subscription payable | 70,000 | |
Accumulated other comprehensive loss | (304) | (304) |
Accumulated deficit | (12,151,062) | (11,835,105) |
Total Stockholders’ Equity | 7,835,989 | 7,111,946 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 10,560,120 | $ 9,927,419 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Apr. 30, 2021 | Jan. 31, 2021 |
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 | 6,356,270 | 6,256,772 |
Common stock, shares outstanding | 6,356,270 | 6,256,772 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 433,488 | $ 119,364 |
Costs and expenses: | ||
Cost of revenues | 168,844 | 74,939 |
Selling, general and administrative expenses | 579,608 | 191,917 |
Total Costs and Expenses | 748,452 | 266,856 |
Loss from operations | (314,964) | (147,492) |
Other income (expense) | ||
Gain (loss) on extinguishment of debt | 39,876 | (12,500) |
Early prepayment fee on convertible debenture | (69,131) | |
Gain on change in fair value of derivative | 22,096 | |
Interest expense | (40,869) | (205,167) |
Total other income (expense) | (993) | (264,702) |
Loss from operations before provision for income taxes | (315,957) | (412,194) |
Provision for income taxes | ||
Net loss | $ (315,957) | $ (412,194) |
Net loss per share of common stock-basic and diluted (in Dollars per share) | $ (0.05) | $ (0.08) |
Weighted average shares of common stock outstanding - basic and diluted (in Shares) | 6,329,438 | 5,469,033 |
Other Comprehensive Loss: | ||
Net loss | $ (315,957) | $ (412,194) |
Foreign currency translation adjustment | ||
Total Comprehensive Loss | $ (315,957) | $ (412,194) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income(Loss) | Accumulated Deficit | Subscription Payable | Total |
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 common stock and warrants | $ 47 | 515,061 | 515,108 | |||
Proceeds from common stock and warrants (in Shares) | 46,828 | |||||
Issuance of common stock for notes payable | $ 25 | 287,475 | 287,500 | |||
Issuance of common stock for notes payable (in Shares) | 25,000 | |||||
Reclassification of warrants from liabilitiy to equity | 906,678 | 906,678 | ||||
Net loss | (412,194) | (412,194) | ||||
Balance at Apr. 30, 2020 | $ 5,513 | 10,781,787 | (304) | (9,314,471) | 1,472,525 | |
Balance (in Shares) at Apr. 30, 2020 | 5,512,928 | |||||
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 | |||||
Common stock issued for proceeds and in payment for license | $ 81 | 699,919 | (60,000) | 640,000 | ||
Common stock issued for proceeds and in payment for license (in Shares) | 81,396 | |||||
Common stock issued for services | $ 18 | 409,982 | (10,000) | 400,000 | ||
Common stock issued for services (in Shares) | 18,102 | |||||
Net loss | (315,957) | (315,957) | ||||
Balance at Apr. 30, 2021 | $ 6,356 | $ 19,980,999 | $ (304) | $ (12,151,062) | $ 0 | $ 7,835,989 |
Balance (in Shares) at Apr. 30, 2021 | 6,356,270 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (315,957) | $ (412,194) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Expenses paid on behalf of the Company by related party | 3,628 | |
Depreciation and amortization | 76,262 | 18,046 |
Early prepayment fee on convertible debentures | 69,131 | |
(Gain) loss on extinguishment of debt | (39,875) | 12,500 |
Gain on change in fair value of derivative | (22,096) | |
Amortization of debt discount | 36,554 | 202,500 |
Amortization of right of use asset | 4,805 | |
Stock-based compensation | 127,500 | |
Changes in operating assets and liabilities: | ||
Account receivable | (41,463) | (26,811) |
Prepaid expenses | (10,042) | 13,750 |
Inventories | (37,418) | |
Customer deposits | (16,952) | |
Operating lease liability | (4,968) | |
Accounts payable and accrued expenses | (58,024) | (59,805) |
Net Cash Used In Operating Activities | (279,415) | (201,514) |
Cash flows from investing activities: | ||
Purchase of equipment | (38,779) | |
Net Cash Used in Investing Activities | (38,779) | |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 583,000 | 515,108 |
Proceeds from notes payable | 60,000 | |
Payment of convertible debt | (339,131) | |
Payment of finance leases | (6,045) | |
Payment of related party payables | (24,000) | |
Net Cash Provided by Financing Activities | 576,955 | 211,977 |
Effect of exchange rate on cash | ||
Net change in cash | 258,761 | 10,463 |
Cash and cash equivalents - Beginning of period | 151,993 | 10,181 |
Cash and cash equivalents - End of period | 410,754 | 20,644 |
Cash paid for: | ||
Interest | 2,715 | 6,525 |
Income taxes | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Derivative liability warrant reclassed to equity | 906,678 | |
Common stock issued for prepaid consulting | 400,000 | |
Common stock issued for settlement of debt | $ 287,500 | |
Non-cash payment for license agreement | 57,000 | |
Common stock issued for subscription payable | $ 70,000 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Organization Nutriband Inc. (the “Company”) is a Nevada corporation, incorporated on January 4, 2016. In January 2016, the Company acquired Nutriband Ltd, an Irish company which was formed by the Company’s chief executive officer in 2012 to enter the health and wellness market by marketing transdermal patches. References to the Company relate to the Company and its subsidiaries unless the context indicates otherwise. On August 1, 2018, the Company acquired 4P Therapeutics LLC (“4P Therapeutics”) for $2,250,000, consisting of 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 used as 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Statements The consolidated balance sheet as of April 30, 2021, and the consolidated statements of operations, stockholders’ equity, and cash flows for the periods presented have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' equity and cash flows for all periods presented have been made. The results for the three months ended April 30, 2021, are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in Nutriband’s Annual Report on Form 10-K for the year ended January 31, 2021. Certain information and footnote disclosures required under generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted from these consolidated financial statements pursuant to the rules and regulations, including the interim reporting requirements of the U.S. Securities and Exchange Commission (“SEC”). The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosures of contingent amounts in our consolidated financial statements and accompanying footnotes. Actual results could differ from estimates. The Company’s significant accounting policies are summarized in Note 1 in the Company’s Annual Report on Form 10-K for the year ended January 31, 2021. There were no significant changes to these accounting policies during the three months April 30, 2021. Going Concern As of April 30, 2021, the Company believes the substantial doubt about its status as a going concern has been resolved. The going concern conditions that caused substantial doubt consisted of current quarter 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 additional funding expected to be received, and the net revenue and positive cash flow from its recent acquisitions. 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 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 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 other various 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. The Company’s significant policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended January 31, 2021. There were no significant changes to the accounting policies during the three months ended April 30, 2021, and the Company does not expect that the adoption of other accounting pronouncements will have a material impact on its financial statements. 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: Three Months Ended April 30, 2021 2020 Revenue by type Sale of goods $ 327,512 $ 61,320 Services 105,976 58,044 Total $ 433,488 $ 119,364 Years Ended January 31, 2021 2020 Revenue by geographic location: United States $ 346,888 $ 58,044 Foreign 86,600 61,320 $ 433,488 $ 119,364 Account receivable Trade accounts receivables 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-applicable accounts. For the three months ended April 30, 2021 and 2020, the Company recorded no bad debt expense for doubtful accounts related to account receivable. Inventories Inventories are valued at the lower of cost and reasonable value determined using the first-in, first-out (FIFO) method. Net reasonable 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 process 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 20 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 acquisitions have 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 April 30, 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 the fair market value of the long-lived asset and the related book value. Earnings per Share Basic earnings per share of common stock is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of shares of common stock and potential shares of common stock outstanding during the period. Potential shares of common stock consist of shares issuable upon the exercise of outstanding options and common stock purchase warrants. As of April 30, 2021, and 2020, there were 141,830 and 161,828 common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive. Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services, and, since February 1, 2019, non-employees, are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of February 1, 2019, pursuant to ASC 2018-07, ASC 718 was applied to stock-based compensation for both employees and non-employees. 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 used 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 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. 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 April 30, 2021, and January 31, 2021, the Company had no derivative liabilities. Recent Accounting Standards The Company has implemented all new pronouncements, including the adoption of ASU 2018-13, that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations. |
Acquisition of Business
Acquisition of Business | 3 Months Ended |
Apr. 30, 2021 | |
Business Combinations [Abstract] | |
ACQUISITION OF BUSINESS | 3. 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 Account 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 Accounts 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. Three Months Ended April 30, 2020 As Reported Proforma Net revenue $ 119,364 $ 303,189 Net loss (412,194 ) (444,650 ) Loss per common share - basic and diluted (0.08 ) (0.08 ) |
Property and Equipment
Property and Equipment | 3 Months Ended |
Apr. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT April 30, January 31, 2021 2021 Lab equipment $ 144,585 $ 144,585 Machinery and equipment 1,086,915 1,056,935 Furniture and fixtures 28,442 19,643 1,259,942 1,221,163 Less: Accumulated depreciation (188,345 ) (144,537 ) Net Property and Equipment $ 1,071,597 $ 1,076,626 Depreciation expense amounted to $43,808 and 8,779 for the three months ended April 30, 2021 and 2020, respectively |
Notes Payable_Convertible Debt
Notes Payable/Convertible Debt | 3 Months Ended |
Apr. 30, 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 forgiven as of April 30, 2021. The Company recorded a gain on the extinguishment of debt of $34,870 during the three months ended April 30, 2021. In July 2020, a 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 April 30, 2021, and 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 3 was $139,184. The loan requires monthly payments of principal and interest of $1,697. During the three months ended April 30, 2021, principal and interest payments of $5,006 were forgiven under the Cares Act. The amount has been recorded as a gain on the forgiveness of debt. As of April 30, 2021, the amount due was $125,673, of which $14,060 is current. Finance Leases Pocono has two finance leases secured by equipment. The leases mature in 2025 and 2026. The incremental borrowing rate is 5.0%. As of April 30, 2021, the minimum lease payments are as follow: Years Ending January 31, 2022 $ 18,694 January 31, 2023 26,295 January 31, 2024 27,948 January 31, 2025 26,361 January 31, 2026 16,202 Total $ 115,499 Related Party Payable 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. During the three months ended April 30, 2021, the Company recorded amortization of debt discount of $36,554. As of April 30, 2021, the amount due was $1,439,077. 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 expense of $767,650 was recorded. The debt discount will be amortized over the life of the note. Amortization of the debt discount for the three months ended April 30, 2020 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, 2020, was reduced to zero. The warrants are no longer a derivative liability based on the notes being paid in full. Interest expense for the three months ended April 30, 2021was $40,869 including the amortization of the debt discount of $36,554 and interest expense of $4,315. Interest expense for the three months ended April 30, 2020 was $205,167 including the amortization of debt discount of $202,500 and interest expense of $2,667. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Apr. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS As of April 30, 2021, and January 31, 2021, intangible assets consisted of intellectual property, customer base and trademarks, net of amortization, as follows: April 30, January 31, 2021 2021 Customer base $ 314,100 $ 314,100 License agreement 50,000 0 Intellectual property 817,400 817,400 Total 1,181,500 1,131,500 Less: Accumulated amortization (157,224 ) (124,770 ) Net Intangible Assets $ 1,024,276 $ 1,006,730 In February 2021, the Company acquired an IP license for $50,000, see Note 10- “Rambam Agreement” for further information regarding the license agreement. The value of the intangible assets, consisting of intellectual property, license agreement and customer base has been recorded at their fair value by the Company and are being amortized over a period of three to ten years. Amortization expense for the three months ended April 30, 2021, and 2020 was $32,454 and $9,267, respectively. Estimated Amortization: Total Year Ended January 31, Remainder of 2022 $ 97,325 2023 129,776 2924 129,776 2026 113,109 2026 and thereafter 554,290 $ 1,024,276 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 7. RELATED PARTY TRANSACTIONS a) The Company had related party notes with its former Chief Financial Officer and Chief Operating Officer. See footnote 5 for further discussion. b) In connection with the acquisition of Pocono, the Company recorded various transactions and operations through Pocono Coated Products LLC, a related entity. During the three months ended April 30, 2021, the Company was advanced $7,862 in finance payments. As of April 30, 2021, the Company owed Pocono $2,634. The Company also issued a note in the amount of $1,500,000 to Pocono Coated Products LLC. See footnote 5 for further discussion. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Apr. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDER’S EQUITY | 8. STOCKHOLDERS’ 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 Three Months Ended April 30, 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. Activity during the Three Months Ended April 30, 2020 (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 Payable in the Company’s consolidated balance sheet as of January 31, 2021. In February 2021, BPM advanced a payment for the Company to Rambam in the amount of $57,000 for the license fee. The balance of the funds of $583,000 was received in February 2021. See footnote 10 for further discussion. (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. As of April 30, 2021, $10,000 is included in prepaid expenses. On February 15, 2021, the Company issued 12,500 shares of common stock, valued at $350,000, for consulting fees in connection with the Rambam License Agreement. |
Warrants
Warrants | 3 Months Ended |
Apr. 30, 2021 | |
Warrants [Abstract] | |
WARRANTS | 9. WARRANTS 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, 2021 141,828 $ 11.99 2.16 years $ 285,000 Granted - - - - Expired/Cancelled - - - - Exercised - - - - Outstanding-period ending April 30, 2021 141,828 $ 11.99 1.67 years $ 852,320 Exercisable - period ending April 30, 2021 141,828 $ 11.99 1.67 years $ 852,320 The following table summarizes additional information relating to the warrants outstanding as of April 30, 2021: Range of Exercise Number Remaining Contractual Exercise Price for Number Exercise Price for Intrinsic Prices Outstanding Life(Years) Shares Outstanding Exercisable Shares Exercisable Value $ 11.00 95,000 1.50 $ 11.00 95,000 $ 11.00 $ 665,000 $ 14.00 46,828 1.50 $ 14.00 46,828 $ 14.00 $ 187,320 |
Commitments and Contigencies
Commitments and Contigencies | 3 Months Ended |
Apr. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTIGENCIES | 10. 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 annum. 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 by a third party at the direction of the Company 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 | 3 Months Ended |
Apr. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS There were no reportable subsequent events as of the date of this filing. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The consolidated balance sheet as of April 30, 2021, and the consolidated statements of operations, stockholders’ equity, and cash flows for the periods presented have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' equity and cash flows for all periods presented have been made. The results for the three months ended April 30, 2021, are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in Nutriband’s Annual Report on Form 10-K for the year ended January 31, 2021. Certain information and footnote disclosures required under generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted from these consolidated financial statements pursuant to the rules and regulations, including the interim reporting requirements of the U.S. Securities and Exchange Commission (“SEC”). The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosures of contingent amounts in our consolidated financial statements and accompanying footnotes. Actual results could differ from estimates. The Company’s significant accounting policies are summarized in Note 1 in the Company’s Annual Report on Form 10-K for the year ended January 31, 2021. There were no significant changes to these accounting policies during the three months April 30, 2021. |
Going Concern | Going Concern As of April 30, 2021, the Company believes the substantial doubt about its status as a going concern has been resolved. The going concern conditions that caused substantial doubt consisted of current quarter 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 additional funding expected to be received, and the net revenue and positive cash flow from its recent acquisitions. 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 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 other various 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. The Company’s significant policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended January 31, 2021. There were no significant changes to the accounting policies during the three months ended April 30, 2021, and the Company does not expect that the adoption of other accounting pronouncements will have a material impact on its financial statements. |
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 | 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: Three Months Ended April 30, 2021 2020 Revenue by type Sale of goods $ 327,512 $ 61,320 Services 105,976 58,044 Total $ 433,488 $ 119,364 Years Ended January 31, 2021 2020 Revenue by geographic location: United States $ 346,888 $ 58,044 Foreign 86,600 61,320 $ 433,488 $ 119,364 |
Account receivable | Account receivable Trade accounts receivables 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-applicable accounts. For the three months ended April 30, 2021 and 2020, the Company recorded no bad debt expense for doubtful accounts related to account receivable. |
Inventories | Inventories Inventories are valued at the lower of cost and reasonable value determined using the first-in, first-out (FIFO) method. Net reasonable 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 process 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 20 years as follows: Lab Equipment 5-10 years Furniture and fixtures 3 years Machinery and equipment 10-20 years |
Intangible Assets | 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 acquisitions have also been assigned to intellectual property and other intangibles. Under the guidance, other intangible assets with definite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are tested annually for impairment. Trademarks, intellectual property and customer base are being amortized over their estimated useful lives of ten years. |
Goodwill | Goodwill Goodwill represents the difference between the total purchase price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition. Goodwill is reviewed for impairment annually 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 April 30, 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 the fair market value of the long-lived asset and the related book value. |
Earnings per Share | Earnings per Share Basic earnings per share of common stock is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of shares of common stock and potential shares of common stock outstanding during the period. Potential shares of common stock consist of shares issuable upon the exercise of outstanding options and common stock purchase warrants. As of April 30, 2021, and 2020, there were 141,830 and 161,828 common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive. |
Stock-Based Compensation | Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services, and, since February 1, 2019, non-employees, are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of February 1, 2019, pursuant to ASC 2018-07, ASC 718 was applied to stock-based compensation for both employees and non-employees. |
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 used 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 | Derivative Liabilities 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. 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 April 30, 2021, and January 31, 2021, the Company had no derivative liabilities. |
Recent Accounting Standards | Recent Accounting Standards The Company has implemented all new pronouncements, including the adoption of ASU 2018-13, that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of disaggregation of revenues | Three Months Ended April 30, 2021 2020 Revenue by type Sale of goods $ 327,512 $ 61,320 Services 105,976 58,044 Total $ 433,488 $ 119,364 |
Schedule of Revenue by geographical location | Years Ended January 31, 2021 2020 Revenue by geographic location: United States $ 346,888 $ 58,044 Foreign 86,600 61,320 $ 433,488 $ 119,364 |
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) | 3 Months Ended |
Apr. 30, 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 Account 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 Accounts 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 | Three Months Ended April 30, 2020 As Reported Proforma Net revenue $ 119,364 $ 303,189 Net loss (412,194 ) (444,650 ) Loss per common share - basic and diluted (0.08 ) (0.08 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | April 30, January 31, 2021 2021 Lab equipment $ 144,585 $ 144,585 Machinery and equipment 1,086,915 1,056,935 Furniture and fixtures 28,442 19,643 1,259,942 1,221,163 Less: Accumulated depreciation (188,345 ) (144,537 ) Net Property and Equipment $ 1,071,597 $ 1,076,626 |
Notes Payable_Convertible Debt
Notes Payable/Convertible Debt (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Minimum lease payments | Years Ending January 31, 2022 $ 18,694 January 31, 2023 26,295 January 31, 2024 27,948 January 31, 2025 26,361 January 31, 2026 16,202 Total $ 115,499 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization | April 30, January 31, 2021 2021 Customer base $ 314,100 $ 314,100 License agreement 50,000 0 Intellectual property 817,400 817,400 Total 1,181,500 1,131,500 Less: Accumulated amortization (157,224 ) (124,770 ) Net Intangible Assets $ 1,024,276 $ 1,006,730 |
Schedule of estimated amortization | Estimated Amortization: Total Year Ended January 31, Remainder of 2022 $ 97,325 2023 129,776 2924 129,776 2026 113,109 2026 and thereafter 554,290 $ 1,024,276 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Warrants (Tables) [Line Items] | |
Schedule of additional information relating to warrants outstanding | Range of Exercise Number Remaining Contractual Exercise Price for Number Exercise Price for Intrinsic Prices Outstanding Life(Years) Shares Outstanding Exercisable Shares Exercisable Value $ 11.00 95,000 1.50 $ 11.00 95,000 $ 11.00 $ 665,000 $ 14.00 46,828 1.50 $ 14.00 46,828 $ 14.00 $ 187,320 |
Warrants [Member] | |
Warrants (Tables) [Line Items] | |
Schedule of warrants outstanding | Exercise Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2021 141,828 $ 11.99 2.16 years $ 285,000 Granted - - - - Expired/Cancelled - - - - Exercised - - - - Outstanding-period ending April 30, 2021 141,828 $ 11.99 1.67 years $ 852,320 Exercisable - period ending April 30, 2021 141,828 $ 11.99 1.67 years $ 852,320 |
Organization and Description _2
Organization and Description of Business (Details) | Aug. 01, 2018 | Aug. 31, 2020 |
Accounting Policies [Abstract] | ||
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 $400,000, and a royalty of 6% on all revenue generated by the Company from the abuse deterrent intellectual property that had been developed by 4P Therapeutics payable to the former owner of 4P Therapeutics. The former owner of 4P Therapeutics has been a director of the Company since April 2018, when the Company entered into an agreement to acquire 4P Therapeutics. | |
Acquired percentage | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |||
Apr. 30, 2021 | Apr. 30, 2020 | Jan. 31, 2021 | Aug. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Goodwill | $ 7,529,875 | $ 7,529,875 | $ 5,810,640 | |
Potential shares of common stock | 141,830 | 161,828 | ||
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Property plant and equipment useful life | 3 years | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Property plant and equipment useful life | 20 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of disaggregation of revenues - USD ($) | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Schedule of disaggregation of revenues [Abstract] | ||
Sale of goods | $ 327,512 | $ 61,320 |
Services | 105,976 | 58,044 |
Total | $ 433,488 | $ 119,364 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Revenue by geographical location - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of Revenue by geographical location [Line Items] | ||||
Total | $ 433,488 | $ 119,364 | $ 433,488 | $ 119,364 |
United States [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Revenue by geographical location [Line Items] | ||||
Total | 346,888 | 58,044 | ||
Foreign [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Revenue by geographical location [Line Items] | ||||
Total | $ 86,600 | $ 61,320 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of property plant and equipment | 3 Months Ended |
Apr. 30, 2021 | |
Lab Equipment [Member] | Minimum [Member] | |
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] | |
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] | |
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] | |
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] | |
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 | |
Oct. 31, 2020 | Aug. 31, 2020 | |
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 |
Acquisition of Business (Deta_2
Acquisition of Business (Details) - Schedule of net assets acquired | 3 Months Ended |
Apr. 30, 2021USD ($) | |
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 |
Account 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 |
Accounts 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 | 3 Months Ended |
Apr. 30, 2021USD ($)$ / shares | |
Schedule of unaudited pro forma condensed financial information [Abstract] | |
Net revenue, Reported | $ 119,364 |
Net revenue, Proforma | 303,189 |
Net loss, Reported | (412,194) |
Net loss, Proforma | $ (444,650) |
Loss per common share - basic and diluted, Reported (in Dollars per share) | $ / shares | $ (0.08) |
Loss per common share - basic and diluted, Proforma (in Dollars per share) | $ / shares | $ (0.08) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 43,808 | $ 8,779 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Apr. 30, 2021 | Jan. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,259,942 | $ 1,221,163 |
Less: Accumulated depreciation | (188,345) | (144,537) |
Net Property and Equipment | 1,071,597 | 1,076,626 |
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 | 1,086,915 | 1,056,935 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 28,442 | $ 19,643 |
Notes Payable_Convertible Deb_2
Notes Payable/Convertible Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Aug. 31, 2020 | Jul. 31, 2020 | Mar. 25, 2020 | Mar. 21, 2020 | Oct. 30, 2019 | Apr. 30, 2021 | Apr. 30, 2020 | 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 forgiven as of April 30, 2021. The Company recorded a gain on the extinguishment of debt of $34,870 during the three months ended April 30, 2021. | |||||||
Additional loan | $ 100,000 | |||||||
Line of credit, term | 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. | |||||||
Line of credit amount | $ 160,000 | |||||||
Interest rate, percentage | 5.00% | |||||||
Assumed amount | $ 139,184 | |||||||
Payments of principal interest | 1,697 | |||||||
Principal and interest payments | 5,006 | |||||||
Balance due | 125,673 | |||||||
Convertible notes payable current | $ 14,060 | |||||||
Lease of description | The leases mature in 2025 and 2026. | |||||||
Borrowing rate, percentage | 5.00% | |||||||
Amortization of debt discount | $ 36,554 | $ 202,500 | ||||||
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 | |||||||
Initial derivative expense | 767,650 | |||||||
Principal amount | $ 270,000 | |||||||
Prepayment fee | 69,131 | |||||||
Accrued interest | $ 345,565 | |||||||
Derivative liability | $ 928,774 | |||||||
Interest expense, debt | 40,869 | 205,167 | ||||||
interest expense | 4,315 | 2,667 | ||||||
Debt discount | $ 202,500 | |||||||
Related Party Payable [Member] | ||||||||
Notes Payable/Convertible Debt (Details) [Line Items] | ||||||||
Balance due | 1,439,077 | |||||||
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. | |||||||
Amortization of debt discount | $ 36,554 |
Notes Payable_Convertible Deb_3
Notes Payable/Convertible Debt (Details) - Schedule of minimum lease payments | Apr. 30, 2021USD ($) |
Schedule of minimum lease payments [Abstract] | |
Years Ending January 31, 2022 | $ 18,694 |
January 31, 2023 | 26,295 |
January 31, 2024 | 27,948 |
January 31, 2025 | 26,361 |
January 31, 2026 | 16,202 |
Total | $ 115,499 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Intangible Assets (Details) [Line Items] | ||
License fee | $ 50,000 | |
Amortization expense | $ 32,454 | $ 9,267 |
Minimum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Amortized over period | 3 years | |
Maximum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Amortized over period | 10 years |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization - USD ($) | Apr. 30, 2021 | Jan. 31, 2021 |
Intangible Assets (Details) - Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization [Line Items] | ||
Total | $ 1,181,500 | $ 1,131,500 |
Less: Accumulated amortization | (157,224) | (124,770) |
Net Intangible Assets | 1,024,276 | 1,006,730 |
Customer base [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization [Line Items] | ||
Total | 314,100 | 314,100 |
License agreement [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization [Line Items] | ||
Total | 50,000 | 0 |
Intellectual property [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization [Line Items] | ||
Total | $ 817,400 | $ 817,400 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of estimated amortization | Jan. 31, 2021USD ($) |
Schedule of estimated amortization [Abstract] | |
Remainder of 2022 | $ 97,325 |
2023 | 129,776 |
2024 | 129,776 |
2026 | 113,109 |
2026 and thereafter | 554,290 |
Total | $ 1,024,276 |
Related Party Transactions (Det
Related Party Transactions (Details) - Pocono Coated Products LLC [Member] | 3 Months Ended |
Apr. 30, 2021USD ($) | |
Related Party Transactions (Details) [Line Items] | |
Purchase of materials | $ 7,862 |
Related party transaction, description | As of April 30, 2021, the Company owed Pocono $2,634. The Company also issued a note in the amount of $1,500,000 to Pocono Coated Products LLC. See footnote 5 for further discussion. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Mar. 31, 2020 | Mar. 22, 2020 | Jun. 20, 2019 | Feb. 25, 2021 | Feb. 15, 2021 | Jun. 25, 2019 | May 24, 2019 | Apr. 30, 2021 | Apr. 30, 2020 | Jan. 31, 2021 | Jan. 27, 2020 | Jan. 15, 2016 |
Stockholders' 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. | 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. | ||||||||||
Issuance of shares | 46,828 | |||||||||||
Warrant to purchase of common stock per unit (in Dollars per share) | $ 11 | |||||||||||
Exercise price of warrants (in Dollars per share) | $ 14 | |||||||||||
Warrant to purchase of common stock | 46,828 | |||||||||||
Received proceeds (in Dollars) | $ 515,108 | $ 583,000 | $ 515,108 | |||||||||
License fee (in Dollars) | $ 57,000 | |||||||||||
Funds received (in Dollars) | 583,000 | |||||||||||
Common stock issued, value (in Dollars) | $ 287,500 | |||||||||||
Subscription payable, value (in Dollars) | $ 10,000 | |||||||||||
Prepaid expenses (in Dollars) | $ 10,000 | |||||||||||
Extinguish accounts payable (in Dollars) | $ 350,000 | |||||||||||
BPM [Member] | ||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||
Received proceeds (in Dollars) | $ 700,000 | |||||||||||
Common stock issued, shares | 81,396 | |||||||||||
Payment received (in Dollars) | $ 60,000 | |||||||||||
Consulting Services [Member] | ||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||
Common stock issued, shares | 5,602 | |||||||||||
Common stock issued, value (in Dollars) | $ 60,000 | |||||||||||
Private Placement [Member] | ||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||
Issuance of shares | 46,828 | |||||||||||
Common Stock [Member] | ||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||
Common stock issued, shares | 12,500 | 25,000 | ||||||||||
Common stock issued, value (in Dollars) | $ 25 | |||||||||||
Common Stock [Member] | Minimum [Member] | ||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||
Increase decreased in authorized common stock | 25,000,000 | |||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||
Increase decreased in authorized common stock | 250,000,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||
Preferred stock, shares designated | 2,500,000 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of warrants outstanding - Warrants [Member] | 3 Months Ended |
Apr. 30, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Shares, Outstanding, Beginning Balance (in Shares) | shares | 141,828 |
Exercise Price, Outstanding, Beginning Balance (in Dollars per share) | $ / shares | $ 11.99 |
Remaining Life, Outstanding, Beginning Balance | 2 years 58 days |
Intrinsic Value, Outstanding, Beginning Balance | $ 285,000 |
Intrinsic Value, Granted | |
Intrinsic Value, Expired/Cancelled | |
Shares, Exercised (in Shares) | shares | |
Exercise Price, Exercised (in Dollars per share) | $ / shares | |
Intrinsic Value, Exercised | |
Shares, Outstanding, Ending Balance (in Shares) | shares | 141,828 |
Exercise Price, Outstanding, Ending Balance (in Dollars per share) | $ / shares | $ 11.99 |
Remaining Life, Outstanding, Ending Balance | 1 year 244 days |
Intrinsic Value, Outstanding, Ending Balance | $ 852,320 |
Shares, Exercisable (in Shares) | shares | 141,828 |
Exercise Price, Exercisable (in Dollars per share) | $ / shares | $ 11.99 |
Remaining Life, Exercisable | 1 year 244 days |
Intrinsic Value, Exercisable | $ 852,320 |
Warrants (Details) - Schedule_2
Warrants (Details) - Schedule of additional information relating to warrants outstanding | 3 Months Ended |
Apr. 30, 2021USD ($)$ / sharesshares | |
Warrants (Details) - Schedule of additional information relating to warrants outstanding [Line Items] | |
Range of Exercise Prices | 14 |
Number Outstanding | 46,828 |
Remaining Contractual Life(Years) | 1 year 6 months |
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 |
Intrinsic Value (in Dollars) | $ | $ 187,320 |
Warrants [Member] | |
Warrants (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 6 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 |
Intrinsic Value (in Dollars) | $ | $ 665,000 |
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 | Apr. 30, 2021 | 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 | |||||||
Compensation annual rate | $ 170,000 | |||||||
Public or private financing | 2,500,000 | |||||||
Initial license fee payment | $ 50,000 | $ 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. | |||||||
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 |