Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | Agriforce Growing Systems Ltd. |
Entity Central Index Key | 0001826397 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current | |||
Cash | $ 453,520 | $ 2,158,891 | $ 79,015 |
Accounts receivable | 6,755 | 47,697 | 36,874 |
Prepaid expenses and other current assets | 157,105 | 97,817 | 80,309 |
Total current assets | 617,380 | 2,304,405 | 196,198 |
Property and equipment, net | 28,740 | 35,611 | 27,909 |
Deferred IPO costs | 125,769 | ||
Construction in progress | 1,976,846 | 2,030,270 | |
Total assets | 2,748,735 | 4,370,286 | 224,107 |
Current | |||
Accounts payable and accrued liabilities | 1,542,282 | 1,375,584 | 264,191 |
Total current liabilities | 1,542,282 | 1,375,584 | 264,191 |
Non-current | |||
Long term loan | 29,987 | ||
Total liabilities | 1,572,269 | 1,375,584 | 264,191 |
Commitments and contingencies (Note 13) | |||
Shareholders' equity | |||
Preferred Shares, value | 6,717,873 | 6,717,873 | |
Common stock, value | 4,509,558 | 3,725,454 | 2,373,624 |
Additional paid-in-capital | 1,190,238 | 726,356 | 208,321 |
Obligation to issue shares | 106,521 | 12,463 | 126,606 |
Subscriptions receivable | (14,743) | ||
Accumulated Deficit | (11,398,652) | (8,352,354) | (2,744,792) |
Accumulated Other Comprehensive Income | 50,928 | 164,910 | 10,900 |
Total shareholders' equity | 1,176,466 | 2,994,702 | (40,084) |
Total liabilities and shareholders' equity | $ 2,748,735 | $ 4,370,286 | $ 224,107 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Financial Position [Abstract] | |||
Preferred stock, no par value | |||
Preferred stock, shares authorized | Unlimited | Unlimited | Unlimited |
Preferred stock, shares issued | 2,258,826 | 2,258,826 | 2,258,826 |
Preferred stock, shares outstanding | 2,258,826 | 2,258,826 | 2,258,826 |
Common stock, no par value | |||
Common stock, shares authorized | Unlimited | Unlimited | Unlimited |
Common stock, shares issued | 7,936,767 | 7,705,208 | 12,339,262 |
Common stock, shares outstanding | 7,936,767 | 7,705,208 | 12,339,262 |
Reverse stock split, description | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Comprehensive Loss - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||
OPERATING EXPENSES | |||||
Consulting | $ 362,760 | $ 534,507 | $ 660,914 | $ 595,062 | |
Depreciation | 6,697 | 5,840 | 8,114 | 3,295 | |
Foreign exchange | 2,011 | (5,096) | 3,600 | 23,148 | |
Office and administrative | 147,295 | 172,262 | 201,327 | 87,282 | |
Investor relations | 152,488 | 410,933 | 617,053 | 47,317 | |
Professional fees | 353,586 | 397,758 | 605,099 | 275,044 | |
Rent | 20,703 | 111,281 | 181,666 | 113,598 | |
Research and development | 114,352 | 970,281 | 1,111,562 | 881,435 | |
Share-based compensation | 463,882 | 337,267 | 401,869 | 208,321 | |
Shareholder and regulatory | 377,256 | 165,831 | 95,037 | 173,824 | |
Travel and entertainment | 5,723 | 145,164 | 189,937 | 83,898 | |
Wages and salaries | 580,309 | 596,356 | 1,042,968 | 252,568 | |
Net Loss | (2,587,062) | (3,842,384) | (5,119,146) | (2,744,792) | |
Dividend paid to preferred stock holders | 459,236 | 488,416 | |||
Net loss attributable to common shareholders | (3,046,298) | (3,842,384) | (5,607,562) | (2,744,792) | |
Other Comprehensive income (loss) | |||||
Foreign currency translation | (113,982) | 76,222 | 154,010 | 10,900 | |
Comprehensive loss attributable to common shareholders | $ (3,160,280) | $ (3,766,162) | $ (5,453,552) | $ (2,733,892) | |
Basic and diluted net loss attributed to common share | [1] | $ (0.39) | $ (0.45) | $ (0.67) | $ (0.32) |
Weighted average number of common shares outstanding - basic and diluted | [1] | 7,821,064 | 8,560,462 | 8,331,330 | 8,536,151 |
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Comprehensive Loss (Parenthetical) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
Reverse stock split, description | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity - USD ($) | Common Shares [Member] | Series A Preferred Shares [Member] | Additional Paid-in Capital [Member] | Subscriptions Receivable [Member] | Obligation to Issue Shares [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total | |||
Balance at Dec. 31, 2017 | [1] | [1] | |||||||||
Balance, shares at Dec. 31, 2017 | [1] | 1 | |||||||||
Shares issued for cash | $ 1,688,225 | [1] | [1] | (14,743) | 1,673,482 | ||||||
Shares issued for cash, shares | [1] | 5,960,314 | |||||||||
Shares issued for IP technology | $ 479,884 | [1] | [1] | 479,884 | |||||||
Shares issued for IP technology, shares | [1] | 5,368,421 | |||||||||
Shares Issued for Conversion of Convertible Debenture | |||||||||||
Shares issued for consulting services | $ 205,515 | [1] | [1] | 126,606 | 332,121 | ||||||
Shares issued for consulting services, shares | [1] | 1,010,526 | |||||||||
Share based compensation | [1] | [1] | 208,321 | 208,321 | |||||||
Net loss | [1] | [1] | (2,744,792) | (2,744,792) | |||||||
Foreign currency translation | [1] | [1] | 10,900 | 10,900 | |||||||
Balance at Dec. 31, 2018 | $ 2,373,624 | [1] | [1] | 208,321 | (14,743) | 126,606 | (2,744,792) | 10,900 | (40,084) | ||
Balance, shares at Dec. 31, 2018 | [1] | 12,339,262 | |||||||||
Shares issued for cash | $ 325,689 | [1] | $ 7,493,249 | [1] | 106,395 | 14,743 | 7,940,076 | ||||
Shares issued for cash, shares | [1] | 247,368 | 2,151,263 | ||||||||
Shares cancelled for IP technology | [1] | ||||||||||
Shares cancelled for IP technology, shares | (5,368,421) | [1] | [1] | ||||||||
Shares Issued for Conversion of Convertible Debenture | $ 377,921 | [1] | [1] | $ 377,921 | |||||||
Shares Issued for Conversion of Convertible Debenture, shares | [1] | 106,717 | |||||||||
Shares issued for consulting services | $ 164,929 | [1] | [1] | (114,734) | 50,195 | ||||||
Shares issued for consulting services, shares | [1] | 236,051 | |||||||||
Share issue costs | $ (15,161) | [1] | $ (756,232) | [1] | (10,738) | (782,131) | |||||
Share issue costs, shares | [1] | 112,826 | |||||||||
Fair Value of Warrants | $ (21,057) | [1] | [1] | 21,057 | |||||||
Fair Value of Warrants, shares | [1] | ||||||||||
Share based compensation | [1] | [1] | 337,267 | 337,267 | |||||||
Net loss | [1] | [1] | (3,842,384) | (3,842,384) | |||||||
Foreign currency translation | [1] | [1] | 76,222 | 76,222 | |||||||
Balance at Sep. 30, 2019 | $ 3,205,945 | [1] | $ 6,737,017 | [1] | 662,302 | 11,872 | (6,587,176) | 87,122 | 4,117,082 | ||
Balance, shares at Sep. 30, 2019 | [1] | 7,560,977 | 2,264,089 | ||||||||
Balance at Dec. 31, 2018 | $ 2,373,624 | [1] | [1] | 208,321 | (14,743) | 126,606 | (2,744,792) | 10,900 | (40,084) | ||
Balance, shares at Dec. 31, 2018 | [1] | 12,339,262 | |||||||||
Shares issued for cash | $ 325,689 | [1] | $ 7,493,249 | [1] | 105,847 | 14,743 | 7,939,528 | ||||
Shares issued for cash, shares | [1] | 247,368 | 2,151,263 | ||||||||
Shares cancelled for IP technology | [1] | [1] | |||||||||
Shares cancelled for IP technology, shares | [1] | (5,368,421) | |||||||||
Shares Issued for Conversion of Convertible Debenture | $ 377,921 | [1] | [1] | 377,921 | |||||||
Shares Issued for Conversion of Convertible Debenture, shares | [1] | 106,717 | |||||||||
Shares issued for consulting services | $ 196,022 | [1] | [1] | (114,143) | 81,879 | ||||||
Shares issued for consulting services, shares | [1] | 244,753 | |||||||||
Share issue costs | $ (15,161) | [1] | $ (756,232) | [1] | (10,738) | (782,131) | |||||
Share issue costs, shares | [1] | 112,826 | |||||||||
Fair Value of Warrants | $ (21,057) | [1] | [1] | 21,057 | |||||||
Fair Value of Warrants, shares | [1] | ||||||||||
Share based compensation | [1] | [1] | 401,869 | 401,869 | |||||||
Shares repurchased and cancelled | [1] | $ (19,144) | [1] | (19,144) | |||||||
Shares repurchased and cancelled, shares | [1] | (5,263) | |||||||||
Shares issued for dividend on Preferred Shares | $ 488,416 | [1] | [1] | (488,416) | |||||||
Shares issued for dividend on Preferred Shares, shares | [1] | 135,530 | |||||||||
Net loss | [1] | [1] | (5,119,146) | (5,119,146) | |||||||
Foreign currency translation | [1] | [1] | 154,010 | 154,010 | |||||||
Balance at Dec. 31, 2019 | $ 3,725,454 | [1] | $ 6,717,873 | [1] | 726,356 | 12,463 | (8,352,354) | 164,910 | 2,994,702 | ||
Balance, shares at Dec. 31, 2019 | [1] | 7,705,208 | 2,258,826 | ||||||||
Shares issued for consulting services | $ 324,868 | [1] | [1] | 94,058 | 418,926 | ||||||
Shares issued for consulting services, shares | [1] | 96,029 | |||||||||
Share based compensation | [1] | [1] | 463,882 | 463,882 | |||||||
Shares issued for dividend on Preferred Shares | $ 459,236 | [1] | [1] | (459,236) | |||||||
Shares issued for dividend on Preferred Shares, shares | [1] | 135,530 | |||||||||
Net loss | [1] | [1] | (2,587,062) | (2,587,062) | |||||||
Foreign currency translation | [1] | [1] | (113,982) | (113,982) | |||||||
Balance at Sep. 30, 2020 | $ 4,509,558 | [1] | $ 6,717,873 | [1] | $ 1,190,238 | $ 106,521 | $ (11,398,652) | $ 50,928 | $ 1,176,466 | ||
Balance, shares at Sep. 30, 2020 | [1] | 7,936,767 | 2,258,826 | ||||||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Parenthetical) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Reverse stock split, description | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Condensed Consolidated Interi_7
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Loss for the period | $ (2,587,062) | $ (3,842,384) | $ (5,119,146) | $ (2,744,792) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation | 6,697 | 5,840 | 8,114 | 3,295 |
Shares issued for IP technology | 479,884 | |||
Share-based compensation | 463,882 | 337,267 | 401,869 | 208,321 |
Shares issued for consulting services | 418,926 | 58,847 | 57,603 | 332,121 |
Accretion of interest on convertible debentures | 5,194 | 5,203 | ||
Changes in operating assets and liabilities: | ||||
Increase in accounts receivable | 40,942 | 7,777 | (10,823) | (36,874) |
Increase in prepaid expenses and deposits | (59,288) | (702,703) | (17,508) | (80,309) |
Increase in accounts payable and accrued liabilities | 82,129 | 232,076 | 367,202 | 264,191 |
Net cash used in operating activities | (1,633,774) | (3,898,086) | (4,307,486) | (1,574,163) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Acquisition of equipment | (851) | (14,253) | (16,149) | (31,039) |
Cash paid for construction in progress | (1,286,079) | |||
Net cash used in investing activities | (851) | (14,253) | (1,302,228) | (31,039) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of shares | 7,940,076 | 7,939,528 | 1,721,339 | |
Share repurchased | (19,144) | |||
Proceeds from long term loan | 29,987 | |||
Payment of IPO costs | (41,200) | |||
Share issuance costs | (782,131) | (782,131) | (47,857) | |
Subscriptions received in advance | ||||
Proceeds from issuance of Convertible Debt | 372,634 | 372,634 | ||
Net cash (used in) provided by financing activities | (11,213) | 7,530,579 | 7,510,887 | 1,673,482 |
Effect of exchange rate changes on cash and cash equivalent | (59,533) | 66,790 | 178,703 | 10,735 |
Change in cash | (1,705,371) | 3,685,030 | 2,079,876 | 79,015 |
Cash, beginning of period | 2,158,891 | 79,015 | 79,015 | |
Cash, end of period | 453,520 | 3,764,045 | 2,158,891 | 79,015 |
Supplemental cash flow information: | ||||
Cash paid during the period for interest | ||||
Cash paid during the period for income taxes | ||||
Supplemental disclosure of non-cash investing and financing transactions | ||||
Fair Value of Warrants | 21,057 | 21,057 | ||
Preferred stock dividend paid in common shares | 459,236 | |||
Shares issued for Consulting Services | 196,022 | 205,515 | ||
Unpaid amount related to construction in progress included in accounts payable | 744,191 | 744,191 | ||
Conversion of Convertible Debt | $ 377,921 | 377,921 | ||
Shares issued for IP technology | $ 479,884 | |||
Unpaid IPO costs | $ 84,569 |
Business Overview
Business Overview | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Business Overview | 1. BUSINESS OVERVIEW Agriforce Growing Systems Ltd. (the “Company”) was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the British Columbia Business Corporations Act on December 22, 2017. The Company’s registered and records office address is at 600-777 Hornby Street, Vancouver, British Columbia, Canada, V6Z 1S4. On February 13, 2018, the Company changed its name from 1146470 B.C. Ltd to Canivate Growing Systems Ltd. On November 22, 2019 the Company changed its name from Canivate Growing Systems Ltd. to AgriForce Growing Systems Ltd. The Company is an innovative agriculture-focused technology company that delivers reliable, financially robust solutions for high value crops through our proprietary facility design and automation Intellectual Property to businesses and enterprises globally. The Company intends to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled environment. The Company calls its facility design and automated growing system the “Agriforce grow house”. The Company has designed its Agriforce grow house to produce in virtually any environmental condition and to optimize crop yields to as near their full genetic potential possible whilst substantially eliminating the need for the use of pesticides and/or irradiation. | 1. BUSINESS OVERVIEW Agriforce Growing Systems Ltd. (the “Company”) was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the British Columbia Business Corporations Act on December 22, 2017. The Company’s registered and records office address is at 600-777 Hornby Street, Vancouver, British Columbia, Canada, V6Z 1S4. On February 13, 2018, the Company changed its name from 1146470 B.C. Ltd to Canivate Growing Systems Ltd. On November 22, 2019 the Company changed its name from Canivate Growing Systems Ltd. to AgriForce Growing Systems Ltd. The Company is an innovative agriculture-focused technology company that delivers reliable, financially robust solutions for high value crops through our proprietary facility design and automation Intellectual Property to businesses and enterprises globally. The Company intends to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled environment. The Company calls its facility design and automated growing system the “Agriforce grow house”. The Company has designed its Agriforce grow house to produce in virtually any environmental condition and to optimize crop yields to as near their full genetic potential possible whilst substantially eliminating the need for the use of pesticides and/or irradiation. |
Basis of Preparation
Basis of Preparation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Preparation | 2. BASIS OF PREPARATION Basis of presentation The accompanying Condensed Consolidated Interim Financial Statements (the “interim financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Unaudited Condensed Consolidated Interim Financial Information The accompanying interim financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the years ended December 31, 2019 and 2018, included elsewhere here in this filing. These unaudited interim financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying interim financial statements as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019, and the related interim information contained within the notes to the interim financial statements, are unaudited. The interim condensed financial statements have been prepared in accordance with U.S. GAAP and on the same basis as the audited financial statements. In the opinion of management, the accompanying interim condensed financial statements contain all adjustments which are necessary to state fairly the Company’s financial position as of September 30, 2020, and the results of its operations and cash flows for the nine months ended September 30, 2020 and 2019. Such adjustments are of a normal and recurring nature. The results for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full fiscal year 2020, or for any future period. Principal of consolidation Our interim financial statements include the accounts of our wholly owned subsidiaries. We consolidate variable interest entities (VIEs) when we have variable interests and are the primary beneficiary. All inter-company balances and transactions have been eliminated on consolidation. These interim financial statements include the accounts of the Company and its wholly owned subsidiaries: Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 Canivate Growing Solutions Ltd. Canada Management Company May 22, 2018 Daybreak Ag Systems Ltd. Canada Intellectual Property Development Dec 4, 2019 AgriFORCE Holdings Inc.* United States Intellectual Property Aug 31, 2018 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Management Co. United States Management Advisory Services Jul 9, 2019 AGI IP Co. United States Intellectual Property Mar 5, 2020 * AgriFORCE Holdings Inc. was dissolved on August 08, 2020 During the year ended December 31, 2019, AgriFORCE Investments Inc., West Pender Holdings, Inc. and AgriFORCE Holdings Inc., wholly owned subsidiaries of the Company, commenced operations and its financial results are consolidated into the results of the Company. All other subsidiaries have been created and did not have any operating activities or financial statements as at September 30, 2020. Functional and Presentation Currency The functional currency for each entity included in these interim financial statements is the currency of the primary economic environment in which the entity operates. These interim financial statements are presented in United States dollars (“U.S. dollars”). Currency conversion to U.S. dollars is performed in accordance with ASC 830, Foreign Currency Matters. Use of Estimates The preparation of our interim financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our interim financial statements and accompanying notes. Actual results could differ from these estimates and those differences could be material. Risks and Uncertainties On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. As of the time of filing, it is not possible to reliably estimate the length and severity of these developments and its impact on the financial results and condition of the Company. Going Concern The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future. As reflected in the interim financial statements for the nine months ended September 30, 2020, the Company had a net loss of approximately $2.6 million, approximately $1.6 million of net cash used in operating activities, and the Company had a negative working capital of approximately $0.9 million. The accompanying interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company is at the stage of development of its first facility. As such it is likely that additional financing will be needed by the Company to fund its operations and to develop and commercialize its technology. These factors raise substantial doubt about the Company’s ability to continue as a going concern. For the next twelve months from issuance of these interim financial statements, the Company will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations; however, there can be no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding shares of common stock. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in the Company’s ability to raise capital, management believes that there is substantial doubt in the Company’s ability to continue as a going concern for twelve months from the issuance of these interim financial statements. Reverse Stock Split On November 29, 2020, the Company effectuated a one-for-4.75 reverse stock split of the Company’s common stock (the “Reverse Split”). As a result of the Reverse Split, every 4.75 shares of the Company’s old common stock were converted into one share of the Company’s new common stock. Fractional shares resulting from the reverse split were rounded to the nearest whole number. The Reverse Split automatically and proportionately adjusted, based on the 1:4.75 split ratio, all issued and outstanding shares of the Company’s common stock, as well as common stock underlying convertible preferred stock, convertible debentures, stock options and warrants outstanding at the time of the effectiveness of the Reverse Split. The exercise price on outstanding equity based-grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was also proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the Reverse Split. References to numbers of shares of common stock and per share data in the accompanying interim financial statements and notes thereto for periods ended prior to November 29, 2020 have been adjusted to reflect the Reverse Split on a retroactive basis. | 2. BASIS OF PREPARATION Basis of presentation The accompanying consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Principal of consolidation Our consolidated financial statements include the accounts of our wholly owned subsidiaries. We consolidate variable interest entities (VIEs) when we have variable interests and are the primary beneficiary. All inter-company balances and transactions have been eliminated on consolidation. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 Canivate Growing Solutions Ltd. Canada Management Company May 22, 2018 Canivate Growing Systems Ltd. Canada Intellectual Property Development Dec 4, 2019 AgriFORCE Holdings Inc. United States Intellectual Property Aug 31, 2018 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Management Co. United States Management Advisory Services Jul 9, 2019 During the year ended December 31, 2019, AgriFORCE Investments Inc., West Pender Holdings, Inc. and AgriFORCE Holdings Inc., wholly owned subsidiaries of the Company, commenced operations and its financial results are consolidated into the results of the Company. All other subsidiaries have been created and did not have any operating activities or Financial Statements as at December 31, 2019. Functional and Presentation Currency The functional currency for each entity included in these consolidated financial statements is the currency of the primary economic environment in which the entity operates. These consolidated financial statements are presented in United States dollars (“U.S. dollars”). Currency conversion to U.S. dollars is performed in accordance with ASC 830, Foreign Currency Matters. Use of Estimates The preparation of our financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ from these estimates and those differences could be material. Going Concern The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future. As reflected in the financial statements for the year ended December 31, 2019, the Company had a net loss of approximately $5.1 million, approximately $4.3 million of net cash used in operating activities, and the Company had working capital of approximately $0.9 million. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company is at the stage of development of its first facility. As such it is likely that additional financing will be needed by the Company to fund its operations and to develop and commercialize its technology. These factors raise substantial doubt about the Company’s ability to continue as a going concern. For the next twelve months from issuance of these financial statements, the Company will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations; however, there can be no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding shares of common stock. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in the Company’s ability to raise capital, management believes that there is substantial doubt in the Company’s ability to continue as a going concern for twelve months from the issuance of these condensed financial statements Reverse Stock Split On November 29, 2020 , the Company effectuated a one-for-4.75 reverse stock split of the Company’s common stock (the “Reverse Split”). As a result of the Reverse Split, every 4.75 shares of the Company’s old common stock were converted into one share of the Company’s new common stock. Fractional shares resulting from the reverse split were rounded to the nearest whole number. The Reverse Split automatically and proportionately adjusted, based on the 1:4.75 split ratio, all issued and outstanding shares of the Company’s common stock, as well as common stock underlying convertible preferred stock, convertible debentures, stock options and warrants outstanding at the time of the effectiveness of the Reverse Split. The exercise price on outstanding equity based-grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was also proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the Reverse Split. References to numbers of shares of common stock and per share data in the accompanying financial statements and notes thereto for periods ended prior to November 29, 2020 have been adjusted to reflect the Reverse Split on a retroactive basis. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | 3. SIGNIFICANT ACCOUNTING POLICIES Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no cash equivalents as of September 30, 2020 and December 31, 2019. Property and equipment Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: Computer equipment 5 years Furniture and fixtures 10 years Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. Revenue Recognition The Company has not recorded any revenues since its inception. However, in the future, the Company expects to generate returns from any or all the revenue sources below from its customers: ● Rental income from facilities. ● Intellectual property income from the license of the facilities ● Management and advisory fees from management service contracts and On January 1, 2018, the Company early adopted ASU No. 2014-09, Revenue from Contracts with Customers Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. Diluted net loss attributable to common shareholders per share does not differ from basic net loss attributable to common shareholders per share for the nine months ended September 30, 2020 and September 30, 2019, since the effect of the Company’s stock options and warrants are anti-dilutive. Research and development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred. Foreign currency transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within operating expenses. Fair value measurement Pursuant to the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (ASC 820), the Company measures certain assets and liabilities at fair value or discloses the fair value of certain assets and liabilities recorded at cost in the condensed consolidated interim financial statements. Fair value is calculated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). ASC 820 establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation. The Company classifies assets and liabilities in their entirety based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows: ● Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets. ● Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances. Transfers between levels of the fair value hierarchy are deemed to have occurred at the end of the reporting period in which the event or change of circumstances caused the transfer to occur. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Income tax Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of September 30, 2020 and December 31, 2019. Share-based compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common stock on the date of grant, among other inputs. The Company recognizes any forfeitures as they occur. Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 removes the disclosure requirement for the amount and reasons for transfers between Level 1 and Level 2 fair value measurements as well as the process for Level 3 fair value measurements. In addition, the ASU adds the disclosure requirements for changes in unrealized gains and losses included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and will be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company has adopted this standard for the financial year beginning January 01, 2020 and there is no impact on the interim financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses.” The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. Based on the composition of the Company’s trade receivables and other financial assets, current market conditions, and historical credit loss activity, the Company is currently in the process of evaluating the impact of this guidance on our financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASU’s (collectively, “Topic 842”), which requires a dual approach for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases may result in the lessee recognizing a right of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize lease expense on a straight-line basis. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. | 3. SIGNIFICANT ACCOUNTING POLICIES Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no cash equivalents as of December 31, 2019 and 2018. Property and equipment Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: Computer equipment 5 years Furniture and fixtures 10 years Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. Revenue Recognition The Company has not recorded any revenues since its inception. However, in the future, the Company expects to generate returns from any or all the revenue sources below from its customers: ● Rental income from facilities. ● Intellectual property income from the license of the facilities ● Management and advisory fees from management service contracts and On January 1, 2018, the Company early adopted ASU No. 2014-09, Revenue from Contracts with Customers Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. Diluted net loss attributable to common shareholders per share does not differ from basic net loss attributable to common shareholders per share for the years ended December 31, 2019 and December 31, 2018, since the effect of the Company’s stock options and warrants are anti-dilutive. Research and development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred. Foreign currency transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within operating expenses. Fair value measurement Pursuant to the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (ASC 820), the Company measures certain assets and liabilities at fair value or discloses the fair value of certain assets and liabilities recorded at cost in the consolidated financial statements. Fair value is calculated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). ASC 820 establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation. The Company classifies assets and liabilities in their entirety based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows: ● Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets. ● Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances. Transfers between levels of the fair value hierarchy are deemed to have occurred at the end of the reporting period in which the event or change of circumstances caused the transfer to occur. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Income tax Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2019 and 2018. Share-based compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common stock on the date of grant, among other inputs. The Company recognizes any forfeitures as they occur. Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 removes the disclosure requirement for the amount and reasons for transfers between Level 1 and Level 2 fair value measurements as well as the process for Level 3 fair value measurements. In addition, the ASU adds the disclosure requirements for changes in unrealized gains and losses included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and will be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses.” The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. Based on the composition of the Company’s trade receivables and other financial assets, current market conditions, and historical credit loss activity, the Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASU’s (collectively, “Topic 842”), which requires a dual approach for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases may result in the lessee recognizing a right of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize lease expense on a straight-line basis. The Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements. In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share Based Payment Accounting (“ASU 2018-07”), this simplify the accounting for share based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The provisions of this standard specify that Topic 718 applies to all share-based payment transactions in which grantor acquires goods or services to be used or consumed in a grantor’s operations by issuing share-based payment awards. The Company adopted the provisions of ASU 2018-07 using a modified retrospective approach on January 1, 2019 which affected the method used to value the stock options granted to consultants and advisors. Prior to adoption of ASU 2018-07, stock options were revalued at each reporting period. Pursuant to the requirements of ASU 2018-07and under provisions of Topic 718, these stock options are now valued at the grant date fair value, consistent with the method the Company uses to value stock options to employees. Adoption of the standard resulted in no cumulative effect adjustment. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2020 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2020 December 31, 2019 Deposits $ 120,000 $ 4,443 Legal retainer 34,105 88,369 Prepaid expenses 3,000 5,005 $ 157,105 $ 97,817 During the nine months ended September 30, 2020, the Company entered into a land purchase agreement in relation to construction of a facility in Coachella, California. The purchase price is $4 million out of which, $120,000 has been paid as a deposit and the balance is subject to financing. |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following: September 30, 2020 December 31, 2019 Computer equipment $ 12,861 $ 13,208 Furniture and fixtures 33,950 33,980 Total property and equipment 46,811 47,188 Less: Accumulated depreciation (18,071 ) (11,577 ) Property and equipment, net $ 28,740 $ 35,611 Depreciation expense on property and equipment was $6,697 and $5,840 for the nine months ended September 30, 2020 and September 30, 2019, respectively. | 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2019 December 31, 2018 Computer equipment $ 13,208 $ 9,347 Furniture and fixtures 33,980 21,692 Total property and equipment 47,188 31,039 Less: Accumulated depreciation (11,577 ) (3,130 ) Property and equipment, net $ 35,611 $ 27,909 Depreciation expense on property and equipment, was $8,114, and $3,295 for the years ending December 31, 2019 and 2018 respectively. |
Construction in Progress
Construction in Progress | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Construction In Progress | ||
Construction in Progress | 6. CONSTRUCTION IN PROGRESS The Company engaged outside contractors to begin construction work on its first facility. As of September 30, 2020, $1,976,846 (December 31, 2019– $2,030,270) represents progress payments related to facility construction. | 5. CONSTRUCTION IN PROGRESS The Company engaged outside contractors to begin construction work on its first facility. As of December 31, 2019, $2,030,270 (December 31, 2018 – nil) represents progress payments related to facility construction. |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses And Deposits | |
Prepaid Expenses and Deposits | 6. PREPAID EXPENSES AND DEPOSITS December 31, 2019 December 31, 2018 Deposits $ 4,443 $ 33,842 Legal retainer $ 88,369 $ 22,751 Prepaid expenses $ 5,005 $ 23,716 $ 97,817 $ 80,309 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Accounts Payable and Accrued Liabilities | 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2020 December 31, 2019 Accounts payable $ 946,153 $ 923,808 Accrued expenses 569,471 417,302 Others 26,658 34,474 $ 1,542,282 $ 1,375,584 Accounts payable as at September 30, 2020 includes $744,191 (December 31, 2019 - $744,191) payable to outside contractor in relation to facility construction. Accrued expenses as at September 30, 2020 include bonus payable of $131,606 (December 31, 2019 - $135,163) and legal fees amounting to $95,669 (December 31, 2019 - $77,764). | 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2019 December 31, 2018 Accounts payable $ 923,808 $ 181,262 Accrued expenses $ 417,302 $ 70,493 Others $ 34,474 $ 12,436 $ 1,375,584 $ 264,191 Accounts payable includes $744,191 (December 31, 2018 - $nil) payable to outside contractor in relation to facility construction. Accrued expenses include bonus payable of $135,163 and legal fees amounting to $77,764. |
Share Capital
Share Capital | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Share Capital | 8. SHARE CAPITAL a) Authorized Share Capital On March 1, 2019, the Company changed its share structure with a Director’s resolution to replace Class – A voting shares with Common voting Shares, and to eliminate Class-B non-voting shares (where nil were issued), and created a new series of Preferred shares with no par value and unlimited number of shares. Holders of Preferred shares shall be entitled to receive distribution ahead of holders of Common shares. In addition, Preferred shareholders are also entitled to a fixed premium (if specifically provided in the special rights and restrictions attached to a specific series of Preferred shares), prior to any distributions to holders of Common shares in the event of dissolution, liquidation or winding-up of the Company. b) Issued Share Capital The Company had the following common share transactions during the nine months ended September 30, 2020: ● On May 2, 2020, the Company declared and issued 86,739 common shares at $3.37 (CAD $4.75) (412,008 common shares at $0.71 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 2, 2019. ● On May 10, 2020, the Company declared and issued 48,791 common shares at $3.42 (CAD $4.75) (231,758 common shares at $0.72 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 10, 2019. ● At various times during the nine months ended September 30, 2020, the Company issued 96,029 shares (September 30, 2019: 236,051) (456,139 shares (September 30, 2019: 1,121,242) before the Reverse Split) of common stock to various consultants for services rendered. c) Cancellation of Issued Shares During the year ended December 31, 2018, the Company entered into a purchase agreement with certain parties representing proprietary technology. As consideration for the purchase of the technology and attendant intellectual property rights, the Company issued an aggregate of 5,263,158 (25,000,000 before the Reverse Split) Class A common voting shares (the “Class A Shares”). An additional 105,263 (500,000 before the Reverse Split) Class A Shares was issued for consulting services to assist with application of the proprietary technology to the Company’s business. Subsequent to the execution of these agreements, the Company was notified as to certain issues relating to the transaction agreements resulting in the technology being deemed invalid and therefore without any value. Accordingly, the shares initially granted to the sellers of the technology were cancelled during the year ended December 31, 2019. The impairment of related intellectual property was recorded in year ended December 31, 2018 and included in Research and Development expense. d) Stock Options The Company has adopted a stock option plan (the “Plan”) for its directors, officers, employees and consultants to acquire common shares of the Company. The terms and conditions of the stock options are determined by the Board of Directors. On May 28, 2019, at the Company’s annual general meeting, shareholders approved an amendment to the Stock Option Plan to increase the number of authorized shares subject to the stock option plan to 15% of the issued and outstanding shares of the Company (including any unconverted Series A Preferred Shares). For the nine months ended September 30, 2020, the Company recorded aggregate share-based compensation expense of $463,882 (September 30, 2019 - $337,267) for all stock options on a straight-line basis over the vesting period. As at September 30, 2020, 1,469,339 (6,979,361 before the Reverse Split) Stock Options were outstanding at a weighted average exercise price of $1.91 (CAD $2.55) ($0.40 (CAD $0.54) before the Reverse Split), of which 1,101,414 (5,231,715 before the Reverse Split) were exercisable. The amounts recognized as share-based payments and stock options are included in share-based compensation on the Statement of Loss and Comprehensive Loss. As of September 30, 2020, there was $366,187 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the stock option plan; that cost is expected to be recognized over a period of 2 years. The following summarizes stock option activity during the nine months ended September 30, 2020: Number of Options* Weighted Average Exercise Price* Weighted Average Remaining Life (years) Balance at December 31, 2019 1,106,711 $ 1.35 4.98 Granted 387,760 $ 3.47 5.71 Forfeited (25,132 ) $ 1.24 - Balance at September 30, 2020 1,469,339 $ 1.91 4.62 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. The Company’s outstanding and exercisable stock options at September 30, 2020 were: Outstanding Options* Exercisable Options* Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Weighted Average Exercise Price Number Weighted Average Exercise Price CAD $ $ $ May 24, 2024 21,053 3.65 1.66 1.25 21,053 1.25 June 1, 2024 168,421 3.67 0.36 0.27 168,421 0.267 June 19, 2024 15,789 3.72 1.66 1.25 15,789 1.25 October 24, 2024 10,526 4.07 1.66 1.25 10,526 1.25 November 5, 2024 18,421 4.10 1.66 1.25 18,421 1.25 December 12, 2024 531,579 4.20 1.66 1.25 531,579 1.25 April 30, 2025 63,158 4.58 2.38 1.78 47,368 1.78 April 30, 2025 168,421 4.58 2.38 1.78 126,316 1.78 June 10, 2025 42,105 4.70 2.38 1.78 36,842 1.78 November 15, 2025 42,105 5.13 4.75 3.56 26,316 3.56 January 31, 2026 38,947 5.34 4.75 3.56 11,579 3.56 June 30, 2026 348,813 5.75 4.75 3.56 87,203 3.56 Total Share Options 1,469,339 4.62 2.55 1.91 1,101,414 1.46 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. Stock-based compensation expense recognized is based on options expected to vest, the fair value of each employee option grant during the nine months period ended September 30, 2020 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: September 30, 2020 Expected volatility 79.60 % Expected term (in years) 3.44 Risk-free interest rate 0.45 % Fair value of options $ 1.90 e) Warrants The Company’s outstanding warrants as of September 30, 2020 were: Number of warrants* Weighted average exercise price* Weighted average exercise price* Expiry Date CAD $ Granted during quarter 3, 2018 63,158 2.38 1.78 August 24, 2021 Granted during quarter 4, 2018 63,158 2.38 1.78 October 15, 2021 Granted during quarter 4, 2018 528,721 2.38 1.78 December 21, 2021 Granted during quarter 4, 2018 33,684 1.66 1.25 December 21, 2021 Granted during quarter 1, 2019 210,526 2.38 1.78 January 16, 2022 Granted during quarter 1, 2019 16,842 1.66 1.25 January 21, 2022 Granted during quarter 2, 2019 1,563,806 9.50 7.12 May 2, 2024 Granted during quarter 2, 2019 986,068 9.50 7.12 May 10, 2024 Cancelled during quarter 2, 2019 (63,158 ) 2.38 1.78 May 10, 2024 Granted during quarter 3, 2019 1,453 9.50 7.12 May 10, 2024 Cancelled during quarter 3, 2019 (5,263 ) 9.50 7.12 May 10, 2024 Outstanding, September 30, 2020 3,398,997 7.70 5.77 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. | 8. SHARE CAPITAL a) Authorized Share Capital On March 1, 2019, the Company changed its share structure with a Director’s resolution to replace Class – A voting shares with Common voting Shares, and to eliminate Class-B non-voting shares (where nil were issued), and created a new series of Preferred shares with no par value and unlimited number of shares. Holders of Preferred shares shall be entitled to receive distribution ahead of holders of Common shares. In addition, Preferred shareholders are also entitled to a fixed premium (if specifically provided in the special rights and restrictions attached to a specific series of Preferred shares), prior to any distributions to holders of Common shares in the event of dissolution, liquidation or winding-up of the Company. b) Issued Share Capital The Company had the following common share transactions during the year ended December 31, 2019 and December 31, 2018: At various times during the year ended December 31, 2018, the Company issued 5,960,314 common shares (28,311,492 common shares before the Reverse Split) for gross proceeds of $1,688,225. ● On January 16, 2019, pursuant to a non-brokered private placement, the Company issued 210,526 units (1,000,000 units before the Reverse Split) at a price of $1.80 (CAD $1.66) ($0.26 (CAD $0.35) before the Reverse Split) for gross proceeds of $264,191 (CAD $350,000). Each unit consists of one common share and a warrant to purchase one common share. Each warrant entitles the holder to purchase one common share at a price of CAD $2.38 (CAD $0.50 per share before the Reverse Split) for 36 months. ● On January 31, 2019, pursuant to a non-brokered private placement, the Company issued 26,316 common shares (125,000 common shares before the Reverse Split) at a price of $1.80 (CAD $2.38) ($0.38 (CAD $0.50) before the Reverse Split) for gross proceeds of $47,550 (CAD $62,500). ● On May 2, 2019, pursuant to a brokered and non-brokered private placement, the Company issued 1,371,789 units (6,516,000 units before the Reverse Split) at a price of $3.56 (CAD $ 4.75) ($0.75 (CAD $1.00) before the Reverse Split) per unit for gross proceeds of $4,840,291 (CAD $6,516,000). Each unit consists of one Series A Preferred share and a warrant to purchase one common share. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. The preferred shareholder shall be entitled to receive a 12% dividend in specie consisting of Common Shares on each six-month anniversary of the Closing Date. Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 2, 2024. In relation to this financing, the Company issued 73,853 units (350,800 units before the Reverse Split) with a fair value of $260,585 (CAD $350,800) to the broker consortium. Each unit consists of one Series A Preferred share and one warrant to purchase common shares. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. ● On May 10, 2019, pursuant to a brokered and non-brokered private placement, the Company issued 779,474 units (3,702,500 units before the Reverse Split) at a price of $3.56 (CAD $ 4.75) ($0.75 (CAD $1.00) before the Reverse Split) per unit for gross proceeds of $2,759,353 (CAD $3,702,500). Each unit consists of one Series A Preferred share and a warrant to purchase one common share. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. The preferred shareholder shall be entitled to receive a 12% dividend in specie consisting of Common Shares on each six-month anniversary of the Closing Date. Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 10, 2024. In relation to this financing, the Company issued 38,974 units (185,125 units before the Reverse Split) with a fair value of $137,968 (CAD $185,125), to the broker consortium. Each unit consists of one Series A Preferred share and one warrant to purchase common shares. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. In connection with the above May 2 and May 10 share issuance, a total of $766,970 (CAD $1,029,121) was recorded as share issuance costs. In addition, 180,522 (857,480 before the Reverse Split) broker warrants were issued with a value of $nil. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. ● On May 10, 2019, pursuant to the conversion of convertible debentures with a principal value of $372,634 (CAD $500,000), the Company issued 105,263 untis (500,000 units before the Reverse Split) at a price of $3.56 (CAD $ 4.75) per unit ($0.75 (CAD $1.00) per unit before the Reverse Split). Each unit consists of one common share and one warrant to purchase common shares. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for 60 months. In addition, the Company issued 1,453 units (6,904 units before the Reverse Split) at a price of $3.56 (CAD $ 4.75) per unit ($0.75 (CAD $1.00) per unit before the Reverse Split) representing the accreted value of the interest payable on the debentures at time of conversion. ● On July 4, 2019, in connection with the May 10 private placement, the Company repurchased 5,263 units (25,000 units before the Reverse Split) at $3.66 (CAD $4.75) per unit ($0.77 (CAD $1.00) per unit before the Reverse Split). Each unit consists of one Series A Preferred share and one warrant to purchase common share. Each warrant entitles the holder to purchase one common share at a price of CAD $9.50 per share (CAD $2.00 per share before the Reverse Split) for a period of 5 years following issuance date. Subsequent to the repurchase, the Company canceled 5,263 (25,000 before the Reverse Split) Series A Preferred shares and 5,263 (25,000 before the Reverse Split) warrants to purchase common share. ● On November 2, 2019, the Company declared and issued 86,739 (412,008 before the Reverse Split) common shares at $3.61 (CAD $4.75) ($0.76 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 2, 2019. ● On November 10, 2019, the Company declared and issued 48,791 (231,758 before the Reverse Split) common shares at $3.61 (CAD $4.75) ($0.76 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 10, 2019. ● At various times during the year ended December 31, 2019, the Company issued 244,753 shares (2018: 1,010,526) of common stock (1,162,577 shares (2018: 4,800,000) of common stock before the Reverse Split) to various consultants for services rendered. c) Cancellation of Issued Shares During the year ended December 31, 2018, the Company entered into a purchase agreement with certain parties representing proprietary technology. As consideration for the purchase of the technology and attendant intellectual property rights, the Company issued an aggregate of 5,263,158 (25,000,000 before the Reverse Split) Class A common voting shares (the “Class A Shares”). An additional 105,263 (500,000 before the Reverse Split) Class A Shares was issued for consulting services to assist with application of the proprietary technology to the Company’s business. Subsequent to the execution of these agreements, the Company was notified as to certain issues relating to the transaction agreements resulting in the technology being deemed invalid and therefore without any value. Accordingly, the shares initially granted to the sellers of the technology were cancelled during the year ended December 31, 2019. The impairment of related intellectual property was recorded in year ending December 31, 2018 and included in Research and Development expense. d) Stock Options The Company has adopted a stock option plan (the “Plan”) for its directors, officers, employees and consultants to acquire common shares of the Company. The terms and conditions of the stock options are determined by the Board of Directors. On May 28, 2019, at the Company’s annual general meeting, shareholders approved an amendment to the Stock Option Plan to increase the number of authorized shares subject to the stock option plan to 15% of the issued and outstanding shares of the Company (including any unconverted Series A Preferred Shares). For the year ended December 31, 2019, the Company recorded aggregate share-based compensation expense of $ 401,869 (December 31, 2018 - $208,321) for all stock options on a straight line basis over the vesting period. As at December 31, 2019, 1,106,711 (5,256,875 before the Reverse Split) Stock Options were outstanding at a weighted average exercise price of $1.35 (CAD 1.76) ($0.28 (CAD $0.37) before the Reverse Split), of which 743,421 (3,531,250 before the Reverse Split) were exercisable. The amounts recognized as share-based payments and stock options are included in share-based compensation on the Statement of Loss and Comprehensive Loss. As of December 31, 2019, there was $33,766 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the stock option plan; that cost is expected to be recognized over a period of 2 years. The following summarizes stock option activity during the years ended December 31, 2019 and 2018: Number of Options* Weighted Average Exercise Price* Weighted Average Remaining Life (years) Balance at December 31, 2017 168,421 $ 0.27 4.42 Granted 670,526 $ 0.81 4.81 Balance at December 31, 2018 838,947 $ 1.38 4.81 Granted 315,789 $ 2.07 5.42 Exercised 10,526 $ 1.83 - Cancelled 37,500 $ 1.66 - Balance at December 31, 2019 1,106,711 $ 1.35 4.98 *reflects the 1:4.75 reverse stock split effected on November 29, 2020. The Company’s outstanding and exercisable stock options at December 31, 2019 were: Outstanding Options* Exercisable Options* Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Weighted Average Exercise Price Number Weighted Average Exercise Price CAD $ $ $ May 24, 2024 21,053 4.40 1.66 1.28 21,053 1.28 June 1, 2024 168,421 4.42 0.36 0.27 168,421 0.274 June 19, 2024 15,789 4.47 1.66 1.28 15,789 1.28 October 24, 2024 10,526 4.82 1.66 1.28 5,263 1.28 November 5, 2024 21,053 4.85 1.66 1.28 15,789 1.28 December 12, 2024 554,079 4.95 1.66 1.28 398,684 1.28 April 30, 2025 63,158 5.33 2.38 1.83 23,684 1.83 April 30, 2025 168,421 5.33 2.38 1.83 63,158 1.83 June 10, 2025 42,105 5.45 2.38 1.83 21,053 1.83 November 15, 2025 42,105 5.88 4.75 3.66 10,526 3.66 Total Share Options 1,106,711 4.98 1.76 1.35 743,421 1.17 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. Stock-based compensation expense recognized is based on options expected to vest, the fair value of each employee option grant during the years ended December 31, 2019 and 2018 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: December 31, 2019 December 31, 2018 Expected volatility 79.60 % 79.60 % Expected term (in years) 4.59 3.14 Risk-free interest rate 1.51 % 2.05 % Fair value of options $ 0.67 $ 0.52 e) Warrants The Company’s outstanding warrants as of December 31, 2019 were: Number of warrants* Weighted average exercise price* Weighted average exercise price* Expiry Date CAD $ Granted during quarter 3, 2018 63,158 2.38 1.83 August 24, 2021 Granted during quarter 4, 2018 63,158 2.38 1.83 October 15, 2021 Granted during quarter 4, 2018 528,721 2.38 1.83 December 21, 2021 Granted during quarter 4, 2018 33,684 1.66 1.28 December 21, 2021 Outstanding, December 31, 2018 688,721 2.34 1.80 Granted during quarter 1, 2019 210,526 2.38 1.83 January 16, 2022 Granted during quarter 1, 2019 16,842 1.66 1.28 January 21, 2022 Granted during quarter 2, 2019 1,563,806 9.50 7.31 May 2, 2024 Granted during quarter 2, 2019 986,068 9.50 7.31 May 10, 2024 Cancelled during quarter 2, 2019 (63,158 ) 2.38 1.83 May 10, 2024 Granted during quarter 3, 2019 1,453 9.50 7.31 May 10, 2024 Cancelled during quarter 3, 2019 (5,263 ) 9.50 7.31 May 10, 2024 Outstanding, December 31, 2019 3,398,997 7.70 5.93 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES For the year ended December 31, 2019 and 2018, loss before income tax provision consisted of the following: December 31, 2019 December 31, 2018 Domestic operations - Canada $ (5,027,596 ) $ (2,744,792 ) Foreign operaions - United States (91,550 ) - Total loss before taxes $ (5,119,146 ) $ (2,744,792 ) Income tax expense (benefit) consists of the following for the years ended December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Loss before taxes $ (5,119,146 ) $ (2,744,792 ) Statutory tax rate 27.00 % 27.00 % Income taxes at the statutory rate $ (1,382,170 ) $ (741,094 ) Stock-based compensation 108,505 56,247 Share issue costs (223,439 ) (12,371 ) Write-down of shares issued in R&D expense - 132,843 Others (58,416 ) 27,847 Total $ (1,555,520 ) $ (536,528 ) Valuation Allowance $ 1,555,520 $ 536,528 Total income tax expense (benefit) - - The reconciliations of the statutory tax rate to the effective income tax rate for the years ended December 31, 2019 and December 31, 2018 is as follows: December 31, 2019 December 31, 2018 Tax provision at statutory rates 27 % 27 % Stock based compensation (2 )% (2 )% Share issue costs 4 % 1 % Write-down of shares issued in R&D expense 0 % (5 )% Others 1 % (1 )% Valuation allowance (30 )% (20 )% Effective income tax rate - - Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that we will not realize those tax assets through future operations. Significant components of the Company’s deferred taxes are as follows: December 31, 2019 December 31, 2018 Deferred tax assets: Unused tax losses carry forward - Canada and United States $ 1,903,392 $ 527,169 Share issue costs - Canada 186,874 9,793 Property and equipment - Canada 1,782 (434 ) Total deferred tax assets $ 2,092,048 $ 536,528 Deferred tax asset not recognized - - - - Net deferred tax assets 2,092,048 536,528 Deferred tax liability: - - Total deferred tax liability - - Valuation Allowance $ (2,092,048 ) $ (536,528 ) Net deferred tax assets (liabilities) $ - $ - The Company has Non-Capital Losses of $6.8 million as of December 31, 2019 and $2 million as of December 31, 2018, which are due to expire between 2038 and 2039 and which can be used to offset future taxable income in Canada. For foreign operations in United States, aggregate net operating losses are $91,550 as of December 31, 2019 (2018 - $nil) which can be carried forward indefinitely. Non-Capital Losses in Canada can be carried forward after change of ownership, if the particular business which gave rise to the loss is carried on by the company for profit or with a reasonable expectation of profit. Certain accumulated net operating losses in United States are subject to an annual limitation from equity shifts, which constitute a change of ownership as defined under Internal Revenue Code (“IRC”) Section 382. These rules will limit the utilization of the losses. |
Long Term Loan
Long Term Loan | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Loan | 09. LONG TERM LOAN During the period, the Company entered into a loan agreement with Alterna Bank for a principal amount of USD 29,351 (CAD 40,000) under Canada Emergency Business Account Program (the “Program”). The Program, as set out by the Government of Canada, requires that the funds from this loan shall only be used by the Company to pay non-deferrable operating expenses including, without limitation, payroll, rent, utilities, insurance, property tax and regularly scheduled debt service, and may not be used to fund any payments or expenses such as prepayment/refinancing of existing indebtedness, payments of dividends, distributions and increases in management compensation. The loan is interest free for an initial term that ends on December 31, 2022. Repaying the loan balance on or before December 31, 2022 will result in loan forgiveness of 25% (up to CAD $10,000). Any outstanding loan after initial term carries an interest rate of 5% per annum, payable monthly during the extended term i.e. January 31, 2023 to December 31, 2025. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 10. RELATED PARTY TRANSACTIONS Key management personnel include those persons having the authority and responsibility of planning, directing, and executing the activities of the Company. The Company has determined that its key management personnel consist of the Company’s officers and directors. Nine months ended Nine months ended September 30, 2020 September 30, 2019 Accounting fees (included in professional) $ 15,084 $ 76,275 Consulting fees - 86,518 Total $ 15,084 $ 162,793 As at September 30, 2020, $Nil (December 31, 2019 - $35,093) in total was owed to officers and directors or to companies owned by officers and directors of the Company for services and expenses. These amounts owed have been included in accounts payable and accrued liabilities. During the nine months ended September 30, 2020, $Nil (September 30, 2019 - $12,403) was included in share issue costs that was paid to officers and directors or to companies owned by officers and directors of the Company in the efforts to raise capital during the period. During the nine months ended September 30, 2020 and September 30, 2019 the company paid $34,092 and $76,275, respectively, to our U.S. general counsel firm, D R Welch against legal services. An aggregate of 62,500 shares were issued to David Welch as part of the payment. During the nine months ended September 30, 2020 the company paid $Nil (September 30, 2019 -$17,271 for management services to First Liberty Power Corp., related to the Chairman of the Board of Directors, Don Nicholson. On April 30, 2019 a loan of $18,625 (CAD $25,000) bearing interest at 2% per annum was given to Ingo Mueller, Chief Executive officer for the purposes of obtaining corporate credit card. The loan was subsequently repaid on August 9, 2019 along with interest accrued. During the nine months ended September 30, 2020 the company paid $8,862 (September 30, 2019: $19,561) for consulting services to 0902550 BC Ltd. where Don Nicholson is the principal consultant. On May 1, 2019, the Company entered into a 12 months consulting agreement with Arni Johannson to provide Investor Relations services for a monthly fee of CAD 10,000. As of September 30, 2020, the Company owed $89,962 pursuant to the said agreement. There were no other payments to related parties for the nine months ended September 30, 2020 and September 30, 2019 other than expense reimbursements in the ordinary course of business. | 10. RELATED PARTY TRANSACTIONS Key management personnel include those persons having the authority and responsibility of planning, directing, and executing the activities of the Company. The Company has determined that its key management personnel consist of the Company’s officers and directors. Year ended Year ended 31-Dec-2019 31-Dec-2018 Accounting fees (included in professional) $ 75,923 $ 68,405 Consulting fees $ 90,436 $ 89,720 Total $ 166,359 $ 158,125 As at December 31, 2019, $35,093 (December 31, 2018 - $19,758) in total was owing to officers and directors or to companies owned by officers and directors of the Company for services and expenses. These amounts owing have been included in accounts payable and accrued liabilities. As at December 31, 2019, $Nil (December 31, 2018 - $2,315) was included in rent that was paid to an officer of the Company. As at December 31, 2019, $12,403 (December 31, 2018 - $38,638) was included in share issue costs that was paid to officers and directors or to companies owned by officers and directors of the Company in the efforts to raise capital during the period. There were no other payments to related parties for the year ended December 31, 2019 and 2018 other than expense reimbursements in the ordinary course of business. |
Convertible Debentures
Convertible Debentures | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Convertible Debentures | 11. CONVERTIBLE DEBENTURES On March 21, 2019 the Company closed a private placement of $374,083 (CAD $500,000) aggregate principal amount of unsecured subordinated convertible debentures at a price of CAD $1,000 per convertible debenture. The convertible debentures bear interest from the date of closing at 12.0% per annum, payable in common shares of the Company at a price of CAD $4.75 (CAD $1.00 before the Reverse Split) per share semi-annually and will expire on March 21, 2024. The convertible debentures holder will receive units at a conversion price of CAD $4.75 (CAD $1.00 before the Reverse Split) per unit upon conversion. A unit is comprised of one common Share and one warrant with an exercise price of CAD $9.50 (CAD $2.00 before the Reverse Split). The debentures are convertible into units at the option of the holder at any time prior to the close of business on the maturity date. Additionally, the principal amount of the debenture along with any accrued but unpaid interest will automatically convert into units upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. March 21, 2024. On May 10, 2019, the convertible debenture was converted into units along with the unpaid interest as a result of the Company issuing equity securities in a transaction that resulted in aggregate gross proceeds in excess of CAD $5,000,000. Convertible debentures with a principal balance of $372,634 (CAD $500,000) were converted into 105,263 units ( | 11. CONVERTIBLE DEBENTURES On March 21, 2019 the Company closed a private placement of $374,083 (CAD $500,000) aggregate principal amount of unsecured subordinated convertible debentures at a price of CAD $1,000 per convertible debenture. The convertible debentures bear interest from the date of closing at 12.0% per annum, payable in common shares of the Company at a price of CAD $4.75 (CAD $1.00 before the Reverse Split) per share semi-annually and will expire on March 21, 2024. The convertible debentures holder will receive units at a conversion price of CAD $4.75 (CAD $1.00 before the Reverse Split) per unit upon conversion. A unit is comprised of one common Share and one warrant with an exercise price of CAD $9.50 (CAD $2.00 before the Reverse Split). The debentures are convertible into units at the option of the holder at any time prior to the close of business on the maturity date. Additionally, the principal amount of the debenture along with any accrued but unpaid interest will automatically convert into units upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. March 21, 2024. On May 10, 2019, the convertible debenture was converted into units along with the unpaid interest as a result of the Company issuing equity securities in a transaction that resulted in aggregate gross proceeds in excess of CAD $5,000,000. Convertible debentures with a principal balance of $372,634 (CAD $500,000) were converted into 105,263 units (500,000 units before the Reverse Split) (note 8) during the period. In addition, the Company was obligated to issue 1,453 units (6,904 units before the Reverse Split) at a price of CAD $4.75 (CAD $1.00 before the Reverse Split) per unit representing the accreted value of the interest payable on the debentures at time of conversion. No debenture balance was outstanding as at December 31, 2019. |
Research and Development
Research and Development | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Research and Development [Abstract] | ||
Research and Development | 12. RESEARCH AND DEVELOPMENT During the nine months period ended September 30, 2020, the Company spent $114,352 (September 30, 2019: $970,281) in research and development costs in relation to the development of a biosphere facility. The following represents the breakdown of research and development activities: September 30, 2020 September 30, 2019 Architectural fees $ 20,396 $ 341,709 Engineering consultants 16,804 211,770 Design and construction 3,692 320,953 Product development 73,460 95,849 $ 114,352 $ 970,281 | 12. RESEARCH AND DEVELOPMENT During the period ended December 31, 2019, the Company spent $1,111,562 in research and development costs in relation to the development of a biosphere facility. The following represents the breakdown of research and development activities: December 31, 2019 December 31, 2018 Architectural fees $ 388,033 $ 57,042 Engineering consultants 233,109 81,354 Design and construction 371,117 216,272 Product development 119,303 10,257 Impairment of IP technology and related expenses - 516,510 Balance at December 31, 2019 and 2018 $ 1,111,562 $ 881,435 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES Commitments The Company has the following contractual commitments: Year Description CAD $ USD $ 2020 Equipment lease 1,199 880 2021 Equipment lease 2,397 1,759 2022 Equipment lease 1,199 880 Proposed IPO On June 16, 2020, the Company entered into an engagement agreement (the “Agreement”) with an underwriter to serve as lead underwriter, deal manager and investment banker for the proposed firm commitment for underwriting an initial public offering (“Public Offering”) by the Company, covering sale of up to approximately $35 million equity and equity derivatives. The term of the Agreement in connection with the offering ends on earlier of (i) twelve (12) months from the engagement date or (ii) the final closing, if any, of the Offering. The placement agent will act as sole underwriter of the Public Offering, subject to, completion of placement agent’s due diligence examination of the Company and its affiliates, and the execution of a definitive underwriting agreement between the Company and the placement agent in connection with the Public Offering. The Agreement will provide that the Company will grant to the placement agent an option, exercisable within 45 days after the closing of the Public Offering, to acquire up to an additional 15% of the total number of Shares to be offered by the Company in the Public Offering, solely for the purpose of covering over-allotments. In connection with the offering, an underwriting discount of 8% of the total gross proceeds of the Offering shall be provided to the underwriter. On June 1, 2020, the Company entered into a financial advisory agreement with the above underwriter to provide general financial advisory, investment banking and other customary services that the Company and underwriter agree. As consideration for the provision of advisory services, the Company issued 1% of the issued and outstanding common stock on the date of agreement and will issue 2% of issued and outstanding stock on 91 st Contingencies Litigation During the nine months ended September 30, 2020 and the year ended December 31, 2019, the Company had no new contingencies to disclose. During the year ended December 31, 2018, the Company entered into a purchase agreement with certain parties representing proprietary technology. As consideration for the purchase of the technology and attendant intellectual property rights, the Company issued an aggregate of 5,263,158 (25,000,000 before the Reverse Split) Class A common voting shares (the “Class A Shares”). An additional 105,263 (500,000 before the Reverse Split) Class A Shares was issued for consulting services to assist with application of the proprietary technology to the Company’s business. Subsequent to the execution of these agreements, the Company was notified as to certain issues relating to the transaction agreements that were executed and the intellectual property risks that were purportedly transferred. After several months of analysis with various professionals, the Company determined that the technology was in fact invalid and therefore without any value. On May 15, 2019, a claim by HydroHaus Horticulture, Inc., Stuart Brazier and Christopher Gielnik was filed in BC Supreme Court. The basic allegations against Agriforce Growing Systems Ltd. are: 1. The Company breached the manufacturing agreement under which HydroHaus Horticulture claims it had the exclusive right to build hydro houses for the Company; 2. The Company advised HydroHaus Horticulture that it was in breach of the licensing agreement relating to its project to build a hydro house for the Nak’azdli causing HydroHaus Horticulture to spend approximately $130,000 to change the way it was to perform that contract; 3. The Company owes approximately $100,000 for expenses paid for by HydroHaus Horticulture, which has not been accrued for at this time as management does not believe the merits are valid. These amounts have not been accrued for at this time as management does not believe the merits are valid. Should any amounts be required to be paid as a result of the claim, the Company will appropriately record at that time; and 4. The Company wrongfully rescinded its agreements with HydroHaus Horticulture. The plaintiffs are seeking general and special damages, alternatively rescission of the agreements or specific performance of those agreements and payment for expenses incurred by HydroHaus Horticulture for the benefit of the Company. The plaintiffs are also seeking an order that the Hydrohaus IP (allegedly comprising certain cladding materials and methods of insulating greenhouses, regulating humidity, moving growing plants, and managing the movement of air, and any derivative works), and an associated patent application, be transferred to the them. The Plaintiffs are also seeking an order prohibiting the Company from using the words, “Canivate”, “ the Canivate Way”, “HydroFilm”, “Hydrohouse” and “Hydrohaus”. On May 24, 2019, the Company filed a Response to the claim. That response denies the allegations in the claim, raises the defense that the plaintiffs wrongfully purported to sell intellectual property which they falsely stated they had invented and owned and states that the intellectual property was unworkable to build greenhouses. The Company also alleges that the plaintiffs falsely represented that their work for the Kak’adzdli would benefit the Company when it would not. The Response asks that the claim be dismissed. The Company has also filed a Counterclaim based upon its allegations that the plaintiffs wrongfully induced the Company to enter agreements with the plaintiffs based on fraudulent misrepresentations regarding the existence of ownership of intellectual property. Further, the counterclaim alleges that Mr. Brazier breached his fiduciary duties to Canivate in preferring the interests of Hydrohaus over those of the Company. The counterclaim seeks a declaration that the agreements which the Company rescinded were properly rescinded based upon the misrepresentations of the plaintiffs as well as general, special, aggravated and punitive damages, an accounting for profits, and legal costs. During the nine months ended September 30, 2020, there has been no further activity in the lawsuit. Based on Company’s litigation counsel’s opinion, management does not believe the potential monetary damages to be material based on the damages sought by the plaintiff. | 13. COMMITMENTS AND CONTINGENCIES Commitments The Company has the following contractual commitments: Year Description CAD $ USD $ 2020 Consulting 16,875 12,993 Office and equipment lease 50,328 38,750 2021 Equipment lease 2,397 1,846 2022 Equipment lease 1,199 923 Contingencies During the year ended December 31, 2019, the Company had no new contingencies to disclose. During the year ended December 31, 2018, the Company entered into a purchase agreement with certain parties representing proprietary technology. As consideration for the purchase of the technology and attendant intellectual property rights, the Company issued an aggregate of 5,263,158 (25,000,000 before the Reverse Split) Class A common voting shares (the “Class A Shares”). An additional 105,263 (500,000 before the Reverse Split) Class A Shares was issued for consulting services to assist with application of the proprietary technology to the Company’s business. Subsequent to the execution of these agreements, the Company was notified as to certain issues relating to the transaction agreements that were executed and the intellectual property risks that were purportedly transferred. After several months of analysis with various professionals, the Company determined that the technology was in fact invalid and therefore without any value. On May 15, 2019, a claim by HydroHaus Horticulture, Inc., Stuart Brazier and Christopher Gielnik was filed in BC Supreme Court. The basic allegations against Agriforce Growing Systems Ltd. are: 1. The Company breached the manufacturing agreement under which HydroHaus Horticulture claims it had the exclusive right to build hydro houses for the Company 2. The Company advised HydroHaus Horticulture that it was in breach of the licensing agreement relating to its project to build a hydro house for the Nak’azdli causing HydroHaus Horticulture to spend approximately $130,000 to change the way it was to perform that contract 3. The Company owes approximately $100,000 for expenses paid for by HydroHaus Horticulture, which has not been accrued for at this time as management does not believe the merits are valid. Should any amounts be required to be paid as a result of the claim, the Company will appropriately record at that time; and 4. The Company wrongfully rescinded its agreements with HydroHaus Horticulture. The plaintiffs are seeking general and special damages, alternatively rescission of the agreements or specific performance of those agreements and payment for expenses incurred by HydroHaus Horticulture for the benefit of the Company. The Company has filed a Response to the claim. That response denies the allegations in the claim and raises the defense that the plaintiffs wrongfully purported to sell intellectual property which they falsely stated they had invented and owned. The Response asks that the claim be dismissed. The Company has also filed a Counterclaim based upon its allegations that the plaintiffs wrongfully purported to sell intellectual property which they falsely stated that they invented and owned. The counterclaim seeks damages and a declaration that the agreements which the Company rescinded were properly rescinded based upon the misrepresentations of the plaintiffs. Management does not believe the potential monetary damages to be material based on the damages sought by the plaintiff. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 14. SUBSEQUENT EVENTS The Company evaluated subsequent events through December 16, 2020, the date on which these interim financial statements were available to be issued, to ensure that this filing includes appropriate disclosure of events both recognized in the interim financial statements as of September 30, 2020, and events which occurred subsequent to September 30, 2020 but were not recognized in the interim financial statements. Except as disclosed below and the effect of Reverse Split disclosed in Note 2, there were no events that required recognition, adjustment to or disclosure in the interim financial statements. During the period October 1, 2020 to December 16, 2020, 365,113 (1,734,285 before the Reverse Split) warrants were exercised at a price of CAD $2.38 (CAD $0.50 before the Reverse Split). On November 2, 2020, the Company declared and issued 86,739 common shares at $3.56 (CAD $4.75) (412,008 common shares at $0.75 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 2, 2019. On November 10, 2020, the Company declared and issued 48,791 common shares at $3.66 (CAD $4.75) (231,758 common shares at $0.77 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 10, 2019. | 14. SUBSEQUENT EVENTS The Company evaluated subsequent events through June 18, 2020, the date on which these financial statements were available to be issued, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2019, and events which occurred subsequent to December 31, 2019 but were not recognized in the financial statements. Except as disclosed below and the effect of Reverse Split disclosed in Note 2, there were no events that required recognition, adjustment to or disclosure in the financial statements. On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. As of the time of filing, it is not possible to reliably estimate the length and severity of these developments and its impact on the financial results and condition of the Company. In relation to the COVID 19 crisis, the Company has successfully applied for a loan of CAD 40,000 under Canada Emergency Business Account Program through its bank. The loan is interest free for an initial term that ends on December 31, 2022. Any outstanding loan after initial term carries an interest rate of 5% per annum, payable monthly during the extended term i.e. January 31, 2023 to December 31, 2025. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Cash | Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no cash equivalents as of September 30, 2020 and December 31, 2019. | Cash The Company’s cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no cash equivalents as of December 31, 2019 and 2018. |
Property and Equipment | Property and equipment Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: Computer equipment 5 years Furniture and fixtures 10 years Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. | Property and equipment Property and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures. The following useful lives are applied: Computer equipment 5 years Furniture and fixtures 10 years Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. |
Revenue Recognition | Revenue Recognition The Company has not recorded any revenues since its inception. However, in the future, the Company expects to generate returns from any or all the revenue sources below from its customers: ● Rental income from facilities. ● Intellectual property income from the license of the facilities ● Management and advisory fees from management service contracts and On January 1, 2018, the Company early adopted ASU No. 2014-09, Revenue from Contracts with Customers | Revenue Recognition The Company has not recorded any revenues since its inception. However, in the future, the Company expects to generate returns from any or all the revenue sources below from its customers: ● Rental income from facilities. ● Intellectual property income from the license of the facilities ● Management and advisory fees from management service contracts and On January 1, 2018, the Company early adopted ASU No. 2014-09, Revenue from Contracts with Customers |
Loss Per Common Share | Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. Diluted net loss attributable to common shareholders per share does not differ from basic net loss attributable to common shareholders per share for the nine months ended September 30, 2020 and September 30, 2019, since the effect of the Company’s stock options and warrants are anti-dilutive. | Loss per Common Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. Diluted net loss attributable to common shareholders per share does not differ from basic net loss attributable to common shareholders per share for the years ended December 31, 2019 and December 31, 2018, since the effect of the Company’s stock options and warrants are anti-dilutive. |
Research and Development | Research and development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred. | Research and development Expenditure on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized as expense when incurred. |
Foreign Currency Transactions | Foreign currency transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within operating expenses. | Foreign currency transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within operating expenses. |
Fair Value Measurement | Fair value measurement Pursuant to the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (ASC 820), the Company measures certain assets and liabilities at fair value or discloses the fair value of certain assets and liabilities recorded at cost in the condensed consolidated interim financial statements. Fair value is calculated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). ASC 820 establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation. The Company classifies assets and liabilities in their entirety based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows: ● Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets. ● Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances. Transfers between levels of the fair value hierarchy are deemed to have occurred at the end of the reporting period in which the event or change of circumstances caused the transfer to occur. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | Fair value measurement Pursuant to the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (ASC 820), the Company measures certain assets and liabilities at fair value or discloses the fair value of certain assets and liabilities recorded at cost in the consolidated financial statements. Fair value is calculated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). ASC 820 establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation. The Company classifies assets and liabilities in their entirety based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows: ● Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets. ● Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances. Transfers between levels of the fair value hierarchy are deemed to have occurred at the end of the reporting period in which the event or change of circumstances caused the transfer to occur. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Income Tax | Income tax Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of September 30, 2020 and December 31, 2019. | Income tax Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end. Deferred tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2019 and 2018. |
Share-Based Compensation | Share-based compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common stock on the date of grant, among other inputs. The Company recognizes any forfeitures as they occur. | Share-based compensation The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common stock on the date of grant, among other inputs. The Company recognizes any forfeitures as they occur. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 removes the disclosure requirement for the amount and reasons for transfers between Level 1 and Level 2 fair value measurements as well as the process for Level 3 fair value measurements. In addition, the ASU adds the disclosure requirements for changes in unrealized gains and losses included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and will be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company has adopted this standard for the financial year beginning January 01, 2020 and there is no impact on the interim financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses.” The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. Based on the composition of the Company’s trade receivables and other financial assets, current market conditions, and historical credit loss activity, the Company is currently in the process of evaluating the impact of this guidance on our financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASU’s (collectively, “Topic 842”), which requires a dual approach for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases may result in the lessee recognizing a right of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize lease expense on a straight-line basis. The Company is currently in the process of evaluating the impact of this guidance on our financial statements. | Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 removes the disclosure requirement for the amount and reasons for transfers between Level 1 and Level 2 fair value measurements as well as the process for Level 3 fair value measurements. In addition, the ASU adds the disclosure requirements for changes in unrealized gains and losses included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and will be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses.” The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. Based on the composition of the Company’s trade receivables and other financial assets, current market conditions, and historical credit loss activity, the Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASU’s (collectively, “Topic 842”), which requires a dual approach for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases may result in the lessee recognizing a right of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize lease expense on a straight-line basis. The Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements. In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share Based Payment Accounting (“ASU 2018-07”), this simplify the accounting for share based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The provisions of this standard specify that Topic 718 applies to all share-based payment transactions in which grantor acquires goods or services to be used or consumed in a grantor’s operations by issuing share-based payment awards. The Company adopted the provisions of ASU 2018-07 using a modified retrospective approach on January 1, 2019 which affected the method used to value the stock options granted to consultants and advisors. Prior to adoption of ASU 2018-07, stock options were revalued at each reporting period. Pursuant to the requirements of ASU 2018-07and under provisions of Topic 718, these stock options are now valued at the grant date fair value, consistent with the method the Company uses to value stock options to employees. Adoption of the standard resulted in no cumulative effect adjustment. |
Basis of Preparation (Tables)
Basis of Preparation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Consolidated Financial Statements | Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 Canivate Growing Solutions Ltd. Canada Management Company May 22, 2018 Daybreak Ag Systems Ltd. Canada Intellectual Property Development Dec 4, 2019 AgriFORCE Holdings Inc.* United States Intellectual Property Aug 31, 2018 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Management Co. United States Management Advisory Services Jul 9, 2019 AGI IP Co. United States Intellectual Property Mar 5, 2020 * AgriFORCE Holdings Inc. was dissolved on August 08, 2020 | These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Name of entity: Country of Incorporation Purpose Date of Incorporation AgriFORCE Growing Systems Ltd. Canada Parent Company Dec 22, 2017 Canivate Growing Solutions Ltd. Canada Management Company May 22, 2018 Canivate Growing Systems Ltd. Canada Intellectual Property Development Dec 4, 2019 AgriFORCE Holdings Inc. United States Intellectual Property Aug 31, 2018 West Pender Holdings, Inc. United States Real Estate Holding and Development Company Sep 1, 2018 AgriFORCE Investments Inc. United States Holding Company Apr 9, 2019 West Pender Management Co. United States Management Advisory Services Jul 9, 2019 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Estimated Residual Value of Computer Equipment and Furniture and Fixtures | The following useful lives are applied: Computer equipment 5 years Furniture and fixtures 10 years | The following useful lives are applied: Computer equipment 5 years Furniture and fixtures 10 years |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | September 30, 2020 December 31, 2019 Deposits $ 120,000 $ 4,443 Legal retainer 34,105 88,369 Prepaid expenses 3,000 5,005 $ 157,105 $ 97,817 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consist of the following: September 30, 2020 December 31, 2019 Computer equipment $ 12,861 $ 13,208 Furniture and fixtures 33,950 33,980 Total property and equipment 46,811 47,188 Less: Accumulated depreciation (18,071 ) (11,577 ) Property and equipment, net $ 28,740 $ 35,611 | Property and equipment consist of the following: December 31, 2019 December 31, 2018 Computer equipment $ 13,208 $ 9,347 Furniture and fixtures 33,980 21,692 Total property and equipment 47,188 31,039 Less: Accumulated depreciation (11,577 ) (3,130 ) Property and equipment, net $ 35,611 $ 27,909 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses And Deposits Tables Abstract | |
Schedule of Prepaid Expenses and Deposits | December 31, 2019 December 31, 2018 Deposits $ 4,443 $ 33,842 Legal retainer $ 88,369 $ 22,751 Prepaid expenses $ 5,005 $ 23,716 $ 97,817 $ 80,309 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Schedule of Accounts Payable and Accrued Liabilities | September 30, 2020 December 31, 2019 Accounts payable $ 946,153 $ 923,808 Accrued expenses 569,471 417,302 Others 26,658 34,474 $ 1,542,282 $ 1,375,584 | December 31, 2019 December 31, 2018 Accounts payable $ 923,808 $ 181,262 Accrued expenses $ 417,302 $ 70,493 Others $ 34,474 $ 12,436 $ 1,375,584 $ 264,191 |
Share Capital (Tables)
Share Capital (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Schedule of Stock Option Activity | The following summarizes stock option activity during the nine months ended September 30, 2020: Number of Options* Weighted Average Exercise Price* Weighted Average Remaining Life (years) Balance at December 31, 2019 1,106,711 $ 1.35 4.98 Granted 387,760 $ 3.47 5.71 Forfeited (25,132 ) $ 1.24 - Balance at September 30, 2020 1,469,339 $ 1.91 4.62 * reflects the 1:4.75 reverse stock split effected on XXX, 2020. | The following summarizes stock option activity during the years ended December 31, 2019 and 2018: Number of Options* Weighted Average Exercise Price* Weighted Average Remaining Life (years) Balance at December 31, 2017 168,421 $ 0.27 4.42 Granted 670,526 $ 0.81 4.81 Balance at December 31, 2018 838,947 $ 1.38 4.81 Granted 315,789 $ 2.07 5.42 Exercised 10,526 $ 1.83 - Cancelled 37,500 $ 1.66 - Balance at December 31, 2019 1,106,711 $ 1.35 4.98 * reflects the 1:4.75 reverse stock split effected on XXX, 2020. |
Schedule of Outstanding and Exercisable Stock Options | The Company’s outstanding and exercisable stock options at September 30, 2020 were: Outstanding Options* Exercisable Options* Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Weighted Average Exercise Price Number Weighted Average Exercise Price CAD $ $ $ May 24, 2024 21,053 3.65 1.66 1.25 21,053 1.25 June 1, 2024 168,421 3.67 0.36 0.27 168,421 0.267 June 19, 2024 15,789 3.72 1.66 1.25 15,789 1.25 October 24, 2024 10,526 4.07 1.66 1.25 10,526 1.25 November 5, 2024 18,421 4.10 1.66 1.25 18,421 1.25 December 12, 2024 531,579 4.20 1.66 1.25 531,579 1.25 April 30, 2025 63,158 4.58 2.38 1.78 47,368 1.78 April 30, 2025 168,421 4.58 2.38 1.78 126,316 1.78 June 10, 2025 42,105 4.70 2.38 1.78 36,842 1.78 November 15, 2025 42,105 5.13 4.75 3.56 26,316 3.56 January 31, 2026 38,947 5.34 4.75 3.56 11,579 3.56 June 30, 2026 348,813 5.75 4.75 3.56 87,203 3.56 Total Share Options 1,469,339 4.62 2.55 1.91 1,101,414 1.46 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. | The Company’s outstanding and exercisable stock options at December 31, 2019 were: Outstanding Options* Exercisable Options* Expiry Date Number Weighted Average Remaining Life (years) Weighted Average Exercise Price Weighted Average Exercise Price Number Weighted Average Exercise Price CAD $ $ $ May 24, 2024 21,053 4.40 1.66 1.28 21,053 1.28 June 1, 2024 168,421 4.42 0.36 0.27 168,421 0.274 June 19, 2024 15,789 4.47 1.66 1.28 15,789 1.28 October 24, 2024 10,526 4.82 1.66 1.28 5,263 1.28 November 5, 2024 21,053 4.85 1.66 1.28 15,789 1.28 December 12, 2024 554,079 4.95 1.66 1.28 398,684 1.28 April 30, 2025 63,158 5.33 2.38 1.83 23,684 1.83 April 30, 2025 168,421 5.33 2.38 1.83 63,158 1.83 June 10, 2025 42,105 5.45 2.38 1.83 21,053 1.83 November 15, 2025 42,105 5.88 4.75 3.66 10,526 3.66 Total Share Options 1,106,711 4.98 1.76 1.35 743,421 1.17 * reflects the 1:4.75 reverse stock split effected on XXX, 2020. |
Schedule of Weighted Average Assumptions | Stock-based compensation expense recognized is based on options expected to vest, the fair value of each employee option grant during the nine months period ended September 30, 2020 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: September 30, 2020 Expected volatility 79.60 % Expected term (in years) 3.44 Risk-free interest rate 0.45 % Fair value of options $ 1.90 | Stock-based compensation expense recognized is based on options expected to vest, the fair value of each employee option grant during the years ended December 31, 2019 and 2018 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: December 31, 2019 December 31, 2018 Expected volatility 79.60 % 79.60 % Expected term (in years) 4.59 3.14 Risk-free interest rate 1.51 % 2.05 % Fair value of options $ 0.67 $ 0.52 |
Schedule of Outstanding Warrants | The Company’s outstanding warrants as of September 30, 2020 were: Number of warrants* Weighted average exercise price* Weighted average exercise price* Expiry Date CAD $ Granted during quarter 3, 2018 63,158 2.38 1.78 August 24, 2021 Granted during quarter 4, 2018 63,158 2.38 1.78 October 15, 2021 Granted during quarter 4, 2018 528,721 2.38 1.78 December 21, 2021 Granted during quarter 4, 2018 33,684 1.66 1.25 December 21, 2021 Granted during quarter 1, 2019 210,526 2.38 1.78 January 16, 2022 Granted during quarter 1, 2019 16,842 1.66 1.25 January 21, 2022 Granted during quarter 2, 2019 1,563,806 9.50 7.12 May 2, 2024 Granted during quarter 2, 2019 986,068 9.50 7.12 May 10, 2024 Cancelled during quarter 2, 2019 (63,158 ) 2.38 1.78 May 10, 2024 Granted during quarter 3, 2019 1,453 9.50 7.12 May 10, 2024 Cancelled during quarter 3, 2019 (5,263 ) 9.50 7.12 May 10, 2024 Outstanding, September 30, 2020 3,398,997 7.70 5.77 * reflects the 1:4.75 reverse stock split effected on November 29, 2020. | The Company’s outstanding warrants as of December 31, 2019 were: Number of warrants* Weighted average exercise price* Weighted average exercise price* Expiry Date CAD $ Granted during quarter 3, 2018 63,158 2.38 1.83 August 24, 2021 Granted during quarter 4, 2018 63,158 2.38 1.83 October 15, 2021 Granted during quarter 4, 2018 528,721 2.38 1.83 December 21, 2021 Granted during quarter 4, 2018 33,684 1.66 1.28 December 21, 2021 Outstanding, December 31, 2018 688,721 2.34 1.80 Granted during quarter 1, 2019 210,526 2.38 1.83 January 16, 2022 Granted during quarter 1, 2019 16,842 1.66 1.28 January 21, 2022 Granted during quarter 2, 2019 1,563,806 9.50 7.31 May 2, 2024 Granted during quarter 2, 2019 986,068 9.50 7.31 May 10, 2024 Cancelled during quarter 2, 2019 (63,158 ) 2.38 1.83 May 10, 2024 Granted during quarter 3, 2019 1,453 9.50 7.31 May 10, 2024 Cancelled during quarter 3, 2019 (5,263 ) 9.50 7.31 May 10, 2024 Outstanding, December 31, 2019 3,398,997 7.70 5.93 * reflects the 1:4.75 reverse stock split effected on XXX, 2020. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Examinations | For the year ended December 31, 2019 and 2018, loss before income tax provision consisted of the following: December 31, 2019 December 31, 2018 Domestic operations - Canada $ (5,027,596 ) $ (2,744,792 ) Foreign operaions - United States (91,550 ) - Total loss before taxes $ (5,119,146 ) $ (2,744,792 ) |
Schedule of Components of Income Tax Expense | Income tax expense (benefit) consists of the following for the years ended December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Loss before taxes $ (5,119,146 ) $ (2,744,792 ) Statutory tax rate 27.00 % 27.00 % Income taxes at the statutory rate $ (1,382,170 ) $ (741,094 ) Stock-based compensation 108,505 56,247 Share issue costs (223,439 ) (12,371 ) Write-down of shares issued in R&D expense - 132,843 Others (58,416 ) 27,847 Total $ (1,555,520 ) $ (536,528 ) Valuation Allowance $ 1,555,520 $ 536,528 Total income tax expense (benefit) - - |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliations of the statutory tax rate to the effective income tax rate for the years ended December 31, 2019 and December 31, 2018 is as follows: December 31, 2019 December 31, 2018 Tax provision at statutory rates 27 % 27 % Stock based compensation (2 )% (2 )% Share issue costs 4 % 1 % Write-down of shares issued in R&D expense 0 % (5 )% Others 1 % (1 )% Valuation allowance (30 )% (20 )% Effective income tax rate - - |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred taxes are as follows: December 31, 2019 December 31, 2018 Deferred tax assets: Unused tax losses carry forward - Canada and United States $ 1,903,392 $ 527,169 Share issue costs - Canada 186,874 9,793 Property and equipment - Canada 1,782 (434 ) Total deferred tax assets $ 2,092,048 $ 536,528 Deferred tax asset not recognized - - - - Net deferred tax assets 2,092,048 536,528 Deferred tax liability: - - Total deferred tax liability - - Valuation Allowance $ (2,092,048 ) $ (536,528 ) Net deferred tax assets (liabilities) $ - $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Schedule of Related Party Transactions | The Company has determined that its key management personnel consist of the Company’s officers and directors. Nine months ended Nine months ended September 30, 2020 September 30, 2019 Accounting fees (included in professional) $ 15,084 $ 76,275 Consulting fees - 86,518 Total $ 15,084 $ 162,793 | The Company has determined that its key management personnel consist of the Company’s officers and directors. Year ended Year ended 31-Dec-2019 31-Dec-2018 Accounting fees (included in professional) $ 75,923 $ 68,405 Consulting fees $ 90,436 $ 89,720 Total $ 166,359 $ 158,125 |
Research and Development (Table
Research and Development (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Research and Development [Abstract] | ||
Schedule of Research and Development Costs | The following represents the breakdown of research and development activities: September 30, 2020 September 30, 2019 Architectural fees $ 20,396 $ 341,709 Engineering consultants 16,804 211,770 Design and construction 3,692 320,953 Product development 73,460 95,849 $ 114,352 $ 970,281 | The following represents the breakdown of research and development activities: December 31, 2019 December 31, 2018 Architectural fees $ 388,033 $ 57,042 Engineering consultants 233,109 81,354 Design and construction 371,117 216,272 Product development 119,303 10,257 Impairment of IP technology and related expenses - 516,510 Balance at December 31, 2019 and 2018 $ 1,111,562 $ 881,435 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule Contractual Commitments | The Company has the following contractual commitments: Year Description CAD $ USD $ 2020 Equipment lease 1,199 880 2021 Equipment lease 2,397 1,759 2022 Equipment lease 1,199 880 | The Company has the following contractual commitments: Year Description CAD $ USD $ 2020 Consulting 16,875 12,993 Office and equipment lease 50,328 38,750 2021 Equipment lease 2,397 1,846 2022 Equipment lease 1,199 923 |
Basis of Preparation (Details N
Basis of Preparation (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (2,587,062) | $ (3,842,384) | $ (5,119,146) | $ (2,744,792) |
Net cash used in operating activities | (1,633,774) | $ (3,898,086) | (4,307,486) | $ (1,574,163) |
Working capital | $ (900,000) | $ 900,000 | ||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Basis of Preparation (Details_2
Basis of Preparation (Details Narrative) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (2,587,062) | $ (3,842,384) | $ (5,119,146) | $ (2,744,792) |
Net cash used in operating activities | (1,633,774) | $ (3,898,086) | (4,307,486) | $ (1,574,163) |
Working capital | $ (900,000) | $ 900,000 | ||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Basis of Preparation - Schedule
Basis of Preparation - Schedule of Consolidated Financial Statements (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | ||
AgriFORCE Growing Systems Ltd. [Member] | |||
Country of Incorporation | Canada | Canada | |
Purpose | Parent Company | Parent Company | |
Date of Incorporation | Dec. 22, 2017 | Dec. 22, 2017 | |
Canivate Growing Solutions Ltd. [Member] | |||
Country of Incorporation | Canada | Canada | |
Purpose | Management Company | Management Company | |
Date of Incorporation | May 22, 2018 | May 22, 2018 | |
Daybreak Ag Systems Ltd. [Member] | |||
Country of Incorporation | Canada | ||
Purpose | Intellectual Property Development | ||
Date of Incorporation | Dec. 4, 2019 | ||
AgriFORCE Holdings Inc. [Member] | |||
Country of Incorporation | United States | [1] | United States |
Purpose | Intellectual Property | [1] | Intellectual Property |
Date of Incorporation | Aug. 31, 2018 | [1] | Aug. 31, 2018 |
West Pender Holdings, Inc. [Member] | |||
Country of Incorporation | United States | United States | |
Purpose | Real Estate Holding and Development Company | Real Estate Holding and Development Company | |
Date of Incorporation | Sep. 1, 2018 | Sep. 1, 2018 | |
AgriFORCE Investments Inc.[Member] | |||
Country of Incorporation | United States | United States | |
Purpose | Holding Company | Holding Company | |
Date of Incorporation | Apr. 9, 2019 | Apr. 9, 2019 | |
West Pender Management Co. [Member] | |||
Country of Incorporation | United States | United States | |
Purpose | Management Advisory Services | Management Advisory Services | |
Date of Incorporation | Jul. 9, 2019 | Jul. 9, 2019 | |
AGI IP Co. [Member] | |||
Country of Incorporation | United States | ||
Purpose | Intellectual Property | ||
Date of Incorporation | Mar. 5, 2020 | ||
[1] | AgriFORCE Holdings Inc. was dissolved on August 08, 2020 |
Basis of Preparation - Schedu_2
Basis of Preparation - Schedule of Consolidated Financial Statements (Details) (10-K) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | ||
AgriFORCE Growing Systems Ltd. [Member] | |||
Country of Incorporation | Canada | Canada | |
Purpose | Parent Company | Parent Company | |
Date of Incorporation | Dec. 22, 2017 | Dec. 22, 2017 | |
Canivate Growing Solutions Ltd. [Member] | |||
Country of Incorporation | Canada | Canada | |
Purpose | Management Company | Management Company | |
Date of Incorporation | May 22, 2018 | May 22, 2018 | |
Canivate Growing Systems Ltd. [Member] | |||
Country of Incorporation | Canada | ||
Purpose | Intellectual Property Development | ||
Date of Incorporation | Dec. 4, 2019 | ||
AgriFORCE Holdings Inc. [Member] | |||
Country of Incorporation | United States | [1] | United States |
Purpose | Intellectual Property | [1] | Intellectual Property |
Date of Incorporation | Aug. 31, 2018 | [1] | Aug. 31, 2018 |
West Pender Holdings, Inc. [Member] | |||
Country of Incorporation | United States | United States | |
Purpose | Real Estate Holding and Development Company | Real Estate Holding and Development Company | |
Date of Incorporation | Sep. 1, 2018 | Sep. 1, 2018 | |
AgriFORCE Investments Inc.[Member] | |||
Country of Incorporation | United States | United States | |
Purpose | Holding Company | Holding Company | |
Date of Incorporation | Apr. 9, 2019 | Apr. 9, 2019 | |
West Pender Management Co. [Member] | |||
Country of Incorporation | United States | United States | |
Purpose | Management Advisory Services | Management Advisory Services | |
Date of Incorporation | Jul. 9, 2019 | Jul. 9, 2019 | |
[1] | AgriFORCE Holdings Inc. was dissolved on August 08, 2020 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash equivalents |
Significant Accounting Polici_5
Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash equivalents |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Estimated Residual Value of Computer Equipment and Furniture and Fixtures (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Computer Equipment [Member] | ||
Property plant and equipment useful life | 5 years | 5 years |
Furniture and Fixtures [Member] | ||
Property plant and equipment useful life | 10 years | 10 years |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Estimated Residual Value of Computer Equipment and Furniture and Fixtures (Details) (10-K) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Computer Equipment [Member] | ||
Property plant and equipment useful life | 5 years | 5 years |
Furniture and Fixtures [Member] | ||
Property plant and equipment useful life | 10 years | 10 years |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details Narrative) - Land Purchase Agreement [Member] | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Purchase of property amount | $ 4,000,000 |
Paid as Deposit and Balance is Subject to Financing [Member] | |
Purchase of property amount | $ 120,000 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expenses And Other Current Assets | |||
Deposits | $ 120,000 | $ 4,443 | $ 33,842 |
Legal retainer | 34,105 | 88,369 | 22,751 |
Prepaid expenses | 3,000 | 5,005 | 23,716 |
Total | $ 157,105 | $ 97,817 | $ 80,309 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 6,697 | $ 5,840 | $ 8,114 | $ 3,295 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 6,697 | $ 5,840 | $ 8,114 | $ 3,295 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Total property and equipment | $ 46,811 | $ 47,188 | $ 31,039 |
Less: Accumulated depreciation | (18,071) | (11,577) | (3,130) |
Property and equipment, net | 28,740 | 35,611 | 27,909 |
Computer Equipment [Member] | |||
Total property and equipment | 12,861 | 13,208 | 9,347 |
Furniture and Fixtures [Member] | |||
Total property and equipment | $ 33,950 | $ 33,980 | $ 21,692 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Total property and equipment | $ 46,811 | $ 47,188 | $ 31,039 |
Less: Accumulated depreciation | (18,071) | (11,577) | (3,130) |
Property and equipment, net | 28,740 | 35,611 | 27,909 |
Computer Equipment [Member] | |||
Total property and equipment | 12,861 | 13,208 | 9,347 |
Furniture and Fixtures [Member] | |||
Total property and equipment | $ 33,950 | $ 33,980 | $ 21,692 |
Construction in Progress (Detai
Construction in Progress (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Construction In Progress | |||
Construction in progress | $ 1,976,846 | $ 2,030,270 |
Construction in Progress (Det_2
Construction in Progress (Details Narrative) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Construction In Progress | |||
Construction in progress | $ 1,976,846 | $ 2,030,270 |
Prepaid Expenses and Deposits -
Prepaid Expenses and Deposits - Schedule of Prepaid Expenses and Deposits (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expenses And Deposits | |||
Deposits | $ 120,000 | $ 4,443 | $ 33,842 |
Legal retainer | 34,105 | 88,369 | 22,751 |
Prepaid expenses | 3,000 | 5,005 | 23,716 |
Total | $ 157,105 | $ 97,817 | $ 80,309 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 744,191 | $ 744,191 | |
Accrued expenses | 131,606 | 135,163 | |
Legal fees | $ 95,669 | $ 77,764 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities (Details Narrative) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 744,191 | $ 744,191 | |
Accrued expenses | 131,606 | 135,163 | |
Legal fees | $ 95,669 | $ 77,764 |
Accounts Payable and Accrued _5
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 946,153 | $ 923,808 | $ 181,262 |
Accrued expenses | 569,471 | 417,302 | 70,493 |
Others | 26,658 | 34,474 | 12,436 |
Accounts Payable and Accrued Liabilities | $ 1,542,282 | $ 1,375,584 | $ 264,191 |
Accounts Payable and Accrued _6
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 946,153 | $ 923,808 | $ 181,262 |
Accrued expenses | 569,471 | 417,302 | 70,493 |
Others | 26,658 | 34,474 | 12,436 |
Accounts Payable and Accrued Liabilities | $ 1,542,282 | $ 1,375,584 | $ 264,191 |
Share Capital (Details Narrativ
Share Capital (Details Narrative) | May 10, 2020$ / sharesshares | May 02, 2020$ / sharesshares | Nov. 10, 2019shares | Nov. 02, 2019shares | May 10, 2019shares | May 02, 2019shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2020$ / shares | May 10, 2020$ / shares | May 02, 2020$ / shares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2017$ / sharesshares | [1] | |||||
Number of common stock issued shares | 48,791 | 86,739 | 38,974 | 73,853 | |||||||||||||||||
Shares issued for consulting services | $ | $ 418,926 | $ 50,195 | $ 81,879 | $ 332,121 | |||||||||||||||||
Share-based compensation expense | $ | $ 463,882 | $ 337,267 | $ 401,869 | $ 208,321 | |||||||||||||||||
Stock options, outstanding | 6,979,361 | 1,106,711 | [1] | 838,947 | [1] | 1,106,711 | [1] | 168,421 | |||||||||||||
Stock options, outstanding weighted average exercise price | $ / shares | $ 0.40 | $ 1.35 | [1] | $ 1.38 | [1] | $ 0.27 | |||||||||||||||
Stock options, exercisable | 5,231,715 | 743,421 | [1] | 743,421 | [1] | ||||||||||||||||
Unrecognized compensation cost, period for recognition | 2 years | 2 years | |||||||||||||||||||
Unrecognized compensation cost | $ | $ 366,187 | ||||||||||||||||||||
CAD [Member] | |||||||||||||||||||||
Stock options, outstanding weighted average exercise price | $ / shares | $ 0.54 | $ 1.76 | [1] | ||||||||||||||||||
Common Class A Shares [Member] | |||||||||||||||||||||
Number of common stock issued shares | 500,000 | ||||||||||||||||||||
Technology and Attendant Intellectual Property Rights [Member] | Common Class A Shares [Member] | |||||||||||||||||||||
Shares issued as consideration for purchase of asset | 25,000,000 | ||||||||||||||||||||
Common Shares [Member] | |||||||||||||||||||||
Stock issued during period, shares, stock dividend | 231,758 | 412,008 | |||||||||||||||||||
Price per share | $ / shares | $ 0.72 | $ 0.71 | |||||||||||||||||||
Shares issued for services | [1] | 96,029 | 236,051 | 244,753 | 1,010,526 | ||||||||||||||||
Number of common stock issued shares | [1] | 247,368 | 247,368 | 5,960,314 | |||||||||||||||||
Shares issued for consulting services | $ | [1] | $ 324,868 | $ 164,929 | $ 196,022 | $ 205,515 | ||||||||||||||||
Common Shares [Member] | CAD [Member] | |||||||||||||||||||||
Price per share | $ / shares | $ 1 | $ 1 | |||||||||||||||||||
Common Shares [Member] | |||||||||||||||||||||
Shares issued for services | 456,139 | 1,121,242 | 244,753 | 1,010,526 | |||||||||||||||||
Number of common stock issued shares | 5,960,314 | ||||||||||||||||||||
Reverse Split [Member] | |||||||||||||||||||||
Stock issued during period, shares, stock dividend | 48,791 | 86,739 | |||||||||||||||||||
Price per share | $ / shares | $ 3.42 | $ 3.37 | |||||||||||||||||||
Shares issued for services | 96,029 | 236,051 | 1,162,577 | 4,800,000 | |||||||||||||||||
Number of common stock issued shares | 231,758 | 412,008 | 185,125 | ||||||||||||||||||
Stock options, outstanding | [1] | 1,469,339 | 1,106,711 | 1,106,711 | |||||||||||||||||
Stock options, outstanding weighted average exercise price | $ / shares | [1] | $ 1.91 | $ 1.35 | ||||||||||||||||||
Stock options, exercisable | 1,101,414 | [1] | 3,531,250 | 3,531,250 | |||||||||||||||||
Reverse Split [Member] | CAD [Member] | |||||||||||||||||||||
Price per share | $ / shares | $ 4.75 | $ 4.75 | |||||||||||||||||||
Stock options, outstanding weighted average exercise price | $ / shares | $ 2.55 | $ 0.37 | |||||||||||||||||||
Reverse Split [Member] | Common Class A Shares [Member] | |||||||||||||||||||||
Number of common stock issued shares | 105,263 | ||||||||||||||||||||
Reverse Split [Member] | Technology and Attendant Intellectual Property Rights [Member] | Common Class A Shares [Member] | |||||||||||||||||||||
Shares issued as consideration for purchase of asset | 5,263,158 | ||||||||||||||||||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital (Details Narrat_2
Share Capital (Details Narrative) (10-K) | Nov. 10, 2019$ / sharesshares | Nov. 02, 2019$ / sharesshares | Jul. 04, 2019$ / sharesshares | May 28, 2019 | May 10, 2019USD ($)$ / sharesshares | May 10, 2019CAD ($)shares | May 02, 2019USD ($)$ / sharesshares | May 02, 2019CAD ($)shares | May 02, 2019USD ($)$ / sharesshares | May 02, 2019CAD ($)shares | Jan. 31, 2019USD ($)$ / sharesshares | Jan. 31, 2019CAD ($)shares | Jan. 16, 2019USD ($)$ / sharesshares | Jan. 16, 2019CAD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2020$ / sharesshares | May 10, 2020$ / shares | May 10, 2020$ / shares | May 02, 2020$ / shares | May 02, 2020$ / shares | Dec. 31, 2019$ / shares | Nov. 10, 2019$ / shares | Nov. 02, 2019$ / shares | Jul. 04, 2019$ / sharesshares | May 10, 2019CAD ($)$ / shares | May 02, 2019$ / shares | Jan. 31, 2019$ / shares | Jan. 16, 2019$ / shares | Dec. 31, 2017$ / sharesshares | [1] | ||||||
Number of common stock issued shares | shares | 48,791 | 86,739 | 38,974 | 38,974 | 73,853 | 73,853 | |||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 7,940,076 | $ 7,939,528 | $ 1,721,339 | ||||||||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||
Number of common stock issued | $ | $ 137,968 | $ 260,585 | 7,940,076 | $ 7,939,528 | 1,673,482 | ||||||||||||||||||||||||||||||||||
Common stock shares cancelled | shares | [1] | 37,500 | |||||||||||||||||||||||||||||||||||||
Share-based compensation expense | $ | $ 463,882 | $ 337,267 | $ 401,869 | $ 208,321 | |||||||||||||||||||||||||||||||||||
Number of options | shares | 6,979,361 | 1,106,711 | [1] | 838,947 | [1] | 6,979,361 | 168,421 | ||||||||||||||||||||||||||||||||
Weighted average exercise price | $ 0.40 | $ 1.35 | [1] | $ 1.38 | [1] | $ 0.27 | |||||||||||||||||||||||||||||||||
Stock option exercisable | shares | 5,231,715 | 743,421 | [1] | 5,231,715 | |||||||||||||||||||||||||||||||||||
Unrecognized compensation cost | $ | $ 33,766 | ||||||||||||||||||||||||||||||||||||||
Recognized over a period | 2 years | 2 years | |||||||||||||||||||||||||||||||||||||
Stock Option Plan [Member] | |||||||||||||||||||||||||||||||||||||||
Increase the number of authorized shares percentage | 15.00% | ||||||||||||||||||||||||||||||||||||||
Convertible Debentures [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 105,263 | 105,263 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.56 | ||||||||||||||||||||||||||||||||||||||
Warrants term | 60 months | 60 months | |||||||||||||||||||||||||||||||||||||
Convertible debentures | $ | $ 372,634 | ||||||||||||||||||||||||||||||||||||||
Convertible Debentures One [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 1,453 | 1,453 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.56 | ||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.61 | $ 3.61 | |||||||||||||||||||||||||||||||||||||
Preferred stock description | Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 2, 2024. | Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 2, 2024. | |||||||||||||||||||||||||||||||||||||
Common Class A Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 500,000 | ||||||||||||||||||||||||||||||||||||||
Common Class A Shares [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 5,263,158 | ||||||||||||||||||||||||||||||||||||||
Common Class A Shares One [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 105,263 | ||||||||||||||||||||||||||||||||||||||
CAD [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant per share | $ 9.50 | $ 9.50 | |||||||||||||||||||||||||||||||||||||
Number of common stock issued | $ | $ 185,125 | $ 350,800 | |||||||||||||||||||||||||||||||||||||
Weighted average exercise price | $ 0.54 | $ 1.76 | [1] | ||||||||||||||||||||||||||||||||||||
CAD [Member] | Convertible Debentures [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | 4.75 | ||||||||||||||||||||||||||||||||||||||
Warrant per share | $ 9.50 | ||||||||||||||||||||||||||||||||||||||
Convertible debentures | $ | $ 500,000 | ||||||||||||||||||||||||||||||||||||||
CAD [Member] | Convertible Debentures One [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 4.75 | ||||||||||||||||||||||||||||||||||||||
CAD [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 4.75 | $ 4.75 | |||||||||||||||||||||||||||||||||||||
Non-Brokered Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 26,316 | 26,316 | 210,526 | 210,526 | |||||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 47,550 | $ 264,191 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 1.8 | $ 1.80 | |||||||||||||||||||||||||||||||||||||
Warrants term | 36 months | 36 months | |||||||||||||||||||||||||||||||||||||
Non-Brokered Private Placement [Member] | CAD [Member] | |||||||||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 62,500 | $ 350,000 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 2.38 | $ 1.66 | |||||||||||||||||||||||||||||||||||||
Warrant per share | 2.38 | ||||||||||||||||||||||||||||||||||||||
Brokered and Non-Brokered Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 779,474 | 779,474 | 1,371,789 | 1,371,789 | |||||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 2,759,353 | $ 4,840,291 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.56 | $ 3.56 | $ 3.56 | ||||||||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||
Preferred stock dividend percentage | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||
Brokered and Non-Brokered Private Placement [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Preferred stock description | Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 10, 2024. | Additionally, the principal amount of the Series A Preferred share along with any unpaid dividends will automatically convert into Common Shares upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. May 10, 2024. | |||||||||||||||||||||||||||||||||||||
Brokered and Non-Brokered Private Placement [Member] | CAD [Member] | |||||||||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 3,702,500 | $ 6,516,000 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | 4.75 | $ 4.75 | |||||||||||||||||||||||||||||||||||||
Warrant per share | 9.50 | 9.50 | |||||||||||||||||||||||||||||||||||||
Brokered and Non-Brokered Private Placement [Member] | CAD [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||
May 10 Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 5,263 | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.66 | ||||||||||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||
Common stock shares cancelled | shares | 5,263 | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase common share | shares | 5,263 | 5,263 | |||||||||||||||||||||||||||||||||||||
May 10 Private Placement [Member] | CAD [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 4.75 | ||||||||||||||||||||||||||||||||||||||
May 10 Private Placement [Member] | CAD [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant per share | $ 9.50 | ||||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 231,758 | 412,008 | 185,125 | 185,125 | |||||||||||||||||||||||||||||||||||
Number of reverse split shares | shares | 857,480 | 857,480 | 350,800 | 350,800 | 857,480 | 857,480 | 28,311,492 | ||||||||||||||||||||||||||||||||
Gross proceeds from issuance of shares | $ | $ 1,688,225 | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.42 | $ 3.37 | |||||||||||||||||||||||||||||||||||||
Common stock shares cancelled | shares | [1] | 25,132 | |||||||||||||||||||||||||||||||||||||
Number of common stock service rendering shares | shares | 96,029 | 236,051 | 1,162,577 | 4,800,000 | |||||||||||||||||||||||||||||||||||
Number of options | shares | [1] | 1,469,339 | 1,106,711 | 1,469,339 | |||||||||||||||||||||||||||||||||||
Weighted average exercise price | [1] | $ 1.91 | $ 1.35 | ||||||||||||||||||||||||||||||||||||
Stock option exercisable | shares | 1,101,414 | [1] | 3,531,250 | 1,101,414 | [1] | ||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Convertible Debentures [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 500,000 | 500,000 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.75 | ||||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Convertible Debentures One [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 6,904 | 6,904 | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.75 | ||||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.76 | $ 0.76 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Common Class A Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 105,263 | ||||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Common Class A Shares [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 25,000,000 | ||||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Common Class A Shares One [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 500,000 | ||||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | CAD [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 4.75 | $ 4.75 | |||||||||||||||||||||||||||||||||||||
Warrant per share | 2 | 2 | |||||||||||||||||||||||||||||||||||||
Weighted average exercise price | $ 2.55 | $ 0.37 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | CAD [Member] | Convertible Debentures [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | 1 | ||||||||||||||||||||||||||||||||||||||
Warrant per share | 2 | ||||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | CAD [Member] | Convertible Debentures One [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | 1 | ||||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | CAD [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 1 | $ 1 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Non-Brokered Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of reverse split shares | shares | 125,000 | 125,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.38 | $ 0.26 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Non-Brokered Private Placement [Member] | CAD [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.50 | 0.35 | |||||||||||||||||||||||||||||||||||||
Warrant per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Brokered and Non-Brokered Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of reverse split shares | shares | 3,702,500 | 3,702,500 | 6,516,000 | 6,516,000 | |||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.75 | $ 0.75 | $ 0.75 | ||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Brokered and Non-Brokered Private Placement [Member] | CAD [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | 1 | 1 | |||||||||||||||||||||||||||||||||||||
Warrant per share | 2 | 2 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | Share Issuance Costs [Member] | CAD [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant per share | $ 2 | ||||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | May 10 Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 25,000 | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.77 | ||||||||||||||||||||||||||||||||||||||
Common stock shares cancelled | shares | 25,000 | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase common share | shares | 25,000 | 25,000 | |||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | May 10 Private Placement [Member] | CAD [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 1 | ||||||||||||||||||||||||||||||||||||||
Reverse Split [Member] | May 10 Private Placement [Member] | CAD [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant per share | $ 2 | ||||||||||||||||||||||||||||||||||||||
Share Issuance Costs [Member] | |||||||||||||||||||||||||||||||||||||||
Number of reverse split shares | shares | 180,522 | 180,522 | 180,522 | 180,522 | |||||||||||||||||||||||||||||||||||
Number of common stock issued | $ | $ 766,970 | $ 766,970 | |||||||||||||||||||||||||||||||||||||
Warrant issued | $ | |||||||||||||||||||||||||||||||||||||||
Share Issuance Costs [Member] | CAD [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant per share | $ 9.50 | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued | $ | $ 1,029,121 | $ 1,029,121 | |||||||||||||||||||||||||||||||||||||
Common Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued shares | shares | 5,960,314 | ||||||||||||||||||||||||||||||||||||||
Number of common stock service rendering shares | shares | 456,139 | 1,121,242 | 244,753 | 1,010,526 | |||||||||||||||||||||||||||||||||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital - Summary of Stoc
Share Capital - Summary of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Number of Options, beginning balance | [1] | 1,106,711 | 838,947 | 168,421 | ||
Number of Options, Granted | [1] | 315,789 | 670,526 | |||
Number of Options, Forfeited | [1] | (37,500) | ||||
Number of Options, ending balance | 6,979,361 | 1,106,711 | [1] | 838,947 | [1] | |
Weighted Average Exercise Price, beginning balance | [1] | $ 1.35 | $ 1.38 | $ 0.27 | ||
Weighted Average Exercise Price, Granted | [1] | 2.07 | 0.81 | |||
Weighted Average Exercise Price, Forfeited | [1] | 1.66 | ||||
Weighted Average Exercise Price, ending balance | $ 0.40 | $ 1.35 | [1] | $ 1.38 | [1] | |
Weighted Average Remaining Life, Outstanding balance | 4 years 9 months 22 days | [1] | 4 years 5 months 1 day | |||
Weighted Average Exercise Price, Granted | 5 years 5 months 1 day | 4 years 9 months 22 days | ||||
Reverse Split [Member] | ||||||
Number of Options, beginning balance | [1] | 1,106,711 | ||||
Number of Options, Granted | [1] | 387,760 | ||||
Number of Options, Forfeited | [1] | (25,132) | ||||
Number of Options, ending balance | [1] | 1,469,339 | 1,106,711 | |||
Weighted Average Exercise Price, beginning balance | [1] | $ 1.35 | ||||
Weighted Average Exercise Price, Granted | [1] | 3.47 | ||||
Weighted Average Exercise Price, Forfeited | [1] | 1.24 | ||||
Weighted Average Exercise Price, ending balance | [1] | $ 1.91 | $ 1.35 | |||
Weighted Average Remaining Life, Outstanding balance | [1] | 4 years 11 months 23 days | ||||
Weighted Average Exercise Price, Granted | 5 years 8 months 16 days | |||||
Weighted Average Exercise Price, Forfeited | 4 years 7 months 13 days | |||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital - Summary of St_2
Share Capital - Summary of Stock Option Activity (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Share Capital - Schedule of Sto
Share Capital - Schedule of Stock Option Activity (Details) (10-K) - $ / shares | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Equity [Abstract] | ||||||
Number of Options, beginning balance | [1] | 1,106,711 | 838,947 | 168,421 | ||
Number of Options, Granted | [1] | 315,789 | 670,526 | |||
Number of Options, Exercised | [1] | 10,526 | ||||
Number of Options, Cancelled | [1] | 37,500 | ||||
Number of Options, ending balance | 6,979,361 | 1,106,711 | [1] | 838,947 | [1] | |
Weighted Average Exercise Price, beginning balance | [1] | $ 1.35 | $ 1.38 | $ 0.27 | ||
Weighted Average Exercise Price, Granted | [1] | 2.07 | 0.81 | |||
Weighted Average Exercise Price, Exercised | [1] | 1.83 | ||||
Weighted Average Exercise Price, Cancelled | [1] | 1.66 | ||||
Weighted Average Exercise Price, ending balance | $ 0.40 | $ 1.35 | [1] | $ 1.38 | [1] | |
Weighted Average Remaining Life, beginning balance | 4 years 9 months 22 days | [1] | 4 years 5 months 1 day | |||
Weighted Average Remaining Life, Granted | 5 years 5 months 1 day | 4 years 9 months 22 days | ||||
Weighted Average Remaining Life, ending balance | 4 years 11 months 23 days | 4 years 9 months 22 days | ||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital - Schedule of S_2
Share Capital - Schedule of Stock Option Activity (Details) (10-K) (Parenthetical) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Share Capital - Summary of Outs
Share Capital - Summary of Outstanding and Exercisable Stock Options (Details) | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2017$ / sharesshares | [1] | |||||||
Outstanding Options, Number | shares | 6,979,361 | 1,106,711 | [1] | 838,947 | [1] | 6,979,361 | 1,106,711 | [1] | 168,421 | ||||
Outstanding Options, Weighted Average Remaining Life (years) | 4 years 9 months 22 days | [1] | 4 years 5 months 1 day | ||||||||||
Outstanding Options, Weighted Average Exercise Price | $ 0.40 | $ 1.35 | [1] | $ 1.38 | [1] | $ 0.27 | |||||||
Exercisable Options, Number | shares | 5,231,715 | 743,421 | [1] | 5,231,715 | 743,421 | [1] | |||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.17 | |||||||||||
CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | $ 0.54 | $ 1.76 | [1] | ||||||||||
Reverse Split [Member] | |||||||||||||
Outstanding Options, Number | shares | [1] | 1,469,339 | 1,106,711 | 1,469,339 | 1,106,711 | ||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 11 months 23 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.91 | $ 1.35 | ||||||||||
Exercisable Options, Number | shares | 1,101,414 | [1] | 3,531,250 | 1,101,414 | [1] | 3,531,250 | |||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.46 | |||||||||||
Reverse Split [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | $ 2.55 | $ 0.37 | |||||||||||
Reverse Split [Member] | Stock Option One [Member] | |||||||||||||
Outstanding Options, Expiry Date | May 24, 2024 | ||||||||||||
Outstanding Options, Number | shares | [1] | 21,053 | 21,053 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 3 years 7 months 24 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.25 | |||||||||||
Exercisable Options, Number | shares | [1] | 21,053 | 21,053 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.25 | |||||||||||
Reverse Split [Member] | Stock Option One [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | |||||||||||
Reverse Split [Member] | Stock Option Two [Member] | |||||||||||||
Outstanding Options, Expiry Date | Jun. 1, 2024 | ||||||||||||
Outstanding Options, Number | shares | [1] | 168,421 | 168,421 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 3 years 8 months 2 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 0.27 | |||||||||||
Exercisable Options, Number | shares | [1] | 168,421 | 168,421 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 0.267 | |||||||||||
Reverse Split [Member] | Stock Option Two [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 0.36 | |||||||||||
Reverse Split [Member] | Stock Option Three [Member] | |||||||||||||
Outstanding Options, Expiry Date | Jun. 19, 2024 | ||||||||||||
Outstanding Options, Number | shares | [1] | 15,789 | 15,789 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 3 years 8 months 19 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.25 | |||||||||||
Exercisable Options, Number | shares | [1] | 15,789 | 15,789 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.25 | |||||||||||
Reverse Split [Member] | Stock Option Three [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | |||||||||||
Reverse Split [Member] | Stock Option Four [Member] | |||||||||||||
Outstanding Options, Expiry Date | Oct. 24, 2024 | ||||||||||||
Outstanding Options, Number | shares | [1] | 10,526 | 10,526 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 26 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.25 | |||||||||||
Exercisable Options, Number | shares | [1] | 10,526 | 10,526 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.25 | |||||||||||
Reverse Split [Member] | Stock Option Four [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | |||||||||||
Reverse Split [Member] | Stock Option Five [Member] | |||||||||||||
Outstanding Options, Expiry Date | Nov. 5, 2024 | ||||||||||||
Outstanding Options, Number | shares | [1] | 18,421 | 18,421 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 1 month 6 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.25 | |||||||||||
Exercisable Options, Number | shares | [1] | 18,421 | 18,421 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.25 | |||||||||||
Reverse Split [Member] | Stock Option Five [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | |||||||||||
Reverse Split [Member] | Stock Option Six [Member] | |||||||||||||
Outstanding Options, Expiry Date | Dec. 12, 2024 | ||||||||||||
Outstanding Options, Number | shares | [1] | 531,579 | 531,579 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 2 months 12 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.25 | |||||||||||
Exercisable Options, Number | shares | [1] | 531,579 | 531,579 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.25 | |||||||||||
Reverse Split [Member] | Stock Option Six [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | |||||||||||
Reverse Split [Member] | Stock Option Seven [Member] | |||||||||||||
Outstanding Options, Expiry Date | Apr. 30, 2025 | ||||||||||||
Outstanding Options, Number | shares | [1] | 63,158 | 63,158 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 6 months 29 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.78 | |||||||||||
Exercisable Options, Number | shares | [1] | 47,368 | 47,368 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.78 | |||||||||||
Reverse Split [Member] | Stock Option Seven [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 2.38 | |||||||||||
Reverse Split [Member] | Stock Option Eight [Member] | |||||||||||||
Outstanding Options, Expiry Date | Apr. 30, 2025 | ||||||||||||
Outstanding Options, Number | shares | [1] | 168,421 | 168,421 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 6 months 29 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.78 | |||||||||||
Exercisable Options, Number | shares | [1] | 126,316 | 126,316 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.78 | |||||||||||
Reverse Split [Member] | Stock Option Eight [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 2.38 | |||||||||||
Reverse Split [Member] | Stock Option Nine [Member] | |||||||||||||
Outstanding Options, Expiry Date | Jun. 10, 2025 | ||||||||||||
Outstanding Options, Number | shares | [1] | 42,105 | 42,105 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 8 months 12 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.78 | |||||||||||
Exercisable Options, Number | shares | [1] | 36,842 | 36,842 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.78 | |||||||||||
Reverse Split [Member] | Stock Option Nine [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 2.38 | |||||||||||
Reverse Split [Member] | Stock Option Ten [Member] | |||||||||||||
Outstanding Options, Expiry Date | Nov. 15, 2025 | ||||||||||||
Outstanding Options, Number | shares | [1] | 42,105 | 42,105 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 5 years 1 month 16 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 3.56 | |||||||||||
Exercisable Options, Number | shares | [1] | 26,316 | 26,316 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 3.56 | |||||||||||
Reverse Split [Member] | Stock Option Ten [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 4.75 | |||||||||||
Reverse Split [Member] | Stock Option Eleven [Member] | |||||||||||||
Outstanding Options, Expiry Date | Jan. 31, 2026 | ||||||||||||
Outstanding Options, Number | shares | [1] | 38,947 | 38,947 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 5 years 4 months 2 days | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 3.56 | |||||||||||
Exercisable Options, Number | shares | [1] | 11,579 | 11,579 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 3.56 | |||||||||||
Reverse Split [Member] | Stock Option Eleven [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 4.75 | |||||||||||
Reverse Split [Member] | Stock Option Twelve [Member] | |||||||||||||
Outstanding Options, Expiry Date | Jun. 30, 2026 | ||||||||||||
Outstanding Options, Number | shares | [1] | 348,813 | 348,813 | ||||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 5 years 9 months | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 3.56 | |||||||||||
Exercisable Options, Number | shares | [1] | 87,203 | 87,203 | ||||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 3.56 | |||||||||||
Reverse Split [Member] | Stock Option Twelve [Member] | CAD [Member] | |||||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 4.75 | |||||||||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital - Summary of Ou_2
Share Capital - Summary of Outstanding and Exercisable Stock Options (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Share Capital - Schedule of Out
Share Capital - Schedule of Outstanding and Exercisable Stock Options (Details) (10-K) | 12 Months Ended | ||||||||||
Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Sep. 30, 2020$ / sharesshares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2017$ / sharesshares | [1] | |||||
Outstanding Options, Number | shares | 1,106,711 | [1] | 838,947 | [1] | 6,979,361 | 6,979,361 | 1,106,711 | [1] | 168,421 | ||
Outstanding Options, Weighted Average Remaining Life (years) | 4 years 9 months 22 days | [1] | 4 years 5 months 1 day | ||||||||
Outstanding Options, Weighted Average Exercise Price | $ 1.35 | [1] | $ 1.38 | [1] | $ 0.40 | $ 0.27 | |||||
Exercisable Options, Number | shares | 743,421 | [1] | 5,231,715 | 5,231,715 | 743,421 | [1] | |||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.17 | |||||||||
CAD [Member] | |||||||||||
Outstanding Options, Weighted Average Exercise Price | $ 0.54 | $ 1.76 | [1] | ||||||||
Stock Option [Member] | |||||||||||
Outstanding Options, Expiry Date | [1] | May 24, 2024 | |||||||||
Outstanding Options, Number | shares | [1] | 21,053 | 21,053 | ||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 4 months 24 days | |||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.28 | |||||||||
Exercisable Options, Number | shares | [1] | 21,053 | 21,053 | ||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.28 | |||||||||
Stock Option [Member] | CAD [Member] | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | |||||||||
Stock Option One [Member] | |||||||||||
Outstanding Options, Expiry Date | [1] | Jun. 1, 2024 | |||||||||
Outstanding Options, Number | shares | [1] | 168,421 | 168,421 | ||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 5 months 1 day | |||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 0.27 | |||||||||
Exercisable Options, Number | shares | [1] | 168,421 | 168,421 | ||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 0.274 | |||||||||
Stock Option One [Member] | CAD [Member] | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 0.36 | |||||||||
Stock Option Two [Member] | |||||||||||
Outstanding Options, Expiry Date | [1] | Jun. 19, 2024 | |||||||||
Outstanding Options, Number | shares | [1] | 15,789 | 15,789 | ||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 5 months 20 days | |||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.28 | |||||||||
Exercisable Options, Number | shares | [1] | 15,789 | 15,789 | ||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.28 | |||||||||
Stock Option Two [Member] | CAD [Member] | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | |||||||||
Stock Option Three [Member] | |||||||||||
Outstanding Options, Expiry Date | [1] | Oct. 24, 2024 | |||||||||
Outstanding Options, Number | shares | [1] | 10,526 | 10,526 | ||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 9 months 25 days | |||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.28 | |||||||||
Exercisable Options, Number | shares | [1] | 5,263 | 5,263 | ||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.28 | |||||||||
Stock Option Three [Member] | CAD [Member] | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | |||||||||
Stock Option Four [Member] | |||||||||||
Outstanding Options, Expiry Date | [1] | Nov. 5, 2024 | |||||||||
Outstanding Options, Number | shares | [1] | 21,053 | 21,053 | ||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 10 months 6 days | |||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.28 | |||||||||
Exercisable Options, Number | shares | [1] | 15,789 | 15,789 | ||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.28 | |||||||||
Stock Option Four [Member] | CAD [Member] | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | |||||||||
Stock Option Five [Member] | |||||||||||
Outstanding Options, Expiry Date | [1] | Dec. 12, 2024 | |||||||||
Outstanding Options, Number | shares | [1] | 554,079 | 554,079 | ||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 4 years 11 months 12 days | |||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.28 | |||||||||
Exercisable Options, Number | shares | [1] | 398,684 | 398,684 | ||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.28 | |||||||||
Stock Option Five [Member] | CAD [Member] | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.66 | |||||||||
Stock Option Six [Member] | |||||||||||
Outstanding Options, Expiry Date | [1] | Apr. 30, 2025 | |||||||||
Outstanding Options, Number | shares | [1] | 63,158 | 63,158 | ||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 5 years 3 months 29 days | |||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.83 | |||||||||
Exercisable Options, Number | shares | [1] | 23,684 | 23,684 | ||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.83 | |||||||||
Stock Option Six [Member] | CAD [Member] | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 2.38 | |||||||||
Stock Option Seven [Member] | |||||||||||
Outstanding Options, Expiry Date | [1] | Apr. 30, 2025 | |||||||||
Outstanding Options, Number | shares | [1] | 168,421 | 168,421 | ||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 5 years 3 months 29 days | |||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.83 | |||||||||
Exercisable Options, Number | shares | [1] | 63,158 | 63,158 | ||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.83 | |||||||||
Stock Option Seven [Member] | CAD [Member] | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 2.38 | |||||||||
Stock Option Eight [Member] | |||||||||||
Outstanding Options, Expiry Date | [1] | Jun. 10, 2025 | |||||||||
Outstanding Options, Number | shares | [1] | 42,105 | 42,105 | ||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 5 years 5 months 12 days | |||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 1.83 | |||||||||
Exercisable Options, Number | shares | [1] | 21,053 | 21,053 | ||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 1.83 | |||||||||
Stock Option Eight [Member] | CAD [Member] | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 2.38 | |||||||||
Stock Option Nine [Member] | |||||||||||
Outstanding Options, Expiry Date | [1] | Nov. 15, 2025 | |||||||||
Outstanding Options, Number | shares | [1] | 42,105 | 42,105 | ||||||||
Outstanding Options, Weighted Average Remaining Life (years) | [1] | 5 years 10 months 17 days | |||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 3.66 | |||||||||
Exercisable Options, Number | shares | [1] | 10,526 | 10,526 | ||||||||
Exercisable Options, Weighted Average Exercise Price | [1] | $ 3.66 | |||||||||
Stock Option Nine [Member] | CAD [Member] | |||||||||||
Outstanding Options, Weighted Average Exercise Price | [1] | $ 4.75 | |||||||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital - Schedule of O_2
Share Capital - Schedule of Outstanding and Exercisable Stock Options (Details) (10-K) (Parenthetical) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Share Capital - Summary of Weig
Share Capital - Summary of Weighted Average Assumptions (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Expected volatility | 79.60% | 79.60% | 79.60% |
Expected Term (in years) | 3 years 5 months 9 days | 4 years 7 months 2 days | 3 years 1 month 20 days |
Risk-free interest rate | 0.45% | 1.51% | 2.05% |
Fair value of options | $ 1.90 |
Share Capital - Schedule of Wei
Share Capital - Schedule of Weighted Average Assumptions (Details) (10-K) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Expected volatility | 79.60% | 79.60% | 79.60% |
Expected Term (in years) | 3 years 5 months 9 days | 4 years 7 months 2 days | 3 years 1 month 20 days |
Risk-free interest rate | 0.45% | 1.51% | 2.05% |
Fair value of options | $ 0.67 | $ 0.52 |
Share Capital - Summary of Ou_3
Share Capital - Summary of Outstanding Warrants (Details) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2020$ / sharesshares | Sep. 30, 2020$ / shares$ / sharesshares | Dec. 31, 2019$ / sharesshares | [1] | Dec. 31, 2019$ / shares$ / sharesshares | [1] | Dec. 31, 2018$ / sharesshares | [1] | Dec. 31, 2018$ / shares$ / sharesshares | [1] | Sep. 30, 2020$ / sharesshares | [1] | Dec. 31, 2019$ / sharesshares | [1] | Dec. 31, 2018$ / sharesshares | [1] | |||
Number of warrants, outstanding | shares | 3,398,997 | [1] | 3,398,997 | [1] | 3,398,997 | 3,398,997 | 688,721 | 688,721 | 3,398,997 | 3,398,997 | 688,721 | |||||||
Weighted average exercise price, Granted | ||||||||||||||||||
Weighted average exercise price, Cancelled | ||||||||||||||||||
Weighted average exercise price, outstanding | $ 5.77 | [1] | $ 5.77 | [1] | $ 5.93 | $ 5.93 | 1.80 | $ 1.80 | ||||||||||
CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Granted | ||||||||||||||||||
Weighted average exercise price, Cancelled | (per share) | ||||||||||||||||||
Weighted average exercise price, outstanding | $ 7.70 | $ 7.70 | $ 2.34 | |||||||||||||||
Warrant One [Member] | ||||||||||||||||||
Number of warrants, Granted | shares | 63,158 | [1] | 63,158 | [1] | ||||||||||||||
Weighted average exercise price, Granted | $ 1.78 | [1] | ||||||||||||||||
Expiry Date | Aug. 24, 2021 | Aug. 24, 2021 | ||||||||||||||||
Warrant One [Member] | CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Granted | $ 2.38 | [1] | ||||||||||||||||
Warrant Two [Member] | ||||||||||||||||||
Number of warrants, Granted | shares | 63,158 | [1] | 63,158 | [1] | ||||||||||||||
Weighted average exercise price, Granted | $ 1.78 | [1] | ||||||||||||||||
Expiry Date | Oct. 15, 2021 | Oct. 15, 2021 | ||||||||||||||||
Warrant Two [Member] | CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Granted | $ 2.38 | [1] | ||||||||||||||||
Warrant Three [Member] | ||||||||||||||||||
Number of warrants, Granted | shares | 528,721 | [1] | 528,721 | [1] | ||||||||||||||
Weighted average exercise price, Granted | $ 1.78 | [1] | ||||||||||||||||
Expiry Date | Dec. 21, 2021 | Dec. 21, 2021 | ||||||||||||||||
Warrant Three [Member] | CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Granted | $ 2.38 | [1] | ||||||||||||||||
Warrant Four [Member] | ||||||||||||||||||
Number of warrants, Granted | shares | 33,684 | [1] | 33,684 | [1] | ||||||||||||||
Weighted average exercise price, Granted | $ 1.25 | [1] | ||||||||||||||||
Expiry Date | Dec. 21, 2021 | Dec. 21, 2021 | ||||||||||||||||
Warrant Four [Member] | CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Granted | $ 1.66 | [1] | ||||||||||||||||
Warrant Five [Member] | ||||||||||||||||||
Number of warrants, Granted | shares | 210,526 | [1] | 210,526 | [1] | ||||||||||||||
Weighted average exercise price, Granted | $ 1.78 | [1] | ||||||||||||||||
Expiry Date | Jan. 16, 2022 | Jan. 16, 2022 | ||||||||||||||||
Warrant Five [Member] | CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Granted | $ 2.38 | [1] | ||||||||||||||||
Warrant Six [Member] | ||||||||||||||||||
Number of warrants, Granted | shares | 16,842 | [1] | 16,842 | [1] | ||||||||||||||
Weighted average exercise price, Granted | $ 1.25 | [1] | ||||||||||||||||
Expiry Date | Jan. 21, 2022 | Jan. 21, 2022 | ||||||||||||||||
Warrant Six [Member] | CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Granted | $ 1.66 | [1] | ||||||||||||||||
Warrant Seven [Member] | ||||||||||||||||||
Number of warrants, Granted | shares | 1,563,806 | [1] | 1,563,806 | [1] | ||||||||||||||
Weighted average exercise price, Granted | $ 7.12 | [1] | ||||||||||||||||
Expiry Date | May 2, 2024 | May 2, 2024 | ||||||||||||||||
Warrant Seven [Member] | CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Granted | $ 9.50 | [1] | ||||||||||||||||
Warrant Eight [Member] | ||||||||||||||||||
Number of warrants, Granted | shares | 986,068 | [1] | 986,068 | [1] | ||||||||||||||
Weighted average exercise price, Granted | $ 7.12 | [1] | ||||||||||||||||
Expiry Date | May 10, 2024 | May 10, 2024 | ||||||||||||||||
Warrant Eight [Member] | CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Granted | $ 9.50 | [1] | ||||||||||||||||
Warrant Nine [Member] | ||||||||||||||||||
Number of warrants, Cancelled | shares | (63,158) | [1] | (63,158) | [1] | ||||||||||||||
Weighted average exercise price, Cancelled | $ 1.78 | [1] | ||||||||||||||||
Expiry Date | May 10, 2024 | May 10, 2024 | ||||||||||||||||
Warrant Nine [Member] | CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Cancelled | $ 2.38 | [1] | ||||||||||||||||
Warrant Ten [Member] | ||||||||||||||||||
Number of warrants, Granted | shares | 1,453 | [1] | 1,453 | [1] | ||||||||||||||
Weighted average exercise price, Granted | $ 7.12 | [1] | ||||||||||||||||
Expiry Date | May 10, 2024 | May 10, 2024 | ||||||||||||||||
Warrant Ten [Member] | CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Granted | $ 9.50 | [1] | ||||||||||||||||
Warrant Eleven [Member] | ||||||||||||||||||
Number of warrants, Cancelled | shares | (5,263) | [1] | (5,263) | [1] | ||||||||||||||
Weighted average exercise price, Cancelled | $ 7.12 | [1] | ||||||||||||||||
Expiry Date | May 10, 2024 | May 10, 2024 | ||||||||||||||||
Warrant Eleven [Member] | CAD [Member] | ||||||||||||||||||
Weighted average exercise price, Cancelled | $ 9.50 | [1] | ||||||||||||||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital - Summary of Ou_4
Share Capital - Summary of Outstanding Warrants (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Share Capital - Schedule of O_3
Share Capital - Schedule of Outstanding Warrants (Details) (10-K) | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2020$ / sharesshares | [1] | Sep. 30, 2020$ / sharesshares | [1] | Dec. 31, 2019$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018$ / sharesshares | |||||
Number of warrants, beginning balance | shares | 3,398,997 | 3,398,997 | 688,721 | [1] | 688,721 | [1] | ||||||
Number of warrants, ending balance | shares | 3,398,997 | 3,398,997 | 3,398,997 | [1] | 3,398,997 | [1] | 688,721 | [1] | 688,721 | [1] | ||
Weighted average exercise price, beginning balance | $ 5.93 | $ 1.80 | [1] | |||||||||
Weighted average exercise price, Granted | [1] | [1] | ||||||||||
Weighted average exercise price, Cancelled | [1] | [1] | ||||||||||
Weighted average exercise price, ending balance | $ 5.77 | $ 5.93 | [1] | 1.80 | [1] | |||||||
CAD [Member] | ||||||||||||
Weighted average exercise price, beginning balance | $ 7.70 | $ 2.34 | [1] | |||||||||
Weighted average exercise price, Granted | [1] | [1] | ||||||||||
Weighted average exercise price, Cancelled | (per share) | [1] | [1] | ||||||||||
Weighted average exercise price, ending balance | $ 7.70 | $ 7.70 | [1] | $ 2.34 | [1] | |||||||
Granted During Quarter 3, 2018 [Member | ||||||||||||
Number of warrants, Granted | shares | 63,158 | [1] | 63,158 | [1] | ||||||||
Weighted average exercise price, Granted | $ 1.83 | [1] | ||||||||||
Expiry Date | Aug. 24, 2021 | Aug. 24, 2021 | ||||||||||
Granted During Quarter 3, 2018 [Member | CAD [Member] | ||||||||||||
Weighted average exercise price, Granted | $ 2.38 | [1] | ||||||||||
Granted During Quarter 4, 2018 [Member | ||||||||||||
Number of warrants, Granted | shares | 63,158 | [1] | 63,158 | [1] | ||||||||
Weighted average exercise price, Granted | $ 1.83 | [1] | ||||||||||
Expiry Date | Oct. 15, 2021 | Oct. 15, 2021 | ||||||||||
Granted During Quarter 4, 2018 [Member | CAD [Member] | ||||||||||||
Weighted average exercise price, Granted | $ 2.38 | [1] | ||||||||||
Granted During Quarter 4, 2018 One [Member | ||||||||||||
Number of warrants, Granted | shares | 528,721 | [1] | 528,721 | [1] | ||||||||
Weighted average exercise price, Granted | $ 1.83 | [1] | ||||||||||
Expiry Date | Dec. 21, 2021 | Dec. 21, 2021 | ||||||||||
Granted During Quarter 4, 2018 One [Member | CAD [Member] | ||||||||||||
Weighted average exercise price, Granted | $ 2.38 | [1] | ||||||||||
Granted During Quarter 4, 2018 Two [Member | ||||||||||||
Number of warrants, Granted | shares | 33,684 | [1] | 33,684 | [1] | ||||||||
Weighted average exercise price, Granted | $ 1.28 | [1] | ||||||||||
Expiry Date | Dec. 21, 2021 | Dec. 21, 2021 | ||||||||||
Granted During Quarter 4, 2018 Two [Member | CAD [Member] | ||||||||||||
Weighted average exercise price, Granted | $ 1.66 | [1] | ||||||||||
Granted During Quarter 1, 2019 [Member | ||||||||||||
Number of warrants, Granted | shares | 210,526 | [1] | 210,526 | [1] | ||||||||
Weighted average exercise price, Granted | $ 1.83 | [1] | ||||||||||
Expiry Date | Jan. 16, 2022 | Jan. 16, 2022 | ||||||||||
Granted During Quarter 1, 2019 [Member | CAD [Member] | ||||||||||||
Weighted average exercise price, Granted | $ 2.38 | [1] | ||||||||||
Granted During Quarter 1, 2019 One [Member | ||||||||||||
Number of warrants, Granted | shares | 16,842 | [1] | 16,842 | [1] | ||||||||
Weighted average exercise price, Granted | $ 1.28 | [1] | ||||||||||
Expiry Date | Jan. 21, 2022 | Jan. 21, 2022 | ||||||||||
Granted During Quarter 1, 2019 One [Member | CAD [Member] | ||||||||||||
Weighted average exercise price, Granted | $ 1.66 | [1] | ||||||||||
Granted During Quarter 2, 2019 [Member | ||||||||||||
Number of warrants, Granted | shares | 1,563,806 | [1] | 1,563,806 | [1] | ||||||||
Weighted average exercise price, Granted | $ 7.31 | [1] | ||||||||||
Expiry Date | May 2, 2024 | May 2, 2024 | ||||||||||
Granted During Quarter 2, 2019 [Member | CAD [Member] | ||||||||||||
Weighted average exercise price, Granted | $ 9.50 | [1] | ||||||||||
Granted During Quarter 2, 2019 One [Member | ||||||||||||
Number of warrants, Granted | shares | 986,068 | [1] | 986,068 | [1] | ||||||||
Weighted average exercise price, Granted | $ 7.31 | [1] | ||||||||||
Expiry Date | May 10, 2024 | May 10, 2024 | ||||||||||
Granted During Quarter 2, 2019 One [Member | CAD [Member] | ||||||||||||
Weighted average exercise price, Granted | $ 9.50 | [1] | ||||||||||
Cancelled During Quarter 2, 2019 [Member | ||||||||||||
Number of warrants, Cancelled | shares | (63,158) | [1] | (63,158) | [1] | ||||||||
Weighted average exercise price, Cancelled | $ 1.83 | [1] | ||||||||||
Expiry Date | May 10, 2024 | May 10, 2024 | ||||||||||
Cancelled During Quarter 2, 2019 [Member | CAD [Member] | ||||||||||||
Weighted average exercise price, Cancelled | $ 2.38 | [1] | ||||||||||
Granted During Quarter 3, 2019 [Member | ||||||||||||
Number of warrants, Granted | shares | 1,453 | [1] | 1,453 | [1] | ||||||||
Weighted average exercise price, Granted | $ 7.31 | [1] | ||||||||||
Expiry Date | May 10, 2024 | May 10, 2024 | ||||||||||
Granted During Quarter 3, 2019 [Member | CAD [Member] | ||||||||||||
Weighted average exercise price, Granted | $ 9.50 | [1] | ||||||||||
Cancelled During Quarter 3, 2019 [Member | ||||||||||||
Number of warrants, Cancelled | shares | (5,263) | [1] | (5,263) | [1] | ||||||||
Weighted average exercise price, Cancelled | $ 7.31 | [1] | ||||||||||
Expiry Date | May 10, 2024 | May 10, 2024 | ||||||||||
Cancelled During Quarter 3, 2019 [Member | CAD [Member] | ||||||||||||
Weighted average exercise price, Cancelled | $ 9.50 | [1] | ||||||||||
[1] | reflects the 1:4.75 reverse stock split effected on November 29, 2020. |
Share Capital - Schedule of O_4
Share Capital - Schedule of Outstanding Warrants (Details) (10-K) (Parenthetical) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||||
Reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split | 1:4.75 reverse stock split |
Long Term Loan (Details Narrati
Long Term Loan (Details Narrative) | 9 Months Ended | |||
Sep. 30, 2020CAD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020CAD ($) | Dec. 31, 2019USD ($) | |
Debt principal amount | ||||
Loan Agreement [Member] | Alterna Bank [Member] | ||||
Debt principal amount | $ 29,351 | |||
Debt, maturity date | Dec. 31, 2022 | |||
Debt, forgiveness percentage | 25.00% | |||
Debt instrument, interest rate | 5.00% | 5.00% | ||
Debt instrument, description | The extended term i.e. January 31, 2023 to December 31, 2025. | |||
Loan Agreement [Member] | Alterna Bank [Member] | CAD [Member] | ||||
Debt principal amount | $ 40,000 | |||
Debt instrument, forgiveness | $ 10,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Non-capital losses | $ 6,800,000 | $ 2,000,000 |
Income tax expiration date description | Expire between 2038 and 2039 | |
Net operating losses | $ 91,550 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Examinations (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Domestic operations - Canada | $ (5,027,596) | $ (2,744,792) |
Foreign operations - United States | (91,550) | |
Total loss before taxes | $ (5,119,146) | $ (2,744,792) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Loss before taxes | $ (5,119,146) | $ (2,744,792) |
Statutory tax rate | 27.00% | 27.00% |
Income taxes at the statutory rate | $ (1,382,170) | $ (741,094) |
Stock-based compensation | 108,505 | 56,247 |
Share issue costs | (223,439) | (12,371) |
Write-down of shares issued in R&D expense | 132,843 | |
Others | (58,416) | 27,847 |
Total | (1,555,520) | (536,528) |
Valuation Allowance | 1,555,520 | 536,528 |
Total income tax expense (benefit) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Tax provision at statutory rates | 27.00% | 27.00% |
Stock based compensation | (2.00%) | (2.00%) |
Share issue costs | 4.00% | 1.00% |
Write-down of shares issued in R&D expense | 0.00% | (5.00%) |
Others | 1.00% | (1.00%) |
Valuation allowance | (30.00%) | (20.00%) |
Effective income tax rate |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Unused tax losses carry forward - Canada and United States | $ 1,903,392 | $ 527,169 |
Share issue costs - Canada | 186,874 | 9,793 |
Property and equipment - Canada | 1,782 | (434) |
Total deferred tax assets | 2,092,048 | 536,528 |
Deferred tax asset not recognized | ||
Total deferred tax assets | 2,092,048 | 536,528 |
Total deferred tax liability | ||
Valuation Allowance | (2,092,048) | (536,528) |
Net deferred tax assets (liabilities) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Nov. 10, 2019shares | Nov. 02, 2019shares | May 10, 2019shares | May 02, 2019shares | Apr. 30, 2019USD ($) | Sep. 30, 2020USD ($)shares | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | May 01, 2019CAD ($) | Apr. 30, 2019CAD ($) | Dec. 31, 2018USD ($) |
Share issued during period, shares | shares | 48,791 | 86,739 | 38,974 | 73,853 | |||||||
Loan amount | |||||||||||
Officers and Directors [Member] | |||||||||||
Due to related parties | $ 12,403 | ||||||||||
David Welch [Member] | |||||||||||
Due to related parties | $ 34,092 | 76,275 | |||||||||
Share issued during period, shares | shares | 62,500 | ||||||||||
Ingo Mueller, CEO [Member] | |||||||||||
Loan amount | $ 18,625 | ||||||||||
Debt instrument, interest rate | 2.00% | 2.00% | |||||||||
Debt, maturity date | Aug. 9, 2019 | ||||||||||
Ingo Mueller, CEO [Member] | CAD [Member] | |||||||||||
Loan amount | $ 25,000 | ||||||||||
For Management Services [Member] | First Liberty Corp. [Member] | |||||||||||
Due to related parties | 17,271 | ||||||||||
For Consulting Services [Member] | BC Ltd [Member] | |||||||||||
Due to related parties | 8,862 | $ 19,561 | |||||||||
For Investor Services Relations [Member] | Arni Johannson [Member] | 12 Months Consulting Agreement [Member] | |||||||||||
Due to related parties | 89,962 | ||||||||||
For Investor Services Relations [Member] | Arni Johannson [Member] | CAD [Member] | 12 Months Consulting Agreement [Member] | |||||||||||
Due to related parties | $ 10,000 | ||||||||||
Accounts Payable and Accrued Liabilities [Member] | |||||||||||
Due to related parties | $ 35,093 | $ 19,758 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Rent [Member] | |||
Due to officers and directors | $ 2,315 | ||
Share Issue Costs [Member] | |||
Due to officers and directors | 12,403 | 38,638 | |
Accounts Payable and Accrued Liabilities [Member] | |||
Due to officers and directors | $ 35,093 | $ 19,758 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||||
Accounting fees (included in professional) | $ 15,084 | $ 76,275 | $ 75,923 | $ 68,405 |
Consulting fees | 86,518 | 90,436 | 89,720 | |
Total | $ 15,084 | $ 162,793 | $ 166,359 | $ 158,125 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Related Party Transactions (Details) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||||
Accounting fees (included in professional) | $ 15,084 | $ 76,275 | $ 75,923 | $ 68,405 |
Consulting fees | 86,518 | 90,436 | 89,720 | |
Total | $ 15,084 | $ 162,793 | $ 166,359 | $ 158,125 |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) | May 10, 2019USD ($)$ / shares | May 10, 2019CAD ($) | Mar. 21, 2019CAD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 10, 2020$ / shares | May 10, 2020$ / shares | May 02, 2020$ / shares | May 02, 2020$ / shares | May 10, 2019CAD ($)$ / shares | Mar. 21, 2019USD ($) | Mar. 21, 2019CAD ($)$ / shares |
Gross proceeds from issuance of shares | $ | $ 7,940,076 | $ 7,939,528 | $ 1,721,339 | |||||||||||
Gross proceeds from convertible debt | $ | $ 372,634 | 372,634 | ||||||||||||
Debt outstanding | $ | ||||||||||||||
Convertible Debentures [Member] | ||||||||||||||
Convertible debenture | $ | $ 372,634 | |||||||||||||
Shares issued price per share | $ 3.56 | |||||||||||||
Debt conversion amount | $ | $ 105,263 | |||||||||||||
Convertible Debentures One [Member] | ||||||||||||||
Shares issued price per share | $ 3.56 | |||||||||||||
Debt conversion amount | $ | $ 1,453 | |||||||||||||
Reverse Split [Member] | ||||||||||||||
Shares issued price per share | $ 3.42 | $ 3.37 | ||||||||||||
Gross proceeds from issuance of shares | $ | $ 1,688,225 | |||||||||||||
Reverse Split [Member] | Convertible Debentures [Member] | ||||||||||||||
Shares issued price per share | $ 0.75 | |||||||||||||
Debt conversion amount | $ | $ 500,000 | |||||||||||||
Reverse Split [Member] | Convertible Debentures One [Member] | ||||||||||||||
Shares issued price per share | $ 0.75 | |||||||||||||
Debt conversion amount | $ | $ 6,904 | |||||||||||||
CAD [Member] | ||||||||||||||
Debt conversion price per share | $ 9.50 | |||||||||||||
CAD [Member] | Maximum [Member] | ||||||||||||||
Gross proceeds from convertible debt | $ | $ 5,000,000 | |||||||||||||
CAD [Member] | Convertible Debentures [Member] | ||||||||||||||
Convertible debenture | $ | $ 500,000 | |||||||||||||
Shares issued price per share | $ 4.75 | |||||||||||||
CAD [Member] | Convertible Debentures One [Member] | ||||||||||||||
Shares issued price per share | 4.75 | |||||||||||||
CAD [Member] | Reverse Split [Member] | ||||||||||||||
Shares issued price per share | $ 4.75 | $ 4.75 | ||||||||||||
Debt conversion price per share | $ 2 | |||||||||||||
CAD [Member] | Reverse Split [Member] | Convertible Debentures [Member] | ||||||||||||||
Shares issued price per share | 1 | |||||||||||||
CAD [Member] | Reverse Split [Member] | Convertible Debentures One [Member] | ||||||||||||||
Shares issued price per share | $ 1 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Unsecured subordinated convertible | $ | $ 374,083 | |||||||||||||
Debt interest rate | 12.00% | 12.00% | ||||||||||||
Debt maturity date | Mar. 21, 2024 | |||||||||||||
Preferred stock description | Additionally, the principal amount of the debenture along with any accrued but unpaid interest will automatically convert into units upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. March 21, 2024. | |||||||||||||
Private Placement [Member] | CAD [Member] | ||||||||||||||
Unsecured subordinated convertible | $ | $ 500,000 | |||||||||||||
Convertible debenture | $ | $ 1,000 | |||||||||||||
Shares issued price per share | $ 4.75 | |||||||||||||
Private Placement [Member] | CAD [Member] | Minimum [Member] | ||||||||||||||
Gross proceeds from issuance of shares | $ | $ 5,000,000 | |||||||||||||
Private Placement [Member] | CAD [Member] | Convertible Debentures [Member] | ||||||||||||||
Debt conversion price per share | 4.75 | |||||||||||||
Private Placement [Member] | CAD [Member] | Reverse Split [Member] | ||||||||||||||
Shares issued price per share | 1 | |||||||||||||
Private Placement [Member] | CAD [Member] | Reverse Split [Member] | Convertible Debentures [Member] | ||||||||||||||
Debt conversion price per share | $ 1 |
Convertible Debentures (Detai_2
Convertible Debentures (Details Narrative) (10-K) | May 10, 2019USD ($)$ / shares | May 10, 2019CAD ($) | Mar. 21, 2019CAD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 10, 2020$ / shares | May 10, 2020$ / shares | May 02, 2020$ / shares | May 02, 2020$ / shares | May 10, 2019CAD ($)$ / shares | Mar. 21, 2019USD ($) | Mar. 21, 2019CAD ($)$ / shares |
Gross proceeds from issuance of shares | $ | $ 7,940,076 | $ 7,939,528 | $ 1,721,339 | |||||||||||
Gross proceeds from convertible debt | $ | $ 372,634 | 372,634 | ||||||||||||
Debt outstanding | $ | ||||||||||||||
Convertible Debentures [Member] | ||||||||||||||
Convertible debenture | $ | $ 372,634 | |||||||||||||
Shares issued price per share | $ 3.56 | |||||||||||||
Debt conversion amount | $ | $ 105,263 | |||||||||||||
Convertible Debentures One [Member] | ||||||||||||||
Shares issued price per share | $ 3.56 | |||||||||||||
Debt conversion amount | $ | $ 1,453 | |||||||||||||
Reverse Split [Member] | ||||||||||||||
Shares issued price per share | $ 3.42 | $ 3.37 | ||||||||||||
Gross proceeds from issuance of shares | $ | $ 1,688,225 | |||||||||||||
Reverse Split [Member] | Convertible Debentures [Member] | ||||||||||||||
Shares issued price per share | $ 0.75 | |||||||||||||
Debt conversion amount | $ | $ 500,000 | |||||||||||||
Reverse Split [Member] | Convertible Debentures One [Member] | ||||||||||||||
Shares issued price per share | $ 0.75 | |||||||||||||
Debt conversion amount | $ | $ 6,904 | |||||||||||||
CAD [Member] | ||||||||||||||
Debt conversion price per share | $ 9.50 | |||||||||||||
CAD [Member] | Maximum [Member] | ||||||||||||||
Gross proceeds from convertible debt | $ | $ 5,000,000 | |||||||||||||
CAD [Member] | Convertible Debentures [Member] | ||||||||||||||
Convertible debenture | $ | $ 500,000 | |||||||||||||
Shares issued price per share | $ 4.75 | |||||||||||||
CAD [Member] | Convertible Debentures One [Member] | ||||||||||||||
Shares issued price per share | 4.75 | |||||||||||||
CAD [Member] | Reverse Split [Member] | ||||||||||||||
Shares issued price per share | $ 4.75 | $ 4.75 | ||||||||||||
Debt conversion price per share | $ 2 | |||||||||||||
CAD [Member] | Reverse Split [Member] | Convertible Debentures [Member] | ||||||||||||||
Shares issued price per share | 1 | |||||||||||||
CAD [Member] | Reverse Split [Member] | Convertible Debentures One [Member] | ||||||||||||||
Shares issued price per share | $ 1 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Unsecured subordinated convertible | $ | $ 374,083 | |||||||||||||
Debt interest rate | 12.00% | 12.00% | ||||||||||||
Debt maturity date | Mar. 21, 2024 | |||||||||||||
Preferred stock description | Additionally, the principal amount of the debenture along with any accrued but unpaid interest will automatically convert into units upon the earlier of (i) the Company issuing Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds of at least CAD $5,000,000; (ii) the occurrence of a Liquidity Event; or (iii) at the Maturity Date i.e. March 21, 2024. | |||||||||||||
Private Placement [Member] | CAD [Member] | ||||||||||||||
Unsecured subordinated convertible | $ | $ 500,000 | |||||||||||||
Convertible debenture | $ | $ 1,000 | |||||||||||||
Shares issued price per share | $ 4.75 | |||||||||||||
Private Placement [Member] | CAD [Member] | Minimum [Member] | ||||||||||||||
Gross proceeds from issuance of shares | $ | $ 5,000,000 | |||||||||||||
Private Placement [Member] | CAD [Member] | Convertible Debentures [Member] | ||||||||||||||
Debt conversion price per share | 4.75 | |||||||||||||
Private Placement [Member] | CAD [Member] | Reverse Split [Member] | ||||||||||||||
Shares issued price per share | 1 | |||||||||||||
Private Placement [Member] | CAD [Member] | Reverse Split [Member] | Convertible Debentures [Member] | ||||||||||||||
Debt conversion price per share | $ 1 |
Research and Development (Detai
Research and Development (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development [Abstract] | ||||
Research and development costs | $ 114,352 | $ 970,281 | $ 1,111,562 | $ 881,435 |
Research and Development (Det_2
Research and Development (Details Narrative) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development [Abstract] | ||||
Research and development costs | $ 114,352 | $ 970,281 | $ 1,111,562 | $ 881,435 |
Research and Development - Sche
Research and Development - Schedule of Research and Development Costs (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development [Abstract] | ||||
Architectural fees | $ 20,396 | $ 341,709 | $ 388,033 | $ 57,042 |
Engineering consultants | 16,804 | 211,770 | 233,109 | 81,354 |
Design and construction | 3,692 | 320,953 | 371,117 | 216,272 |
Product development | 73,460 | 95,849 | 119,303 | 10,257 |
Research and development costs | $ 114,352 | $ 970,281 | $ 1,111,562 | $ 881,435 |
Research and Development - Sc_2
Research and Development - Schedule of Research and Development Costs (Details) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development [Abstract] | ||||
Architectural fees | $ 20,396 | $ 341,709 | $ 388,033 | $ 57,042 |
Engineering consultants | 16,804 | 211,770 | 233,109 | 81,354 |
Design and construction | 3,692 | 320,953 | 371,117 | 216,272 |
Product development | 73,460 | 95,849 | 119,303 | 10,257 |
Impairment of IP technology and related expenses | 516,510 | |||
Research and development costs | $ 114,352 | $ 970,281 | $ 1,111,562 | $ 881,435 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Sep. 02, 2020 | Jun. 16, 2020CAD ($) | Jun. 02, 2020 | May 15, 2019CAD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Accrued expense payable | $ | $ 569,471 | $ 417,302 | $ 70,493 | |||||
Reverse Split [Member] | ||||||||
Shares issued for services | 96,029 | 236,051 | 1,162,577 | 4,800,000 | ||||
Technology and Attendant Intellectual Property Rights [Member] | Common Class A Shares [Member] | ||||||||
Shares issued as consideration for purchase of asset | 25,000,000 | |||||||
Technology and Attendant Intellectual Property Rights [Member] | Reverse Split [Member] | Common Class A Shares [Member] | ||||||||
Shares issued as consideration for purchase of asset | 5,263,158 | |||||||
Consulting Services [Member] | Common Class A Shares [Member] | ||||||||
Shares issued for services | 500,000 | |||||||
Consulting Services [Member] | Reverse Split [Member] | Common Class A Shares [Member] | ||||||||
Shares issued for services | 105,263 | |||||||
Engagement Agreement [Member] | Underwriter [Member] | ||||||||
Proceeds from sale of equity and equity derivatives | $ | $ 35,000,000 | |||||||
Percentage of underwriting discount on gross proceeds | 8.00% | |||||||
Engagement Agreement [Member] | Underwriter [Member] | Over-Allotment Option [Member] | ||||||||
Percentage of additional shares to be sold | 15.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | ||||||||
Percentage of shares issued as consideration | 2.00% | 1.00% | ||||||
Percentage of transaction fee payable in cash | 5.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | Public Equity Placement [Member] | ||||||||
Percentage of financing fee payable in cash | 8.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | Private Placement [Member] | ||||||||
Percentage of financing fee payable in cash | 9.00% | |||||||
Financial Advisory Agreement [Member] | Underwriter [Member] | Debt Placement [Member] | ||||||||
Percentage of financing fee payable in cash | 7.00% | |||||||
Licensing [Member] | HydroHaus Horticulture Inc [Member] | ||||||||
Loss contingency | $ | $ 130,000 | |||||||
Accrued expense payable | $ | $ 100,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) (10-K) | May 15, 2019CAD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Accrued expense payable | $ | $ 569,471 | $ 417,302 | $ 70,493 | ||
HydroHaus Horticulture Inc [Member] | Licensing [Member] | |||||
Loss contingency | $ | $ 130,000 | ||||
Accrued expense payable | $ | $ 100,000 | ||||
Common Class A Shares [Member] | Consulting Services [Member] | |||||
Shares issued for services | 500,000 | ||||
Reverse Split [Member] | |||||
Shares issued for services | 96,029 | 236,051 | 1,162,577 | 4,800,000 | |
Reverse Split [Member] | Common Class A Shares [Member] | Consulting Services [Member] | |||||
Shares issued for services | 105,263 | ||||
Technology and Attendant Intellectual Property Rights [Member] | Common Class A Shares [Member] | |||||
Shares issued as consideration for purchase of asset | 25,000,000 | ||||
Technology and Attendant Intellectual Property Rights [Member] | Reverse Split [Member] | Common Class A Shares [Member] | |||||
Shares issued as consideration for purchase of asset | 5,263,158 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Contractual Commitments (Details) - Equipment Lease [Member] | Sep. 30, 2020USD ($) | Sep. 30, 2020CAD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019CAD ($) |
2020 | $ 880 | |||
2021 | 1,759 | |||
2022 | $ 880 | $ 1,846 | ||
CAD [Member] | ||||
2020 | $ 1,199 | |||
2021 | 2,397 | |||
2022 | $ 1,199 | $ 2,397 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule Contractual Commitments (Details) (10-K) | Sep. 30, 2020USD ($) | Sep. 30, 2020CAD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019CAD ($) |
Consulting [Member] | ||||
2020 | $ 12,993 | |||
Consulting [Member] | CAD [Member] | ||||
2020 | $ 16,875 | |||
Office and Equipment Lease [Member] | ||||
2020 | 38,750 | |||
Office and Equipment Lease [Member] | CAD [Member] | ||||
2020 | 50,328 | |||
Equipment Lease [Member] | ||||
2020 | $ 1,759 | |||
2021 | $ 880 | 1,846 | ||
2022 | $ 923 | |||
Equipment Lease [Member] | CAD [Member] | ||||
2020 | $ 2,397 | |||
2021 | $ 1,199 | 2,397 | ||
2022 | $ 1,199 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Dec. 16, 2020$ / sharesshares | Nov. 10, 2020$ / sharesshares | Nov. 02, 2020$ / sharesshares | Nov. 02, 2020$ / sharesshares | Sep. 30, 2020shares | Dec. 31, 2019shares | May 10, 2019$ / shares | May 02, 2019$ / shares | Dec. 31, 2018shares |
Common stock, shares issued | shares | 7,936,767 | 7,705,208 | 12,339,262 | ||||||
CAD [Member] | |||||||||
Exercise price of warrants | $ 9.50 | $ 9.50 | |||||||
Reverse Split [Member] | CAD [Member] | |||||||||
Exercise price of warrants | $ 2 | $ 2 | |||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||
Number of warrants exercised | shares | 1,734,285 | ||||||||
Subsequent Event [Member] | Warrant [Member] | CAD [Member] | |||||||||
Exercise price of warrants | $ 0.50 | ||||||||
Subsequent Event [Member] | Warrant [Member] | Reverse Split [Member] | |||||||||
Number of warrants exercised | shares | 365,113 | ||||||||
Subsequent Event [Member] | Warrant [Member] | Reverse Split [Member] | CAD [Member] | |||||||||
Exercise price of warrants | $ 2.38 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Common stock, shares issued | shares | 48,791 | 86,739 | 86,739 | ||||||
Common stock, share per value | $ 3.66 | $ 3.56 | |||||||
Subsequent Event [Member] | Common Stock [Member] | CAD [Member] | |||||||||
Common stock, share per value | (per share) | $ 4.75 | $ 4.75 | |||||||
Subsequent Event [Member] | Common Stock [Member] | Reverse Split [Member] | |||||||||
Common stock, shares issued | shares | 231,758 | 412,008 | 412,008 | ||||||
Common stock, share per value | $ .77 | $ .75 | |||||||
Subsequent Event [Member] | Common Stock [Member] | Reverse Split [Member] | CAD [Member] | |||||||||
Common stock, share per value | $ 1 | $ 1 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) - Subsequent Event [Member] - COVID 19 [Member] | Jan. 02, 2020CAD ($) |
Debt instrument maturity date | Dec. 31, 2022 |
Debt instrument interest rate | 5.00% |
Extended maturity date | January 31, 2023 to December 31, 2025 |
CAD [Member] | |
Proceeds from loan | $ 40,000 |