NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2020 (Unaudited)
(Expressed
in US dollars)
1.
NATURE OF OPERATIONS
Biotricity
Inc. (formerly MetaSolutions, Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on August
29, 2012. iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the laws of the Province of
Ontario, Canada and became a wholly-owned subsidiary of Biotricity through reverse take-over.
Both
the Company and iMedical are engaged in research and development activities within the remote monitoring segment of preventative
care. They are focused on a realizable healthcare business model that has an existing market and commercialization pathway. As
such, its efforts to date have been devoted in building technology that enables access to this market through the development
of a tangible product.
2.
BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange
Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting principles for complete financial statements and
should be read in conjunction with Biotricity’s audited consolidated financial statements for the years ended March
31, 2020 and 2019 and their accompanying notes.
The
accompanying unaudited condensed consolidated financial statements are expressed in United States dollars (“USD”).
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation
of financial position and results of operations for the interim periods presented have been reflected herein. Operating results
for the interim periods presented herein are not necessarily indicative of the results that may be expected for the year ending
March 31, 2021. The Company’s fiscal year-end is March 31.
The
unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant
intercompany accounts and transactions have been eliminated.
Liquidity
and Basis of Presentation
The Company is an emerging growth entity that
is in the early stages of commercializing its first product and is concurrently in development mode, operating a research and
development program in order to develop, obtain regulatory approval for, and commercialize other proposed products. The Company
has incurred recurring losses from operations, and as at September 30, 2020, has an accumulated deficit of $52,914,182
and a working capital deficiency of $5,276,690. The Company launched its first commercial sales program as part of a limited
market release, during the year ended March 31, 2019, using an experienced professional in-house sales team. A full market release
ensued during the year ended March 31, 2020. Management anticipates the Company will attain profitable status and improve its
liquidity through continued business development and after additional equity or debt capitalization of the Company. The Company
has developed and continues to pursue sources of funding that management believes if successful would be sufficient to support
the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for
a period of one year from the date of these consolidated financial statements. The Company raised $3,030,620 in promissory
notes and short term loans during the year ended March 31, 2020. From December 2019 to June 2020, the Company also issued 8,045
Series A preferred shares, issuing 6,100 of these for cash proceeds of $6,100,000 and 1,945 of these were issued on conversion
of $1,945,000 of promissory notes and accrued interest. The Company has also received a Coronavirus relief loan for economic support
during COVID-19, including $1,570,900 received during the three months ended June 30, 2020 (see Note 6 – Federally Guaranteed
Loans). In July 2020, the Company launched a further private placement offering of convertible notes, which had raised
net cash proceeds of $2,905,760 as at September 30, 2020 (Note 5).
The
Company’s operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand,
cost estimates, its ability to continue to raise additional financing and the state of the general economic environment in which
the Company operates. There can be no assurance that these assumptions will prove to be accurate in all material respects, or
that the Company will be able to successfully execute its operating plan. In the absence of additional appropriate financing,
the Company may have to modify its operating plan or slow down the pace of development and commercialization of its proposed products.
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant
estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals and valuation of derivatives,
convertible promissory notes, stock options, and assumptions used in the going concern assessment. Actual results could differ
from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings
in the period in which they become known.
Earnings
(Loss) Per Share
The
Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)
Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings
per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities
that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect
is anti-dilutive. There were no potentially dilutive shares outstanding as at September 30, 2020 and 2019.
Fair
Value of Financial Instruments
ASC
820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements
of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity
to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes
three levels of inputs that may be used to measure fair value:
●
Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.
●
Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.
●
Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring
management’s best estimate of what market participants would use as fair value.
In
instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy,
the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input
that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular
input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
Fair
value estimates discussed herein are based upon certain market assumptions and pertinent information available to management.
The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term
nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts
receivable, deposits and other receivables, convertible promissory notes, and accounts payable and accrued liabilities. The Company’s
cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 3, respectively.
The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit
risk.
Leases
The
Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in
the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet.
Right-of-use
(“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations
represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on
the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term
of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis
over the lease term in our consolidated statement of income. The Company determines the lease term by agreement with lessor. As
our lease do not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the
information available at commencement date in determining the present value of future payments. Refer to Note 10 for further discussion.
Government
loan
Loans
that were received from the federal government, which contain certain operating conditions and with terms of over twelve months,
are recorded by the Company as long term liabilities.
Convertible
Promissory Notes Payable and Derivative Instruments
The
Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements
effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in
the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in
fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in
accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from
their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception
to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company
accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which
qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible
securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic
value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment
date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements
are amortized over the term of the related debt.
Recently
Issued Accounting Pronouncements
In
June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses
on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes
the impairment model for most financial assets and will require the use of an “expected loss” model for instruments
measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such
instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation
of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities
must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective
for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the
new guidance effectively on April 1, 2020. The Company identified and updated existing internal controls and procedures to ensure
compliance with the new guidance, but such modifications were not deemed to be material to the Company’s overall system
of internal control. While the adoption of this ASU did not have a material impact on the Company’s consolidated financial
statements, it required changes to the Company’s process of estimating expected credit losses on trade receivables.
In
July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections. This ASU amends various SEC paragraphs pursuant
to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442,
Investment Company Reporting Modernization. One of the changes in the ASU requires a presentation of changes in stockholders’
equity in the form of a reconciliation, either as a separate financial statement or in the notes to the financial statements,
for the current and comparative year-to-date interim periods. The Company presented changes in stockholders’ equity as separate
financial statements for the current and comparative year-to-date interim periods beginning on April 1, 2019. The additional elements
of the ASU did not have a material impact on the Company’s consolidated financial statements.
In
November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. On June
16, 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement
of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets
measured at amortized cost basis. That model replaces the probable, incurred loss model for those assets. Through the amendments
in that Update, the Board added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments
to the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. ASU
2019-11 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that this
guidance will have on its consolidated financial statements and related disclosures.
In
December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which
simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain
aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning
after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain
amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impacts
of the provisions of ASU 2019-12 on its financial condition, results of operations, and cash flows.
In
March 2020, the FASB issued ASU No. 2030-20 Codification Improvements to Financial Instruments, An Amendment of the FASB Accounting
Standards Codification: a)in ASU No. 2016-01, b) in Subtopic 820-10, c) for depository and lending institutions clarification
in disclosure requirements, d) in Subtopic 470-50, e) in Subtopic 820-10, f) Interaction of Topic 842 and Topic 326, g) Interaction
of the guidance in Topic 326 and Subtopic 860-20.The amendments in this Update represent changes to clarify or improve the Codification.
The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications.
For public business entities updates under the following paragraphs: a), b), d) and e) are effective upon issuance of this final
update. The effective date for c) is for fiscal years beginning after December 15, 2019, including interim periods within those
fiscal years. The Company does not expect that the new guidance will significantly impact its consolidated financial statements.
The
Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our
business processes, controls and systems.
4.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
|
As at
September 30, 2020
$
|
|
|
As at
March 31, 2020
$
|
|
Accounts payable
|
|
|
1,294,694
|
|
|
|
1,094,072
|
|
Accrued liabilities
|
|
|
683,404
|
|
|
|
427,617
|
|
|
|
|
1,978,098
|
|
|
|
1,521,689
|
|
Accounts
payable as at September 30, 2020, and March 31, 2020 include 404,666 and 379,881, respectively, due to a shareholder and executive
of the Company, primarily as a result of that individual’s role as an employee. These amounts are unsecured, non-interest
bearing and payable on demand. As at September 30, 2020, included in accrued liabilities, dividend payable was $232,544 (March
31, 2020 - $77,927).
5.
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS
During the three months ended September 30,
2020, the Company issued $3,302,000 in a new series of convertible promissory notes (the “Notes”) sold
under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest
at 12% per annum. The Notes will automatically convert into common stock (in each case, subject to the trading volume of the
Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding
the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities
exchange, in which event the conversion price will be equal to 75% of the volume weighted average price of the common stock for
the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing
for gross proceeds of greater than $5,000,000, in which event the conversion price will be equal to 75% of the price per share
of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in
such financing. The Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest.
The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants
have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price
of the Company’s common shares at the time final closing. The Company is obligated to pay the placement agent of
the Notes a 12% cash fee. Net proceeds to the Company from convertible note issuances to September 30, 2020 amounted to
$2,905,760 after payment of the placement agent fee. The Company is also obligated to issue warrants to the placement agent
that have a 10-year term and cover 12% of funds raised, with an exercise price that is 120% of the 20-day volume weighted
average price of the Company’s common shares at the time final closing. Both the noteholder and placement agent warrants
will not be issued until final closing, since their exercise price is variable and will not be struck until that date. The
Company determined that the conversion and redemption features, investor warrants and placement agent warrants contained in those
Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815.
The Company accounted for these obligations by determining the fair value of the related derivative liability associated
with the embedded conversion and redemption features, as well as investor warrants and placement agent warrants. The initial
fair value of the derivative liabilities was $2,590,317 (Note 7). The Company recognized debt issuance cost in the amount of $893,336
and treated this as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt
issuance cost over the term of the Notes. The Company recognized initial debt discount in amount of $2,093,190 and accreted the
interest over the remaining lives of those Notes. For the three months ended September 30, 2020, the Company recorded amortization
of debt issuance cost in the amount of $129,563, interest accretion for the debt discount in the amount of $215,540 as well as
$84,676 interest accruals for those Notes. In connection with the foregoing, the Company relied upon the exemption from registration
provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.
|
|
Total
|
|
|
|
$
|
|
Face value of convertible notes issued
|
|
|
3,302,000
|
|
Debt discount
|
|
|
(2,093,190
|
)
|
Debt issuance cost
|
|
|
(893,366.00
|
)
|
Day 1 value of convertible notes issued
|
|
|
315,444
|
|
|
|
|
|
|
Accretion of debt discount during three months ended September 30,
2020
|
|
|
215,540
|
|
Amortization of debt issuance cost during three
months ended September 30, 2020
|
|
|
129,563
|
|
Total accretion and amortization expenses
|
|
|
345,103
|
|
|
|
|
|
|
Balance as at September 30, 2020
|
|
|
660,547
|
|
As at September 30, 2020, the Company also
had promissory notes issued in prior years outstanding of $566,623 (March 31, 2020 – $916,301). During the six months ended
September 30, 2020, one noteholder converted a $100,000 note and $15,000 accrued interest into 115 Series A preferred shares (Note
7), the Company repaid $96,913 to another noteholder, and the Company repaid $152,765 to another noteholder; in the latter case,
that noteholder further paid $67,941 to exercise warrants previously held to subscribe to 97,500 shares of the Company’s
common stock that will be issued subsequent to the period ended September 30, 2020 (Note 8). The promissory notes generally have
a term of 1-year term, at interest rates of between 10%, and 12% with allowance for the Company to repay early, and the possibility
to convert into equity on the basis of mutual consent. Management has evaluated the terms of these notes issued in prior years
in accordance with the guidance provided by ASC 470 and ASC 815 and concluded that there is no derivative or beneficial conversion
feature attached to these notes.
During the three months ended September
30, 2020, the Company raised short term loan in amount of $44,000. As at September 30, 2020, the Company had short term loan outstanding
of $1,196,001 (March 31, 2020 – $1,152,001).
General and administrative expenses include interest expense on
the above debt instruments of $109,699 and $37,456 for the three months ended September 30, 2020 and 2019, respectively.
6.
FEDERALLY GUARANTEED LOANS
Economic
Injury Disaster Loan (“EIDL”)
In
April 2020, the Company received $370,900 from the U.S. Small Business Administration (SBA) under the captioned program. The loan
has a term of 30 years and an interest rate of 3.75%, without the requirement for payment in its first 12 months. The Company
may prepay the loan without penalty at will.
Payment
Protection Program (“PPP”) Loan
In
May 2020, Biotricity received loan proceeds of $1.2 million (the “PPP Loan”) under the Paycheck Protection Program
established by the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) administered by the U.S. Small
Business Administration (“SBA”). The unsecured PPL Loan is evidenced by a promissory note (the “Note”),
between the Company and the lending financial institution (the “Lender”). The Note has a two-year term, bears interest
at the rate of 1.0% per annum, and may be prepaid at any time without payment of any premium. No payments of principal or interest
are due during the six-month period beginning on the date of the Note (the “Deferral Period”). The principal and accrued
interest under the Note is forgivable under certain specified circumstances if the Company uses the PPP Loan proceeds for eligible
purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP requirements. In order to obtain forgiveness
of the PPP Loan, the Company must submit a request and provide satisfactory documentation regarding its compliance with applicable
requirements. The Company must repay any unforgiven principal amount of the Note, with interest, on a monthly basis following
the Deferral Period. The Company intends to use the PPP Loan for qualifying expenses, though no assurance is provided that the
Company will obtain forgiveness of the PPP Loan in whole or in part.
7. DERIVATIVE LIABILITIES
On
December 19, 2019 and January 9, 2020, the Company issued 7,830 Series A preferred shares; 6,000 of these were issued for cash
proceeds of $6,000,000 and 1,830 of these were issued on conversion of $1,830,000 of promissory notes that had previously been
issued for cash proceeds in October 2019. On May 22, 2020, another 215 Series A preferred shares were issued as a result of a
combined transaction that included the conversion of $100,000 in promissory notes and $15,000 in accrued interest for 115 preferred
shares (Note 5), as well as a purchase of 100 preferred shares for cash proceeds of $100,000.
The
Company analyzed the compound features of variable conversion and redemption embedded in the preferred shares, for potential derivative
accounting treatment on the basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments
and Hedging Activities), Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined
that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying
equity instrument, treated as a derivative liability, and measured at fair value.
|
|
Total
|
|
|
|
$
|
|
Derivative liabilities as at March 31, 2019
|
|
|
-
|
|
Derivative fair value at issuance
|
|
|
1,083,952
|
|
Change in fair value of derivatives
|
|
|
60,781
|
|
Derivative liabilities as at March 31, 2020
|
|
$
|
1,144,733
|
|
Derivative fair value at issuance
|
|
|
41,749
|
|
Change in fair value of derivatives for the three months ended June 30, 2020
|
|
|
(204,142
|
)
|
Change in fair value of derivatives for the three months ended September 30, 2020
|
|
|
(178,988
|
)
|
Derivative liabilities related to preferred shares as at September
30, 2020
|
|
$
|
803,352
|
|
The
lattice methodology was used to value the derivative components embedded in the preferred shares, using the following assumptions:
|
|
Assumptions
|
|
Dividend yield
|
|
|
12
|
%
|
Risk-free rate for term
|
|
|
0.62%
– 1.14
|
%
|
Volatility
|
|
|
120.8%
– 127.4
|
%
|
Remaining terms (Years)
|
|
|
0.01
– 1.0
|
|
Stock price ($ per share)
|
|
$
|
0.650 – $1.367
|
|
For the three months ended September 30,
2020, pursuant to issuing $3,302,000 in convertible notes (Note 5) that have embedded conversion rights, redemption features
and variable-priced investor warrants and placement agent warrants, the Company analyzed the compound features
of variable conversion and redemption embedded in the convertible notes, for potential derivative accounting treatment on the
basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities),
Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that the embedded derivatives
should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying note, treated as a derivative
liability, and measured at fair value.
|
|
Total
|
|
|
|
$
|
|
Derivative liabilities as at March 31, 2020
|
|
$
|
-
|
|
Derivative fair value at issuance
|
|
|
2,590,317
|
|
Change in fair value of derivative liabilities during the three months ended September
30, 2020
|
|
|
(50,349
|
)
|
Derivative liabilities related to the convertible
notes as at September 30, 2020
|
|
$
|
2,539,968
|
|
The
lattice methodology was used to value the derivative components embedded in the convertible notes, using the following range of
assumptions:
|
|
Assumptions
|
|
Dividend yield
|
|
|
12
|
%
|
Risk-free rate for term
|
|
|
0.62%
– 1.14
|
%
|
Volatility
|
|
|
110.5%
– 129.8
|
%
|
Remaining terms (Years)
|
|
|
0.01
– 1.0
|
|
Stock price ($ per share)
|
|
$
|
1.11 – $1.56
|
|
8.
STOCKHOLDERS’ DEFICIENCY
a)
Authorized stock
As
at September 30, 2020, the Company is authorized to issue 125,000,000 (March 31, 2020 – 125,000,000) shares of common stock
($0.001 par value) and 10,000,000 (March 31, 2020 – 10,000,000) shares of preferred stock ($0.001 par value).
At
September 30, 2020, there were 33,647,809 (March 31, 2020 – 32,593,769) shares of common stock issued and outstanding.
Additionally, at September 30, 2020, there were 3,608,522 (March 31, 2020 – 3,788,062) outstanding exchangeable shares.
There is currently one share of the Special Voting Preferred Stock issued and outstanding, held by one holder of record, which
is the Trustee in accordance with the terms of the Trust Agreement. The Company has also issued a Series A preferred stock, $0.001
par value; 20,000 shares have been designated as authorized (as at September 30 and March 31, 2020); 8,045 and 7,830 preferred
shares were issued and outstanding as at September 30 and March 31, 2020, respectively.
b)
Exchange Agreement
On
February 2, 2016, the Company was formed through reverse-take-over:
|
●
|
The
Company issued approximately 1.197 shares of its common stock in exchange for each common share of iMedical held by the iMedical
shareholders who in general terms, are not residents of Canada (for the purposes of the Income Tax Act (Canada). Accordingly,
the Company issued 13,376,947 shares;
|
|
●
|
Shareholders
of iMedical who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) received approximately
1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of iMedical held. Accordingly, the
Company issued 9,123,031 Exchangeable Shares;
|
|
●
|
Each
outstanding option to purchase common shares in iMedical (whether vested or unvested) was exchanged, without any further action
or consideration on the part of the holder of such option, for approximately 1.197 economically equivalent replacement options
with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately
1.197:1;
|
|
●
|
Each
outstanding warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such that it
entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each warrant, with an inverse
adjustment to the exercise price of the warrants to reflect the exchange ratio of approximately 1.197:1
|
|
●
|
Each
outstanding advisor warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such
that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each advisor warrant,
with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1;
and
|
|
●
|
The
outstanding 11% secured convertible promissory notes of iMedical were adjusted, in accordance with the adjustment provisions
thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force
the conversion of) the convertible promissory notes into shares of the common stock of the Company at a 25% discount to purchase
price per share in Biotricity’s next offering.
|
Issuance
of common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained
above represents recapitalization of capital retroactively adjusting the accounting acquirer’s legal capital to reflect
the legal capital of the accounting acquiree.
c)
Share issuances
Share
issuances during the year ended March 31, 2020
On
December 19, 2019, the Company issued 6,000 shares of Series A preferred stock in a private placement for gross proceeds of $6,000,000
(Note 7). The shares are convertible into common stock of the Company at a conversion price equal to the greater of $0.001 or
a 15% discount to the 5-day volume weighted price at the time of conversion. The conversion rights commence 24 months after issuance,
but conversion is limited to 5% of the aggregate purchase price of the holder on a monthly basis thereafter. Alternatively, the
shares are convertible into common stock at a 15% discount to any qualified future common stock financing conducted by the Company.
The Company may redeem the shares after 1 year for 110% of the purchase price plus accrued dividends. The preferred stock bears
a dividend rate of 12% per annum. On January 9, 2020, the Company issued a further 1,830 of Series A preferred stock with same
terms on conversion of $1,830,000 of promissory notes that had previously been issued for cash proceeds in 2019 (see Note 7).
During the year ended March 31, 2020, the Company accrued dividends in amount of $257,927 and made a payment in amount of
$180,000.
In
May and July 2019, the Company issued 47,585 shares of common stock under a registered offering outstanding in the previous fiscal
year, which raised proceeds of $28,565.
During
the year ended March 31, 2019, the Company issued a total of 972,950 shares of common stock and recognized its obligations to
issue a total of 178,750 shares of common stock to various consultants and advisors, with a cumulative fair value of $666,129
and $169,490, respectively, or $835,619 in total; these costs were recognized as general and administrative and research and development
expenses, as applicable, in the statement of operations, with corresponding credit to common stock, shares to be issued, and additional
paid-in-capital, respectively.
During
the year ended March 31, 2020, the Company also issued an aggregate of 525,023 shares of its common stock to investors as part
of the one-for-one exchange of previously issued exchangeable shares into the Company’s Common Stock, which is a non-cash
transaction. No options or warrants were exercised during this period.
Share
issuances during the three and six months ended September 30, 2020
During
the three months ended September 30, 2020, the Company issued an aggregate of 83,500 shares, pursuant to existing obligations
related to services rendered by consultants and advisors. Total fair value of these common shares, in the amount of $132,766,
was determined by using the market date price on the date of issuance, recorded in general and administrative expenses and
research and development expenses with corresponding credit to common stock and additional paid in capital.
During
the six months ended September 30, 2020, the Company issued an aggregate of 874,500 shares, fair valued at $1,343,816.
d)
Shares to be issued
As
of September 30, 2020, the Company has recognized its contractual obligations to issue a total of 412,500 shares of common
stock to advisors. The fair value of these shares amounted to $400,591 and has been expensed to general and administrative
and research and development expenses in the consolidated statements of operations, with a corresponding credit to additional
paid-in-capital. A further 97,500 shares were to be issued after September 30, 2020, in order to complete the exercise
of shares which was paid for prior to September 30, 2020 (Note 5). The fair value of shares to be issued was determined
by using the market price of the common stock as at the date of issuance.
e)
Warrant issuances and exercises
Warrant
issuances during the year ended March 31, 2020
During
the year ended March 31, 2020, the Company issued 1,021,430 warrants, respectively, as compensation for advisor and consultant
services and certain promissory noteholders, which were fair valued at $277,053. Warrants issued to advisors and consultants were
expensed in general and administrative expenses and amounted to $184,637, for the year ended March 31, 2020. Warrants issued to
promissory notes holders were credited to additional paid-in capital in amount of $92,416. Their fair value has been estimated
using a multi-nomial lattice model with an expected life of 2 to 3 years, risk free rates of 0.22% to 1.71%, stock price of $0.52
to $0.974 and expected volatility of 114.3% to 132.2%.
Warrant
issuances during the three and six months ended September 30, 2020
During the three months ended June 30,
2020, the Company issued 50,000 warrants as compensation for advisor and consultant services, which were fair valued at $38,411
and expensed in general and administrative expenses and research and development expenses, with a corresponding credit to additional
paid in capital. Their fair value has been estimated using a multi-nomial lattice model with an expected life of 3 years, a risk
free rate ranging from 0.259% to 0.692%, stock price in range of $0.970 to $1.367 and expected volatility of 125.4% to 131.90%.
During the three months ended June 30, 2020, the Company also expensed in general and administrative expenses and research and
development expenses, an amount of $6,972, related to warrants issued in prior periods that vested in the current period.
During the three months ended September 30,
2020, the Company issued 72,917 warrants as compensation for advisor and consultant services, which were fair valued at $48,110
and expensed in general and administrative expenses and research and development expenses, with a corresponding credit
to additional paid in capital. Their fair value has been estimated using a multi-nomial lattice model with an expected life up
to 6 years, a risk free rate ranging from 0.167% to 0.640%, stock price of $1.11 and expected volatility of
121.1% to 127.6%. During the three months ended September 30, 2020, the Company also expensed in general and administrative
expenses and research and development expenses, an amount of $6,972, for those warrants issued in prior periods that vested in
the current period.
Warrant
exercises
No
warrants were exercised during the fiscal year ended March 31, 2020. During the three and six months ended September 30, 2020,
97,500 warrants were exercised, with shares for this exercise accounted for as shares to be issued subsequent to September 30,
2020 (Note 5).
Warrant
issuances, exercises and expirations or cancellations during the three months ended September 30, 2020 and preceding periods resulted
in warrants outstanding at the end of those respective periods as follows:
|
|
Broker
Warrants
|
|
|
Consultant
Warrants
|
|
|
Warrants
Issued on
Conversion of
Convertible Notes
|
|
|
Private
Placement
Warrants
|
|
|
Total
|
|
As
at March 31, 2018
|
|
|
384,152
|
|
|
|
669,972
|
*
|
|
|
2,734,530
|
|
|
|
1,163,722
|
|
|
|
4,952,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
Exercised
|
|
|
(62,838
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(62,838
|
)
|
Less:
Expired/cancelled
|
|
|
-
|
|
|
|
(31,250
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(31,250
|
)
|
Add:
Issued
|
|
|
-
|
|
|
|
65,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
65,000
|
|
As
at June 30, 2018
|
|
|
321,314
|
|
|
|
703,722
|
*
|
|
|
2,734,530
|
|
|
|
1,163,722
|
|
|
|
4,923,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Less:
Expired/cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Add:
Issued
|
|
|
-
|
|
|
|
393,333
|
|
|
|
-
|
|
|
|
-
|
|
|
|
393,333
|
|
As
at September 30 2018
|
|
|
321,314
|
|
|
|
1,097,055
|
*
|
|
|
2,734,530
|
|
|
|
1,163,722
|
|
|
|
5,316,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Less:
Expired/cancelled
|
|
|
-
|
|
|
|
(126,250
|
)**
|
|
|
-
|
|
|
|
-
|
|
|
|
(126,250
|
)
|
Add:
Issued
|
|
|
-
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
50,000
|
|
As
at December 31, 2018
|
|
|
321,314
|
|
|
|
1,020,805
|
*
|
|
|
2,734,530
|
|
|
|
1,163,722
|
|
|
|
5,240,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Less:
Expired/cancelled
|
|
|
-
|
|
|
|
(184,916
|
)**
|
|
|
-
|
|
|
|
-
|
|
|
|
(184,916
|
)
|
Add:
Issued
|
|
|
-
|
|
|
|
341,268
|
|
|
|
-
|
|
|
|
-
|
|
|
|
341,268
|
|
As
at March 31, 2019
|
|
|
321,314
|
|
|
|
1,177,157
|
*
|
|
|
2,734,530
|
|
|
|
1,163,722
|
|
|
|
5,396,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(458,196
|
)
|
|
|
(458,196
|
)
|
Less:
Expired/cancelled
|
|
|
-
|
|
|
|
(5,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,000
|
)
|
Add:
Issued
|
|
|
-
|
|
|
|
83,750
|
|
|
|
-
|
|
|
|
-
|
|
|
|
83,750
|
|
As
at June 30, 2019
|
|
|
321,314
|
|
|
|
1,255,907
|
*
|
|
|
2,734,530
|
|
|
|
705,526
|
|
|
|
5,017,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Less:
Expired/cancelled
|
|
|
-
|
|
|
|
(10,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(10,000
|
)
|
Add:
Issued
|
|
|
-
|
|
|
|
311,350
|
|
|
|
-
|
|
|
|
-
|
|
|
|
311,350
|
|
As
at September 30, 2019
|
|
|
321,314
|
|
|
|
1,557,257
|
*
|
|
|
2,734,530
|
|
|
|
705,526
|
|
|
|
5,318,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Less:
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Less:
Expired/cancelled
|
|
|
-
|
|
|
|
(35,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(35,000
|
)
|
Add:
Issued
|
|
|
-
|
|
|
|
568,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
568,000
|
|
As
at December 31, 2019
|
|
|
321,314
|
|
|
|
2,090,257
|
*
|
|
|
2,734,530
|
|
|
|
705,526
|
|
|
|
5,851,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Less:
Expired/cancelled
|
|
|
-
|
|
|
|
(98,750
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(98,750
|
)
|
Add:
Issued
|
|
|
-
|
|
|
|
58,330
|
|
|
|
-
|
|
|
|
-
|
|
|
|
58,330
|
|
As
at March 31, 2020
|
|
|
321,314
|
|
|
|
2,049,837
|
*
|
|
|
2,734,530
|
|
|
|
705,526
|
|
|
|
5,811,207
|
|
Less:
Expired/cancelled
|
|
|
(128,676
|
)
|
|
|
(65,000
|
)
|
|
|
(911,510
|
)
|
|
|
(705,526
|
)
|
|
|
(1,810,712
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add:
Issued
|
|
|
-
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
50,000
|
|
As
at June 30, 2020
|
|
|
192,638
|
|
|
|
2,034,837
|
*
|
|
|
1,823,020
|
|
|
|
-
|
|
|
|
4,050,495
|
|
Less:
Exercised
|
|
|
-
|
|
|
|
(97,500
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(97,500
|
)
|
Less:
Expired/cancelled
|
|
|
-
|
|
|
|
(205,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(205,000
|
)
|
Add:
Issued
|
|
|
-
|
|
|
|
72,917
|
|
|
|
-
|
|
|
|
-
|
|
|
|
72,917
|
|
As
at September 30, 2020
|
|
|
192,638
|
|
|
|
1,805,254
|
*
|
|
|
1,823,020
|
|
|
|
-
|
|
|
|
3,820,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
Price
|
|
$
|
0.78-$3.00
|
|
|
$
|
0.48-$7.59
|
|
|
|
2.00
|
|
|
|
3.00
|
|
|
|
|
|
Expiration
Date
|
|
|
December
2021 to July 2022
|
|
|
|
October
2020 to June 2030
|
|
|
|
March
2021 to November 2022
|
|
|
|
not
applicable
|
|
|
|
|
|
*Consultant
Warrants include warrants issued to directors and officers of the Company who were not members of the Company’s options
plan at the time of issuance. As at September 30, 2020, Consultant Warrants include an aggregate of 688,806 warrants provided
to an officer of the Company as compensation while not a member of any Company options plan.
f)
Stock-based compensation
2015
Equity Incentive Plan
On
March 30, 2015, iMedical approved Directors, Officers and Employees Stock Option Plan, under which it authorized and issued 3,000,000
options. This plan was established to enable the Company to attract and retain the services of highly qualified and experience
directors, officers, employees and consultants and to give such person an interest in the success of the Company. As of March
31, 2018, and March 31, 2017, there were no outstanding vested options and 137,500 unvested options at an exercise price of $.0001
under this plan. These options now represent the right to purchase shares of the Company’s common stock using the same exchange
ratio of approximately 1.1969:1, thus there were 164,590 (35,907 had been cancelled) adjusted unvested options as at March 31,
2018. These remaining 164,590 options were exercised during the year ended March 31, 2019. No other grants will be made under
this plan.
The
following table summarizes the stock option activities of the Company:
|
|
Number of
options
|
|
|
Weighted
average exercise
price ($)
|
|
Granted
|
|
|
3,591,000
|
|
|
|
0.0001
|
|
Exercised
|
|
|
(3,390,503
|
)
|
|
|
0.0001
|
|
Outstanding as of December 31, 2015
|
|
|
200,497
|
|
|
|
0.0001
|
|
Cancelled during 2016
|
|
|
(35,907
|
)
|
|
|
0.0001
|
|
Outstanding as of March 31, 2018
|
|
|
164,590
|
|
|
|
0.0001
|
|
Exercised
|
|
|
(164,590
|
)
|
|
|
0.0001
|
|
Outstanding as of September 30, 2020 and March 31, 2019
|
|
|
-
|
|
|
|
|
|
The
fair value of options at the issuance date were determined at $2,257,953 which were fully expensed during the twelve months ended
December 31, 2015 based on vesting period and were included in general and administrative expenses with corresponding credit to
additional paid-in-capital. During the twelve months ended December 31, 2015, 3,390,503 (2,832,500 Pre-exchange Agreement) options
were exercised by those employees who met the vesting conditions; 50% of the grants either vest immediately or at the time of
U.S. Food and Drug Administration (FDA) filing date and 50% will vest upon Liquidity Trigger. Liquidity Trigger means the day
on which the board of directors resolve in favor of i) the Company is able to raise a certain level of financing; ii) a reverse
takeover transaction that results in the Company being a reporting issuer, and iii) initial public offering that results in the
Company being a reporting issuer.
2016
Equity Incentive Plan
On
February 2, 2016, the Board of Directors of the Company approved 2016 Equity Incentive Plan (the “Plan”). The purpose
of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward
persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the
Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted
stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based
awards.
The
Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however,
that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective
date. The maximum number of shares of stock that may be issued under the Plan shall be equal to 3,750,000 shares; provided that
the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any
further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date,
so the number of shares that may be issued is an amount no greater than 15% of the Company’s outstanding shares of stock
and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase
shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences
to the Company or any participant that would not otherwise result but for the increase.
During
July 2016, the Company granted an officer options to purchase an aggregate of 2,499,998 shares of common stock at an exercise
price of $2.20 subject to a 3 year vesting period, with the fair value of the options being expensed over a 3 year period. Two
additional employees were also granted 175,000 options to purchase shares of common stock at an exercise price of $2.24 with a
1 year vesting period, with the fair value of the options being expensed over a 1 year period. One additional employee was also
granted 35,000 options to purchase shares of common stock at an exercise price of $2.24 with a 2 year vesting period, with the
fair value of the options expensed over a 2 year period.
During
the year ended March 31, 2018, an additional 1,437,500 stock options were granted with a weighted average remaining contractual
life from 2.76 to 9.51 years.
During
the year ended March 31, 2019, an additional 270,521 stock options were granted with a weighted average remaining contractual
life from 2.76 to 9.51 years. During the year ended March 31, 2019, the Company recorded stock based compensation of $1,451,261
in connection with ESOP 2016 Plan under general and administrative expenses with corresponding credit to additional paid in capital.
Based
on the 2016 Option Plan, the Company is authorized to issue employee options with a 10-year term. On March 31, 2020, the Company’s
Board of Directors approved the amendment of certain prior options grants, issued to current employees, previously issued with
a 3-year term, such that the respective options issued under these agreements would have their term extended to 10 years. The
Company revalued these options use g a lattice model with an expected life of 10 years, risk free rates of 0.46% to 0.75%, stock
price of $0.974 and expected volatility of 132.2%, in order to recognize the additional expense associated with the longer term
and recognized a one-time charge of $1,600,515 in share-based compensation, with a corresponding adjustment to adjusted paid in
capital.
During
the year ended March 31, 2020, an additional 88,100 stock options were granted with a weighted average remaining contractual life
from 2.76 to 9.51 years. The Company recorded stock-based compensation of $2,408,713 in connection with ESOP 2016 Plan under general
and administrative expenses with corresponding credit to additional paid in capital.
During
the three and six months ended September 30, 2020, the Company granted 45,600 and 1,857,477 of options, respectively (the latter
included 1,400,000 options to an executive and director of the Company and an additional 367,647 options to another director).
Their fair value, has been estimated using a multi-nomial lattice model with an expected life of up to 10 years, a risk free rate
ranging from 0.17% to 0.692%, stock price in range of $0.970 to $1.367, and expected volatility of 121.9% to 131.90%.
The
following table summarizes the stock option activities of the Company:
|
|
Number of
options
|
|
|
Weighted
average exercise price ($)
|
|
Granted
|
|
|
4,147,498
|
|
|
|
3.2306
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Outstanding as of March 31, 2018
|
|
|
4,147,498
|
|
|
|
3.2306
|
|
Granted
|
|
|
270,521
|
|
|
|
1.8096
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Outstanding as of March 31, 2019
|
|
|
4,418,019
|
|
|
|
3.1436
|
|
Granted
|
|
|
88,100
|
|
|
|
0.7763
|
|
Expired
|
|
|
(112,509
|
)
|
|
|
2.723
|
|
Outstanding as of March 31, 2020
|
|
|
4,393,610
|
|
|
|
3.1069
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,857,477
|
|
|
|
1,1757
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Outstanding as of September 30, 2020
|
|
|
6,251,056
|
|
|
|
2.5331
|
|
During the three and six months ended
September 30, 2020, the Company recorded stock-based compensation of $235,874 and $468,393, in connection
with the 2016 equity incentive plan ($154,996 and $493,885 for the respective comparative periods ended September 30, 2019)
under general and administrative expenses with a corresponding credit to additional paid in capital.
The
fair value of each option granted is estimated at the time of grant using multi-nomial lattice model using the following assumptions:
|
|
2019
|
|
|
2017-2018
|
|
|
2016-2017
|
|
|
2015-2016
|
|
Exercise price ($)
|
|
|
2.00
|
|
|
|
1.24-7.59
|
|
|
|
2.00 – 2.58
|
|
|
|
0.0001
|
|
Risk free interest rate (%)
|
|
|
2.27 to 2.54
|
|
|
|
1.98-2.81
|
|
|
|
0.45 - 1.47
|
|
|
|
0.04 - 1.07
|
|
Expected term (Years)
|
|
|
3
|
|
|
|
3
|
|
|
|
1 - 3
|
|
|
|
10
|
|
Expected volatility (%)
|
|
|
112.5 -141.10
|
|
|
|
97.8-145.99
|
|
|
|
101 – 105
|
|
|
|
94
|
|
Expected dividend yield (%)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Fair value of option ($)
|
|
|
0.28
|
|
|
|
0.6
|
|
|
|
0.88
|
|
|
|
0.74
|
|
Expected forfeiture (attrition) rate (%)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00 – 5.00
|
|
|
|
5.00 - 20.00
|
|
9.
RELATED PARTY TRANSACTIONS AND BALANCES
The
Company’s transactions with parties that may be considered to be related parties were carried out on normal commercial
terms and in the course of the Company’s business, and are as follows:
|
|
Three Months
Ended
September 30, 2020
|
|
|
Three Months
Ended
September 30, 2019
|
|
|
Six Months
Ended
September 30, 2020
|
|
|
Six Months
Ended
September 30, 2019
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Salary and allowance*
|
|
|
149,250
|
|
|
|
144,139
|
|
|
|
299,750
|
|
|
|
279,191
|
|
Stock based compensation**
|
|
|
190,931
|
|
|
|
124,774
|
|
|
|
426,975
|
|
|
|
433,529
|
|
Total
|
|
|
340,181
|
|
|
|
268,913
|
|
|
|
726,725
|
|
|
|
712,720
|
|
The
above expenses were recorded under general and administrative expenses.
*
Salary and allowance include salary, car allowance, vacation pay, bonus, allowances and other compensation paid or payable to
a key executive and shareholder of the Company.
**
Stock based compensation represent the fair value of the options, warrants and equity incentive plans for a key executive and
shareholder of the Company.
10.
LEASE
The
Company has one operating lease primarily for office and administration.
The
Company adopted ASC 842 – Leases using the modified retrospective cumulative catch-up approach beginning on April 1, 2019.
Under this approach, the Company did not restate its comparative amounts and recognized a right-of-use asset equal to the present
value of the future lease payments. The Company elected to apply the practical expedient to only transition contracts which were
previously identified as leases and elected to not recognize right-of-use assets and lease obligations for leases of low value
assets.
When
measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate at April 1, 2019.
The weighted-average-rate applied is 10%.
|
|
$
|
|
Operating lease right-of-use asset - initial recognition
|
|
|
413,236
|
|
Amortization
|
|
|
(247,940
|
)
|
Balance at September 30, 2020
|
|
|
165,296
|
|
|
|
|
|
|
Operating lease obligation - initial recognition
|
|
|
413,236
|
|
Repayment and interest accretion
|
|
|
(245,042
|
)
|
Balance at September 30, 2020
|
|
|
168,194
|
|
|
|
|
|
|
Current portion of operating lease obligation
|
|
|
168,194
|
|
Noncurrent portion of operating lease obligation
|
|
|
-
|
|
The
operating lease expense was $54,168 and $109,468, respectively for the three and six months ended September 30, 2020, and was
included in the general and administrative expenses.
The
following table represents the contractual undiscounted cash flows for lease obligations as at September 30, 2020.
|
|
$
|
|
Less than one year
|
|
|
172,589
|
|
Beyond one year
|
|
|
-
|
|
Total undiscounted lease obligations
|
|
|
172,589
|
|
11.
CONTINGENCIES
There
are no claims against the company that were assessed as significant, which were outstanding as at September 30, 2020 and, consequently,
no provision for such has been recognized in the consolidated financial statements.
12.
SUBSEQUENT EVENTS
The
Company’s management has evaluated subsequent events up to November 13, 2020, the date the condensed consolidated financial
statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events:
From
October 9, 2020 to October 30, 2020, the Company entered into subscription agreements with accredited investors for
the sale to the investors of Notes in the aggregate principal amount of $765,000, in
further closings of its 12% convertible note offering to accredited investors, conducted through a placement agent.
In
October 2020, an exchangeable shareholder holding 389,004 exchangeable shares exchanged these for an equivalent number of common
shares of the Company. Also in October 2020, the Company issued 290,000 common shares as compensation for services provided by
contractors.