• Filing Date: 2019-06-14
  • Form Type: 10-K
  • Description: Annual report
v3.19.2
Document and Entity Information - USD ($)
12 Months Ended
Mar. 31, 2019
Jun. 09, 2019
Sep. 30, 2018
Document and Entity Information:      
Entity Registrant Name Nemaura Medical Inc.    
Document Type 10-K    
Document Period End Date Mar. 31, 2019    
Amendment Flag false    
Entity Central Index Key 0001602078    
Current Fiscal Year End Date --03-31    
Entity Common Stock, Shares Outstanding   207,989,304  
Entity Public Float     $ 151,532,841
Entity Filer Category Accelerated Filer    
Entity Emerging Growth Company true    
Entity Small Business true    
Entity Shell Company false    
Entity Ex Transition Period false    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Well-known Seasoned Issuer No    
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
v3.19.2
CONSOLIDATED BALANCE SHEETS - USD ($)
Mar. 31, 2019
Mar. 31, 2018
Current assets:    
Cash $ 3,740,664 $ 822,335
Fixed rate cash account 0 4,911,551
Prepaid expenses and other receivables 736,460 187,139
Accrued interest receivable 0 77,508
Inventory 38,036 0
Total current assets 4,515,160 5,998,533
Other assets:    
Property and equipment, net of accumulated depreciation 56,871 5,770
Intangible assets, net of accumulated amortization 191,684 251,099
Total Other Assets 248,555 256,869
Total assets 4,763,715 6,255,402
Current liabilities    
Accounts Payable 161,348 49,912
Liabilities due to related party 964,679 613,818
Other Liabilities and accrued expenses 107,759 77,414
Deferred revenue 65,175 70,165
Total current liabilities 1,298,961 811,309
Non-current portion of deferred revenue 1,237,850 1,333,128
Total liabilities 2,536,811 2,144,437
Stockholders' equity:    
Series A convertible preferred stock, $0.001 par value, 200,000 shares authorized; 0 and 137,324 outstanding at March 31, 2019 and March 31, 2018, respectively. 0 137
Common stock, $0.001 par value, 420,000,000 shares authorized and 207,655,916 shares issued and outstanding at March 31, 2019 (420,000,000 shares authorized and 67,676,000 shares issued and outstanding at March 31, 2018) 207,656 67,676
Additional paid in capital 15,785,015 13,056,859
Accumulated deficit (13,425,879) (8,973,082)
Accumulated other comprehensive loss (339,888) (40,625)
Total stockholders' equity 2,226,904 4,110,965
Total liabilities and stockholders' equity $ 4,763,715 $ 6,255,402
v3.19.2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2019
Mar. 31, 2018
Statement of Financial Position [Abstract]    
Preferred stock, par value per share $ 0.001 $ 0.001
Preferred stock, shares authorized 200,000 200,000
Preferred stock, shares outstanding 0 137,324
Common stock, par value per share $ 0.001 $ 0.001
Common stock, shares authorized 420,000,000 420,000,000
Common stock, shares issued 207,655,916 67,676,000
Common stock, shares outstanding 207,655,916 67,676,000
v3.19.2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Revenues      
Total revenues $ 0 $ 0 $ 0
Operating expenses:      
Research and development 2,296,668 993,833 1,034,605
General and administrative 2,180,056 915,132 516,661
Total operating expenses 4,476,724 1,908,965 1,551,266
Loss from operations (4,476,724) (1,908,965) (1,551,266)
Interest income 23,927 88,516 0
Net loss (4,452,797) (1,820,449) (1,551,266)
Other comprehensive income/ (loss)      
Foreign currency translation adjustment, net of tax (299,263) 564,914 (760,999)
Comprehensive loss $ (4,752,060) $ (1,255,535) $ (2,312,265)
Loss per share      
Basic and diluted $ (0.02) $ (0.01) $ (0.00)
Weighted average number of common shares outstanding 180,903,839 150,070,400 205,000,000
v3.19.2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
Common Stock
Convertible preferred stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Income
Total
Beginning Balance, Shares at Mar. 31, 2016 205,000,000          
Beginning Balance, Amount at Mar. 31, 2016 $ 205,000 $ 12,919,672 $ (5,601,367) $ 155,460 $ 7,678,765
Net loss (1,551,266) (1,551,266)
Other comprehensive income - foreign currency translation loss (760,999) (760,999)
Ending Balance, Shares at Mar. 31, 2017 205,000,000          
Ending Balance, Amount at Mar. 31, 2017 $ 205,000 12,919,672 (7,152,633) (605,539) 5,366,500
Cancellation of common stock and issue of convertible preferred stock, Shares (137,324,000)          
Cancellation of common stock and issue of convertible preferred stock, Amount $ (137,324) 137 137,187
Net loss (1,820,449) (1,820,449)
Other comprehensive income - foreign currency translation loss 564,914 564,914
Ending Balance, Shares at Mar. 31, 2018 67,676,000          
Ending Balance, Amount at Mar. 31, 2018 $ 67,676 137 13,056,859 (8,973,082) (40,625) 4,110,965
Conversion of preferred stock into common stock, Shares 137,324,000          
Conversion of preferred stock into common stock, Amount $ 137,324 (137) (137,187)
Issuance of stock - exercise of Invictus warrants, Shares 50,000          
Issuance of stock - exercise of Invictus warrants, Amount $ 50 450 500
Issuance of common shares under ATM financing net of offering costs, Shares 234,998          
Issuance of common shares under ATM financing net of offering costs, Amount $ 235 293,768 294,003
Issuance of common shares and warrants under public offering -net of offering costs,Shares 1,942,061          
Issuance of common shares and warrants under public offering -net of offering costs, Amount $ 1,942 1,689,499 1,691,441
Exercise of warrants under public offering, Shares 61,357          
Exercise of warrants under public offering, Amount $ 61 63,750 63,811
Underwriter purchase of option to purchase units 100 100
Restricted shares and warrants issued as stock-based compensation to investor relations and Management consultants, Shares 367,500          
Restricted shares and warrants issued as stock-based compensation to investor relations and Management consultants, Amount $ 368 514,957 515,325
Net loss (4,452,797) (4,452,797)
Other comprehensive income - foreign currency translation loss (299,263) (299,263)
Forgiveness of payable by a related party 302,819 302,819
Ending Balance, Shares at Mar. 31, 2019 207,655,916          
Ending Balance, Amount at Mar. 31, 2019 $ 207,656 $ 15,785,015 $ (13,425,879) $ (339,888) $ 2,226,904
v3.19.2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)
12 Months Ended
Mar. 31, 2019
USD ($)
Statement of Stockholders' Equity [Abstract]  
Issuance of common shares under ATM financing net of offering costs $ 161,102
Issuance of common shares and warrants under public offering -net of offering costs $ 328,302
v3.19.2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Cash Flows from Operating Activities:      
Net loss $ (4,452,797) $ (1,820,449) $ (1,551,266)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and Amortization 33,407 29,256 20,433
Stock Based Compensation 429,610 0 0
Other non-cash expenses 34,796 0 0
Changes in assets and liabilities:      
Prepaid expenses and other receivables (456,125) (138,859) 85,367
Accrued interest receivable 70,759 (73,441) 0
Increase in inventory (37,396) 0 0
Accounts payable 98,118 (31,247) 2,522
Liability due to related party 697,182 (162,644) 270,975
Other liabilities and accrued expenses 21,494 60,407 (20,859)
Net cash used in operating activities (3,560,952) (2,136,977) (1,192,828)
Cash Flows from Investing Activities:      
Capitalized patent costs (20,331) (45,260) (73,070)
Purchase of property and equipment (59,666) 0 (6,519)
Fixed rate savings account 4,483,852 1,994,475 (6,226,500)
Net cash provided by/ (used in) investing activities 4,403,855 1,949,215 (6,306,089)
Cash Flows from Financing Activities:      
Costs incurred in relation to ATM Financing (161,102) 0 0
Costs incurred in relation to public offering (328,302) 0 0
Gross proceeds from issuance of common stock in relation to ATM financing 455,105 0 0
Gross proceeds from public offering 2,019,743 0 0
Gross proceeds from warrant exercise 64,311 0 0
Gross proceeds from unit purchase option 100 0 0
Net cash provided by financing activities 2,049,855 0 0
Net increase/(decrease)/ in cash 2,892,758 (187,762) (7,498,917)
Effect of exchange rate changes on cash 25,571 98,738 (993,689)
Cash at beginning of year 822,335 911,359 9,403,965
Cash at end of year 3,740,664 822,335 911,359
Supplemental disclosure of non-cash financing activities:      
Conversion of Series A preferred stock to common stock 137,324 0 0
Prepayment of equity compensation 85,715 0 0
Forgiveness of payable from a related party $ 302,819 $ 0 $ 0
v3.19.2
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT'S PLANS
12 Months Ended
Mar. 31, 2019
Disclosure Text Block [Abstract]  
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT'S PLANS

NOTE 1 – ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS

Nemaura Medical Inc. (“Nemaura” or the “Company”), through its operating subsidiaries, performs medical device research and manufacturing of a continuous glucose monitoring system (“CGM”), named sugarBEAT. The sugarBEAT device is a non-invasive, wireless device for use by persons with Type I and Type II diabetes and may also be used to screen pre-diabetic patients. The sugarBEAT device extracts analytes, such as glucose, to the surface of the skin in a non-invasive manner where it is measured using unique sensors and interpreted using a unique algorithm.

 

Nemaura is a Nevada holding company organized in 2013. Nemaura owns one hundred percent (100%) of Region Green Limited, a British Virgin Islands corporation (“RGL”) formed on December 12, 2013. RGL owns one hundred percent (100%) of the stock in Dermal Diagnostic (Holdings) Limited, an England and Wales corporation (“DDHL”) formed on December 11, 2013, which in turn owns one hundred percent (100%) of Dermal Diagnostics Limited, an England and Wales corporation formed on January 20, 2009 (“DDL”), and one hundred percent (100%) of Trial Clinic Limited, an England and Wales corporation formed on January 12, 2011 (“TCL”).

 

DDL is a diagnostic medical device company headquartered in Loughborough, Leicestershire, England, and is engaged in the discovery, development and commercialization of diagnostic medical devices. The Company’s initial focus has been on the development of the sugarBEAT device, which consists of a disposable patch containing a sensor, and a non-disposable miniature electronic watch with a re-chargeable power source, which is designed to enable trending or tracking of blood glucose levels. All the Company’s operations and assets are located in England.

 

The following diagram illustrates Nemaura’s corporate and shareholder structure as of March 31, 2019:

 

 

Nemaura Medical Inc.

Nevada Corporation

 
           
 

Region Green Limited

British Virgin Islands Corporation

 
           
 

Dermal Diagnostics (Holdings) Limited

England and Wales Corporation

 
           
           

Dermal Diagnostics Limited

England and Wales Corporation

   

Trial Clinic Limited

England and Wales Corporation

 

The Company was incorporated in 2013 since which period there has been recurring losses from operations and an accumulated deficit of $13,425,879 as of March 31, 2019. These operations have resulted in the successful completion of clinical programs to support a European CE mark approval, as well as a US Food and Drug Administration submission. The Company expects to continue to incur losses from operations until revenues are generated through licensing fees or product sales. However, given the completion of the requisite clinical programs, these losses are expected to be reduced over time. Management has entered into licensing agreements with unrelated third parties relating to the United Kingdom, Europe, Qatar, all countries in the Gulf Cooperation Council, Management has evaluated the expected expenses to be incurred along with its available cash and has determined that the Company has the ability to continue as a going concern for at least one year subsequent to the date of issuance of these consolidated financial statements. The Company has $3,740,664 of readily available cash on hand at March 31, 2019.

 

Management's strategic plans include the following:

 

  obtaining further regulatory approval for the sugarBEAT device in other countries such as the USA;

 

  pursuing additional capital raising opportunities, in addition to the Equity Distribution Agreement entered into on October 19, 2018 by the Company and Maxim pursuant to which the Company may offer and sell, from time to time, through Maxim, up to $20,000,000 in shares of the Company’s common stock.

 

  exploring licensing opportunities; and

 

  developing the sugarBEAT device for commercialization for other applications.

v3.19.2
BASIS OF PRESENTATION
12 Months Ended
Mar. 31, 2019
Disclosure Text Block [Abstract]  
Basis of Presentation

NOTE 2 – BASIS OF PRESENTATION

 

(a)  Basis of presentation

 

The accompanying consolidated financial statements include the accounts of the Company and the Company’s subsidiaries, DDL, TCL, DDHL and RGL. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, and all significant intercompany balances and transactions have been eliminated in consolidation.

 

The functional currency for the majority of the Company’s operations is the Great Britain Pound Sterling (“GBP”), and the reporting currency is the US Dollar.

v3.19.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Mar. 31, 2019
Disclosure Text Block [Abstract]  
Summary of Significant Accounting Policies

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)   Cash and cash equivalents

 

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist primarily of cash deposits maintained in the United Kingdom. From time to time, the Company's cash account balances exceed amounts covered by the Financial Services Compensation Scheme. The Company has never suffered a loss due to such excess balances.

 

(b)  Fixed rate cash accounts

 

From time to time the Company may invest funds in fixed rate cash savings accounts.  Customarily, these accounts, at the time of the initial investment, provide a higher interest rate than other bank accounts, and require the Company to maintain the funds in the accounts for a certain period of time. As of March 31, 2019, the Company does not hold any cash reserves in any such savings accounts.

 

(c)  Fair value of financial instruments

 

The Company's financial instruments primarily consist of cash, fixed rate cash accounts, accounts payable and other current liabilities. The estimated fair values of non-related party financial instruments approximates their carrying values as presented, due to their short maturities. The fair value of amounts payable to related parties are not practicable to estimate due to the related party nature of the underlying transactions.

 

(d)  Property and equipment

 

Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally four years. This is charged to operating expenses.

 

(e)  Intangible assets

 

Intangible assets consist of licenses and patents associated with the sugarBEAT device and are amortized on a straight-line basis, generally over their legal lives of up to 20 years and are reviewed for impairment. Costs capitalized relate to invoices received from third parties and not any internal costs. The Company evaluates its intangible assets (all have finite lives) and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. The amount of impairment to be recognized for finite and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no impairment indicators present during the years ended March 31 2019, 2018 or 2017.

 

(f)  Revenue Recognition

 

While the Company is not currently recognizing revenue, we have considered the guidelines within ASC Topic 606, Revenue from Contracts with Customers, which is effective for the Company beginning April 1, 2019. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under ASC Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

 

The Company may enter into product development and other agreements with collaborative partners. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations.

 

The Company has entered into license agreements and for these, recognizes up front license payments as revenue upon delivery of the license only if the license has stand-alone value to the customer. However, where further performance criteria must be met, revenue is deferred and recognized on a straight-line basis over the period the Company is expected to complete its performance obligations.

 

Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the agreement.

 

(g)  Research and development expenses

 

The Company charges research and development expenses to operations as incurred. Research and development expenses primarily consist of salaries and related expenses for personnel and outside contractor and consulting services. Other research and development expenses include the costs of materials and supplies used in research and development, prototype manufacturing, clinical studies, related information technology and an allocation of facilities costs. The CE mark has now been granted and the FDA submission is planned in Q2 2019. Research and Development costs will therefore decrease significantly for the glucose monitoring application given these major milestones have been achieved and FDA submission is imminent.

 

(h)  Inventory

 

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in first-out basis. At present all inventory relates to raw materials.

 

(i)  Income taxes

 

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized.

 

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.  Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits as part of income tax expense in the consolidated statements of comprehensive loss. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense related to unrecognized tax benefits recognized for the three years ended March 31, 2019.

 

In December 2017, the US Tax Cuts and Jobs Act was signed into law. Generally, this Act reduces corporate rates from a top rate of 35% to a top rate of 21%, effective January 1, 2018. As the Company’s US operations are minimal, and all deferred tax assets maintain a full valuation allowance, there is no significant impact to the Company as of and for the year ended March 31, 2019.

 

(j)   Earnings (loss) per share

 

Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. For the years ended March 31, 2019, 2018, and 2017, warrants to purchase 10 million shares of common stock were anti-dilutive and were excluded from the calculation of diluted loss per share. For the year ended March 31, 2019, warrants to purchase 1,880,704 shares of common stock and a unit purchase option to purchase 97,103 shares of common stock as well as 97,103 warrants were considered anti-dilutive and were also excluded from the calculation of diluted loss per share. For the years ended March 31, 2018 and 2017 preferred stock convertible to 137,324,000 shares of common stock were anti-dilutive and were excluded from the calculation of diluted loss per share.

 

(k)  Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from those estimates.

 

(l)  Foreign currency translation

 

The functional currency of the Company is the Great Britain Pound Sterling ("GBP"). The reporting currency is the United States dollar (US$). Stockholders' equity is translated into United States dollars from GBP at historical exchange rates. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenses are translated at the average exchange rates prevailing during the reporting period.

 

The translation rates are as follows:

 

      2019       2018       2017  
Year end GBP : US$ exchange rate     1:1.3030       1:1.4033       1:1.2453  
Average period/yearly GBP : US$ exchange rate     1:1.3026       1:1.3305       1:1.3146  

 

Adjustments resulting from translating the financial statements into the United States dollar are recorded as a separate component of accumulated other comprehensive loss in stockholders’ equity.

 

(m)  Stock-based compensation

 

For stock options granted as consideration for services rendered by non-employees, the company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50 (“ASC 505-50”), “Equity Based Payments to Non- Employees.” Non-employee restricted common stock and stock option grants that do not vest immediately upon grant, and whose terms are known, are recorded as an expense over the vesting period of the underlying instrument granted. At the end of each financial reporting period prior to vesting, the value of the instruments granted, will be re-measured using the fair value of the Company’s common stock and the stock-based compensation recognized during the period will be adjusted accordingly.

 

For restricted common stock and stock option awards that have performance-based conditions, the Company recognizes the stock-based compensation expense at the fair value of the award based on the date that the performance conditions have been met.   The Company calculates the fair value of the stock options using the Black Scholes option pricing model.   The fair value of restricted common stock awards is based on the closing price of the Company’s common stock on the applicable measurement date.

 

The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

 

To date, the Company has not granted any stock-based compensation awards to employees.

 

(n)  Direct costs incurred for equity financing

 

The Company includes all direct costs incurred in connection with successful equity financings as a component of additional paid-in capital. Direct costs incurred for equity financings that are unsuccessful are expensed. 

 

(o)  Recent accounting pronouncements

 

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change.

 

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 has been modified multiple times since its initial release. This ASU outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09, as amended, becomes effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted. As an Emerging Growth Company (we expect our Emerging Growth Company status to expire on March 31, 2020), the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2019. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements.

 

In March 2016, the FASB issued ASU No. 2016-02, Leases. The main difference between the provisions of ASU No. 2016-02 and previous U.S. GAAP is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU No. 2016-02 retains a distinction between finance leases and operating leases, and the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S. GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2020. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements.

 

In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, or ASU 2018-07. ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company will adopt ASU 2018-07 prospectively as of April 1, 2019. The adoption of ASU 2018-07 is not expected to have a material impact on the Company’s financial position, results of operations or related disclosures.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which adds and modifies certain disclosure requirements for fair value measurements. Under the new guidance, entities will no longer be required to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, or valuation processes for Level 3 fair value measurements. However, public business entities will be required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and related changes in unrealized gains and losses included in other comprehensive income. ASU 2018-13 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods. Management is currently evaluating the impact that this guidance will have on the Company’s consolidated financial statements.

 

(p)  Risks and Uncertainties:

 

The Company is in the commercialization stage for sugarBEAT in the EU now that CE mark approval (European Union approval of the product) has been received. The Company has entered into sales and marketing agreements for the product. It has also placed orders for the first commercial batch of transmitter devices with the electronics manufacturer Datalink Limited. It has not entered into exclusive manufacturing agreements with any of its contract manufacturers. Uncertainties still exist with regards to regulatory acceptance of the Company’s primary product development efforts in territories outside of Europe. 

 

(q)  Preferred shares

 

On October 5, 2017, the Company entered into common stock exchange agreements with each of its three largest shareholders, to exchange, in the aggregate, 137,324,000 shares of the Company’s common stock for 137,324 shares of Series A Convertible Preferred Stock (the “Series A Preferred”).  Each share of Series A Preferred is convertible into 1,000 shares of the Company’s common stock, automatically upon the occurrence of all of certain triggering events, as set forth in the Certificate of Designation for the Series A Preferred, namely (a) the sugarBEAT® device to be commercialized has CE regulatory approval; (b) retail sales having commenced; and (c) retail sales exceeding USD$5 million, inclusive of advanced sales or voluntarily by the holder after February 7, 2018, if these triggering events have not occurred.  Each holder of issued and outstanding Series A Preferred is entitled to a number of votes equal to the number of shares of common stock into which the Series A Preferred is convertible. Holders of Series A Preferred are entitled to vote on any and all matters presented to stockholders of the Company, except as provided by law.  The Series A Preferred has no preference to the common stock as to dividends or distributions of assets upon liquidation or winding up of the Company (which has been agreed to by the holders of the Series A Preferred).  The Company determined that the fair value of the shares of Series A Preferred issued for the shares of common stock was equivalent to the fair value of the shares of common stock exchanged.

 

On November 6, 2017, the transactions contemplated by the exchange agreements were consummated and 137,324,000 shares of common stock were cancelled.  As a result, the Company had 67,676,000 shares of common stock issued and outstanding as of March 31, 2018.

 

On June 5, 2018, the three holders of the Company’s Series A Preferred each delivered notices of conversion to voluntarily convert their Series A Preferred, in the aggregate amount of 137,324 of Series A Preferred shares, into 137,324,000 shares of common stock.  The holders had the right to voluntarily convert each share of Series A Preferred into 1,000 shares of common stock of the Company. 

 

(r)  Subsequent events

 

S-3 Registration

 

Prior to the year end, the Company filed a new Registration Statement on Form S-3, registering up to $250,000,000 of our common stock, preferred stock, warrants, debt securities and units (the “Form S-3”). The Form S-3 was declared effective by the Securities and Exchange Commission on April 8, 2019. We may offer and sell up to $250,000,000 in the aggregate of the securities identified from time to time in one or more offerings. The securities may be sold directly by us, through dealers, or agents, designated from time to time, to or through underwriters, or through a combination of these methods as set forth in the “Plan of Distribution” included therein. Each time we offer securities under the prospectus that is part of the Form S-3, we will provide the specific terms of the securities being offered, including the offering price in a prospectus supplement.

 

On April 10, 2019, the Company re-started the ATM offering, with Maxim Group LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time, through Maxim (the “Offering”), up to $19,544,895 in shares of its common stock (the “Shares”).

 

CE Approval

 

On May 29, 2019 Nemaura Medical announced it had received confirmation of approval of the European Conformity for sugarBEAT which now allows Nemaura to commence commercialization of the product in to the European Union.

 

Nemaura has initiated plans to launch the product into the UK market in Q3 of 2019, followed by Germany and other markets. In the UK, Nemaura is working with its licensee DBP (Jersey) Ltd., to launch the product in the UK, and is working with its joint venture partner DB Ethitronix to commence registration and commercial launch into the German market.

 

The Company ordered 12,500 sugarBEAT devices in July 2018 in anticipation of CE approval, and these devices are currently being assembled and programmed with the updated software for the planned launch in Germany and the UK, and they are in discussions with their UK licensee with regards to taking orders for additional quantities to support product launch for the next 12 months.

 

Nemaura has also commenced activities with respect to registering the CGM product based on the CE Mark in the GCC countries with their respective licensees in that region, Al-Danah Medical and TPMena.

 

(s)   Reclassifications

 

To conform to the current year’s presentation, as of March 31, 2018, the Company reclassified $70,165 from other liabilities and accrued expenses to current portion of deferred revenue. There was no impact on total assets, total liabilities, net loss or total equity.

v3.19.2
LICENSING AGREEMENT
12 Months Ended
Mar. 31, 2019
Disclosure Text Block [Abstract]  
Licensing Agreement

NOTE 4 – LICENSING AGREEMENTS

 

United Kingdom and the Republic of Ireland, the Channel Islands and the Isle of Man

 

In March 2014, the Company entered into an Exclusive Marketing Rights Agreement with an unrelated third party that granted to the third party the exclusive right to market and promote the sugarBEAT device and related patches under its own brand in the United Kingdom and the Republic of Ireland, the Channel Islands and the Isle of Man. The Company received a non-refundable, up-front cash payment of GBP 1,000,000 (approximately $1.303 million and $1.403 million as of March 31, 2019 and 2018, respectively), which was wholly non-refundable, upon signing the agreement.

 

As the Company has continuing performance obligations under the agreement, the up-front fees received from this agreement have been deferred and will be recorded as income over the term of the commercial licensing agreement beginning from the date of clinical evaluation approval. As the Company expects commercialization of the sugarBEAT device to occur in the year ending March 31, 2020, approximately $65,000 of the deferred revenue has been classified as a current liability as of March 31, 2019.

 

In April 2014, a Letter of Intent was signed with a third party which specified a 10-year term and in November 2015, a License, Supply and Distribution Agreement with an initial 5-year term was executed. Pursuant to this agreement, the Company grants the exclusive right to market and promote its product in the United Kingdom and purchase the product at specified prices.

 

Other European territories

 

In May 2018, the Company signed a commercial agreement with Dallas Burston Ethitronix Limited (DBEE) for all other European territories as part of an equal joint collaboration agreement. The joint collaboration agreement intends to seek sub-license rights opportunities to one or more leading companies in the diabetes monitoring space, in order to leverage their network, infrastructure and resources. The Company and DBEE agreed that they shall share proceeds equally from sales of the Company’s sugarBEAT products. In consideration of the sub-license rights granted, DBEE shall pay to the Company the sum of approximately $1 if demanded and, except as described elsewhere in the Agreement, no commission, royalties or other payments shall be due to the Company from DBEE. The initial term of the Agreement is for five years, which may be terminated at the end of such five-year initial term by either party upon at least 12 months’ prior written notice. If such notice of termination is not provided by either party during the initial term, the Agreement shall automatically continue until terminated by either party upon 12 months’ prior written notice. In the event the Agreement is terminated as provided above, the non-terminating party shall receive an exit payment equal to 50% of the open market value of the joint collaboration business as defined in the collaboration agreement and as agreed to by the parties at the time of termination. The parties may also terminate the Agreement if the other party commits a material breach of the terms of the Agreement which is not remedied within 30 days of written notification of such breach, or the other party dissolves or goes bankrupt. Commercialization is expected to occur in the second half of 2019. As of March 31, 2019 no payments have been made or received or are due or receivable under the terms of the collaboration agreement.

 

Qatar

 

In November 2018, the Company signed a commercial agreement with Al-Danah Medical Company for the exclusive license and distribution of the sugarBEAT device in Qatar. This agreement gives Al-Danah Medical Company the exclusive rights to sell and market the Company’s products in Qatar. The Company will sell devices to Al-Danah Medical Company at a specified price and with minimum order quantities which will be set post product launch. The Company’s responsibility is limited to the supply of the device and related consumables. Al-Danah Medical Company is responsible for ensuring compliance with all local regulation related to registering and selling the device within Qatar. Product launch in Qatar is expected to take place after the initial commercialization of the sugarBEAT device which is expected to occur in the second half of 2019.

 

Gulf Cooperation Council (GCC) excluding Qatar

 

In February 2019, the Company signed a commercial agreement with The Principals Mena DMCC (TPM), for the exclusive licence and distribution of the sugarBEAT device in all countries of the Gulf Cooperation Council (GCC) excluding Qatar. This agreement gives TPM the exclusive rights to sell and market the Company’s products in the GCC subject to mutual agreement on minimum order quantities and supply price which are to be determined pre-launch in the territory. The Company’s responsibility is limited to the supply of the device and related consumables, and maintenance of the mobile phone Application. TPM is responsible for ensuring compliance with all local regulations related to registering and selling the device within the GCC, and marketing and sales. Product launch in the GCC is expected to take place after the initial commercialization of the sugarBEAT device in Europe.

v3.19.2
PROPERTY AND EQUIPMENT
12 Months Ended
Mar. 31, 2019
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

 

As of March 31, 2019, and March 31, 2018 property and equipment is summarized as follows.

 

   

March 31, 2019

($)

 

March 31, 2018

($)

Property and equipment     77,597       18,213  
Less accumulated depreciation     (20,726 )     (12,443 )
      56,871       5,770  

 

Depreciation expense related to property and equipment for the years ended March 31, 2019, 2018 and 2017 was approximately $9,000, $4,000 and $4,000 respectively.

v3.19.2
INTANGIBLE ASSETS
12 Months Ended
Mar. 31, 2019
Disclosure Text Block [Abstract]  
Intangible Assets

NOTE 6 - INTANGIBLE ASSETS

 

As of March 31, 2019, and March 31, 2018 intangible assets are summarized as follows:

 

         
   

March 31, 2019

($)

 

March 31, 2018

($)

Patents and licenses     261,938       323,987  
Less accumulated amortization     (70,254 )     (72,888 )
      191,684       251,099  

 

Estimated amortization expense is approximately $19,000 for each of the next five years.

v3.19.2
RELATED PARTY TRANSACTIONS
12 Months Ended
Mar. 31, 2019
Disclosure Text Block [Abstract]  
Related Party Transactions

NOTE 7 – RELATED PARTY TRANSACTIONS

 

Nemaura Pharma Limited (Pharma), Black and White Health Care Limited (B&W) and NDM Technologies Limited (NDM) are entities controlled by the Company’s chief executive officer, interim chief financial officer, and majority shareholder, Dewan F.H. Chowdhury.

 

In accordance with the United States Securities and Exchange Commission (SEC) Staff Accounting Bulletin 55, these financial statements are intended to reflect all costs associated with all operations of Nemaura Medical and its subsidiaries Pharma has a service agreement with DDL, to undertake development, manufacture and regulatory approvals under Pharma’s ISO13485 Accreditation. In lieu of these services, Pharma invoices DDL on a periodic basis for said services. Services are provided at cost plus a service surcharge amounting to less than 10% of the total costs incurred. 

 

Following is a summary of activity between the Company and Pharma, B&W and NDM for the years ended March 31, 2019, 2018 and 2017. These amounts are unsecured, interest free, and payable on demand.

 

             
   

Year Ended

March 31,

2019

($)

 

Year Ended

March 31,

2018

($)

 

Year Ended

March 31,

2017

($)

Balance due to Pharma and NDM at beginning of period     613,818       687,609       494,145  
Amounts received from Pharma     —         145,214       2,480  
Amounts invoiced by Pharma to DDL, NM and TCL (1)     2,312,412       842,739       577,481  
Amounts invoiced by DDL to Pharma     (977 )     —         (15,305 )
Amounts repaid by DDL to Pharma     (1,569,496 )     (1,096,767 )     (249,060 )
Amounts paid by DDL on behalf of Pharma     —         (19,889 )     (42,403 )
Amounts invoiced by B&W to DDL     2,206       —         —    
Amounts repaid by DDL to B&W     (5,622 )     —         —    
Foreign exchange differences     (84,843 )     54,912       (79,729 )
Forgiveness of payable accounted for as equity contribution     (302,819 )     —         —    
Net balance due to Pharma and NDM at end of the period     964,679       613,818       687,609  

 

  (1) These amounts are included primarily in research and development expenses.

 

All related party transactions relate to operating activities in the years ended March 31, 2019, 2018 and 2017.

 

Total costs charged to the Company by Pharma and NDM were $2,312,412, $842,739, and $577,481 for the years ended March 31, 2019, 2018 and 2017, respectively.

 

In the year ended March 31, 2019, consultancy services totalling $2,160 relating to the preparation of tax advice was provided by Diagnostax Limited, a company of which Mr. T. Johnson is a director. Mr. T. Johnson is a non-executive director of the Company.

v3.19.2
INCOME TAXES
12 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE 8 – INCOME TAXES

 

The Company and its subsidiaries file separate income tax returns.

 

The United States of America

 

The Company is incorporated in the US and is subject to a US federal corporate income tax rate of 21% for the year ended March 31, 2019. As a result of the US Tax Cuts and Jobs Act, the Company was subject to a US federal corporate income tax blended rate of 30.79% for the year ended March 31, 2018 and 35% for the year ended March 31, 2017.

 

British Virgin Islands

 

RGL is incorporated in the British Virgin Islands (“BVI”). Under the current laws of the BVI, RGL is not subject to tax on income or capital gains. In addition, upon payments of dividends by RGL, no BVI withholding tax is imposed. During the years ended March 31, 2019, 2018 and 2017, there was no income or expenses in the BVI.

 

UK

 

DDL, TCL and DDHL are all incorporated in the United Kingdom (UK) and the applicable UK statutory income tax rate for these companies is 19%.

 

For the years ended March 31, 2019, 2018 and 2017 loss before income tax expense (benefit) arose in the UK and U.S. as follows:

 

    Year Ended March 31,
    2019   2018   2017
      $       $       $  
Loss before income taxes arising in UK     (2,726,862 )     (1,353,243 )     (1,251,870 )
Loss before income taxes arising in United States     (1,725,935 )     (467,206 )     (299,396 )
Total loss before income tax     (4,452,797 )     (1,820,449 )     (1,551,266 )

 

 

Reconciliation of our effective tax rate to loss to the statutory U.S federal tax rate is as follows:

 

    Year Ended March 31,
    2019   2018   2017
      $               $               $          
Loss before income taxes     (4,452,797 )             (1,820,449 )             (1,551,266 )        
Expected tax benefit     (935,000 )     (21 %)     (561,000 )     (31 %)     (527,000 )     (34 %)
Foreign tax differential     55,000       1 %     36,000       2 %     270,000       17 %
Enhanced research and development     (297,000 )     (7 %)     (215,000 )     (12 %)     (198,000 )     (13 %)
Other     1,000       0 %     35,000       2 %     —         —    
Change in valuation allowance     1,176,000       26 %     705,000       39 %     455,000       29 %
Actual income tax benefit     —         —         —         —         —         —    

 

The tax effects of the temporary differences that give rise to significant portions of deferred income tax assets are presented below:

 

    Year Ended March 31,
    2019   2018
      $       $  
Net operating tax loss carried forwards     2,641,000       1,627,000  
Research and development enhancement     867,000       602,000  
Other items     (103,000 )     —    
Valuation allowance     (3,405,000 )     (2,229,000 )
                 
Net deferred tax assets     —         —    

 

 

For each of the years ended March 31, 2019, 2018 and 2017, the Company did not have unrecognized tax benefits, and therefore no interest or penalties related to unrecognized tax benefits were accrued. Management does not expect that the amount of unrecognized tax benefits will change significantly within the next twelve months.

The Company mainly files income tax returns in the United States and the UK. The Company is subject to U.S. federal income tax examination by tax authorities for tax years beginning in 2015.   The UK tax returns for the Company’s UK subsidiaries are open to examination by the UK tax authorities for the tax years beginning in April 1, 2013.

As of March 31, 2019, the Company has net operating losses (NOLs) of approximately $3.2 million in the U.S. and $11.5 million in the UK. NOLs may be carried forward indefinitely. Additionally, the Company has a research and development enhancement deduction carry forward of approximately $5.1 million for purposes of UK income tax filings.

v3.19.2
STOCKHOLDERS' EQUITY
12 Months Ended
Mar. 31, 2019
Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

 

In November 2015, the Company issued 5 million shares of common stock and warrants to purchase 10 million shares of common stock for total proceeds of $10 million. The warrants are exercisable at $0.50 per share through to the fifth anniversary of the listing of the Company on a national exchange. The Company listed to the Nasdaq exchange on January 25, 2018.

 

On October 19, 2018, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Maxim Group LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time, through Maxim (the “Offering”), up to $20,000,000 in shares of its common stock (the “Shares”). Between October 31, 2018, and March 31, 2019, the Company issued 234,998 shares of its common stock through the Distribution Agreement and received gross proceeds of $455,105. $161,102 of costs were incurred in relation to this transaction. As of March 31, 2019, the Company may sell, from time to time, the remaining $19,544,895 under the distribution agreement.

 

On December 18, 2018, the Company entered into a placement agency agreement with Dawson James Securities, Inc. with respect to the issuance and sale of an aggregate of up to 2,400,000 units, each unit consisting of one share of common stock, par value $0.001 per share, together with one warrant to purchase one share of common stock at an exercise price equal to $1.04 per share, in a public offering. The warrants offered in the public offering will terminate on the fifth anniversary of the date of issuance. The public offering price for each unit was $1.04.

 

The closing of the offering occurred on December 20, 2018 and at such closing the Company sold 1,942,061 shares of common stock and 1,942,061 warrants for gross proceeds of $2,019,743. The net proceeds to the Company from the sale of the shares of common stock and the warrants was $1,691,541, after deducting $328,302 of placement agent commissions and other offering expenses payable by the Company. As at March 31, 2019 61,357 of the warrants had been exercised, generating $63,811 of additional funds. At the end of March 31, 2019, there were 1,880,704 warrants outstanding.

 

Effective December 18, 2018, the Company issued a unit purchase option to the placement agent to purchase 97,103 shares and 97,103 warrants. The Company has classified this option as equity. The unit purchase option has a term of three years and an exercise price of $1.30.

v3.19.2
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
12 Months Ended
Mar. 31, 2019
Quarterly Financial Information Disclosure [Abstract]  
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

NOTE 10 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

 

The following is a summary of consolidated quarterly financial information: 

 

    Quarter Ended
2019   June 30   Sept. 30   Dec. 31   March 31
Total revenue   $ —       $ —       $ —       $ —    
Loss from operations   $ (771,963 )   $ (1,147,357 )   $ (932,925 )   $ (1,624,479 )
Net loss   $ (763,154 )   $ (1,139,275 )   $ (925,889 )   $ (1,624,479 )
Basic and diluted loss per share   $ (0.01 )   $ (0.01 )   $ *     $ (0.01 )
Weighted average number of shares outstanding     105,821,556       205,003,261       205,407,088       207,561,482  

 

 

    Quarter Ended
2018   June 30   Sept. 30   Dec. 31   March 31
Total revenue   $ —       $ —       $ —       $ —    
Loss from operations   $ (417,320 )   $ (447,516 )   $ (476,353 )   $ (567,776 )
Net loss   $ (407,787 )   $ (393,031 )   $ (466,365 )   $ (553,266 )
Basic and diluted loss per share   $ *     $ *     $ *     $ *  
Weighted average number of shares outstanding     205,000,000       205,000,000       121,411,478       150,070,400  
                                 

 

    Quarter Ended
2017   June 30   Sept. 30   Dec. 31   March 31
Total revenue   $ —       $ —       $ —       $ —    
Loss from operations   $ (494,183 )   $ (322,482 )   $ (375,366 )   $ (359,235 )
Net loss   $ (494,183 )   $ (322,482 )   $ (375,366 )   $ (359,235 )
Basic and diluted loss per share   $ *     $ *     $ *     $ *  
Weighted average number of shares outstanding     205,000,000       205,000,000       205,000,000       205,000,000  
                                 

* less than $0.01

v3.19.2
OTHER ITEMS
12 Months Ended
Mar. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
OTHER ITEMS

NOTE 11 – OTHER ITEMS

 

  (a) Investor relations agreements

The Company currently has contracts with several investor relations specialists to help support the ongoing financing activities of the business.

 

On June 27, 2018, the Company entered into a Master Services Agreement with investor relations company 1, pursuant to which for an initial three month term, the third party shall provide services related to advising and assisting the Company in developing and implementing appropriate plans and materials for presenting the Company and its business plans, strategy and personnel to the financial community, introducing the Company to the financial community through the use of social media, digital media and other online awareness campaigns. The aggregate fees in the amount of $160,000 are payable to the third party during the initial three-month term. On July 23, 2018 the Board of Directors approved the issuance of a warrant to the third party exercisable for 75,000 shares of common stock at an exercise price of $0.01 per share. As of September 30, 2018, the Company recognized $114,500 of stock-based compensation expense related to the 50,000 warrants that had vested as of that date based on a fair value of $2.29 per warrant. On October 9, 2018, 50,000 shares of common stock were issued to the third party, as a result of the third party’s exercise of 50,000 warrants on September 24, 2018. At March 31, 2019, all liabilities for share based compensation were considered fully settled. It was agreed by both parties that there is no further obligation to issue the remaining 25,000 warrants.

 

On August 31, 2018, the Company entered into an agreement to receive investor relations services from investor relations company 2. The term of the agreement was 1 year, although cancellable after 3 months if certain performance-based conditions are not met, including if the share trade volumes fail to meet an average of 100,000 shares per day minimum. Compensation is partly in cash and partly in restricted stock, 40,000 shares of restricted stock due on the 3-month anniversary and the final 40,000 due on the one-year anniversary, provided performance conditions are met as per the agreement. On November 30, 2018, 20,000 shares of common stock were issued to investor relations company 2 in compensation for services performed over the previous 3 months. A fair value of $1.90 was established based on the closing price of the common stock on November 30, 2018 and $38,000 was expensed. This fulfilled all liabilities in relation to this agreement and as of November 30, 2018 the agreement was terminated.

 

On December 1, 2018 a new agreement was entered into to receive investor relations services from investor relations company 2. The term of the agreement is 1 year, although cancellable at the end of each three-month period if certain performance obligations are not met, including if the share trade volumes fail to meet an average of 100,000 shares per day minimum. Compensation is partly in cash and partly in restricted stock. A cash payment of $22,500 will be made at the beginning of each quarter and 12,500 shares of restricted common stock will be issued at the end of each quarter dependent on the performance obligations being met.

 

On March 1, 2019, the existing agreement with investor relations company 2 was cancelled and replaced with a rolling monthly contract. At this point it was agreed that there was no obligation to issue the 12,500 shares that were part of the compensation for the December 1, 2018 contract. Compensation for the new agreement is a rolling contract in the form of a $5,000 payment made at the beginning of each month. There is no stock based compensation included in this agreement.

 

On December 11, 2018 the Company entered into an agreement to receive investor relations services from investor relations company 3. The term of this agreement is 3 months. Compensation is partly in cash and partly in restricted common stock. At the beginning of each month a cash payment of $10,000 will be made and 15,000 shares of restricted stock will be issued. As a result of this agreement a total of 45,000 shares were issued with an average fair value of $1.05, $47,400 was expensed in relation to this agreement.

 

On March 18, 2019 the Company cancelled its existing agreement and entered into a new agreement with investor relations company 3. The term of this contract has been agreed to be on a month to month basis. Compensation is partly in cash and partly in restricted common stock. At the beginning of each monthly term a cash payment of $5,000 will be made and 7,500 shares of restricted stock will be issued. At March 31, 2019 7,500 shares had been issued in relation to this contract. A fair value of $1.03 with a total value of $7,725, $3,240 of this cost has been treated as a prepayment as the contract length spans the month end.

 

  (b) Management Consulting Agreement

On December 3, 2018, the Company entered into an agreement to receive management consulting advice from management consulting company 1. The term of this agreement is 12 months but is cancellable prior to this date on written notice to the other party. Compensation is partly in cash and partly in restricted stock. A cash payment of $25,000 together with the issuance of 12,500 shares of restricted common stock was made at the inception of the agreement and will be made at the beginning of each subsequent quarter. A fair value of $1.90 was established for the shares issued in December based on the closing price of common stock on December 3, 2018 with a total of $23,750 being expensed. A fair value of $1.14 was established for the shares issued on March 2019, based on the closing price of common stock on March 4, 2019. $9,500 of the total $14,250 expense was treated as a pre-payment as of March 31, 2019. 

 

On February 4, 2019, the Company signed an addendum to the contract with management consulting company 1. This extended the range of services from this company. Compensation for the initial 120-day period will be in the form of a cash payment of $20,000 and the issuance of 20,000 restricted shares of common stock. Compensation for subsequent 90-day periods will be comprised of a cash payment of $15,000 and the issuance of 15,000 restricted shares of common stock. The contract is on a rolling 90-day period and can be cancelled at the end of each three-month period and at the end of the initial 120-day period. A fair value of $1.11 was established based on the closing price of common stock on February 4, 2019. $11,100 of the total $22,200 expense was treated as a pre-payment as of March 31, 2019.

 

On January 7, 2019 the Company entered into a six-month contract with management consulting company 2 for the provision of specialist consulting services. Compensation is wholly through the issue of 250,000 restricted shares of common stock which will be issued on commencement of the contract and 150,000 additional restricted shares which will be issued on the fourth month after commencement of the contract. If the contract has been terminated prior to the fourth month, the additional restricted shares will not be payable. A fair value of was based on the closing price of common stock on January 7, 2019, of $0.99 per common share. $61,875 of the total $247,500 expense was treated as a pre-payment at March 31, 2019.

 

During the year ended March 31, 2019, the Company issued a total of 367,500 restricted common shares and warrants to purchase 50,000 common shares to investor relations and management consultants. The equity instruments were valued at $515,325 of which $429,610 was expensed and $85,715 is included in prepaid expenses as at March 31, 2019.

v3.19.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Mar. 31, 2019
Policy Text Block [Abstract]  
Cash and cash equivalents

(a)  Cash and cash equivalents

 

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist primarily of cash deposits maintained in the United Kingdom. From time to time, the Company's cash account balances exceed amounts covered by the Financial Services Compensation Scheme. The Company has never suffered a loss due to such excess balances.

Fixed rate cash accounts

(b)       Fixed rate cash accounts

 

From time to time the Company may invest funds in fixed rate cash savings accounts.  Customarily, these accounts, at the time of the initial investment, provide a higher interest rate than other bank accounts, and require the Company to maintain the funds in the accounts for a certain period of time. As of March 31, 2019, the Company does not hold any cash reserves in any such savings accounts.

Fair Value of Financial Instruments

(c) Fair value of financial instruments

 

The Company's financial instruments primarily consist of cash, fixed rate cash accounts, accounts payable and other current liabilities. The estimated fair values of non-related party financial instruments approximates their carrying values as presented, due to their short maturities. The fair value of amounts payable to related parties are not practicable to estimate due to the related party nature of the underlying transactions.

Property and equipment

(d) Property and equipment

 

Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally four years. This is charged to operating expenses.

Intangible Assets

(e) Intangible assets

 

Intangible assets consist of licenses and patents associated with the sugarBEAT device and are amortized on a straight-line basis, generally over their legal lives of up to 20 years and are reviewed for impairment. Costs capitalized relate to invoices received from third parties and not any internal costs. The Company evaluates its intangible assets (all have finite lives) and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. The amount of impairment to be recognized for finite and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no impairment indicators present during the years ended March 31 2019, 2018 or 2017.

Revenue Recognition

(f) Revenue Recognition

 

While the Company is not currently recognizing revenue, we have considered the guidelines within ASC Topic 606, Revenue from Contracts with Customers, which is effective for the Company beginning April 1, 2019. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under ASC Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

 

The Company may enter into product development and other agreements with collaborative partners. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations.

 

The Company has entered into license agreements and for these, recognizes up front license payments as revenue upon delivery of the license only if the license has stand-alone value to the customer. However, where further performance criteria must be met, revenue is deferred and recognized on a straight-line basis over the period the Company is expected to complete its performance obligations.

 

Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the agreement.

Research and development expenses

(g)  Research and development expenses

 

The Company charges research and development expenses to operations as incurred. Research and development expenses primarily consist of salaries and related expenses for personnel and outside contractor and consulting services. Other research and development expenses include the costs of materials and supplies used in research and development, prototype manufacturing, clinical studies, related information technology and an allocation of facilities costs. The CE mark has now been granted and the FDA submission is planned in Q2 2019. Research and Development costs will therefore decrease significantly for the glucose monitoring application given these major milestones have been achieved and FDA submission is imminent.

Inventory

(h) Inventory

 

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in first-out basis. At present all inventory relates to raw materials.

Income taxes

(i) Income taxes

 

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized.

 

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.  Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits as part of income tax expense in the consolidated statements of comprehensive loss. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense related to unrecognized tax benefits recognized for the three years ended March 31, 2019.

 

In December 2017, the US Tax Cuts and Jobs Act was signed into law. Generally, this Act reduces corporate rates from a top rate of 35% to a top rate of 21%, effective January 1, 2018. As the Company’s US operations are minimal, and all deferred tax assets maintain a full valuation allowance, there is no significant impact to the Company as of and for the year ended March 31, 2019.

Earnings (loss) per share

(j)   Earnings (loss) per share

 

Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. For the years ended March 31, 2019, 2018, and 2017, warrants to purchase 10 million shares of common stock were anti-dilutive and were excluded from the calculation of diluted loss per share. For the year ended March 31, 2019, warrants to purchase 1,880,704 shares of common stock and a unit purchase option to purchase 97,103 shares of common stock as well as 97,103 warrants were considered anti-dilutive and were also excluded from the calculation of diluted loss per share. For the years ended March 31, 2018 and 2017 preferred stock convertible to 137,324,000 shares of common stock were anti-dilutive and were excluded from the calculation of diluted loss per share.

Use of estimates
  (k) Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from those estimates.

Foreign currency translation
  (l) Foreign currency translation

 

The functional currency of the Company is the Great Britain Pound Sterling ("GBP"). The reporting currency is the United States dollar (US$). Stockholders' equity is translated into United States dollars from GBP at historical exchange rates. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenses are translated at the average exchange rates prevailing during the reporting period.

 

The translation rates are as follows:

 

      2019       2018       2017  
Year end GBP : US$ exchange rate     1:1.3030       1:1.4033       1:1.2453  
Average period/yearly GBP : US$ exchange rate     1:1.3026       1:1.3305       1:1.3146  

 

Adjustments resulting from translating the financial statements into the United States dollar are recorded as a separate component of accumulated other comprehensive loss in stockholders’ equity.

Stock-based compensation
  (m) Stock-based compensation

For stock options granted as consideration for services rendered by non-employees, the company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50 (“ASC 505-50”), “Equity Based Payments to Non- Employees.” Non-employee restricted common stock and stock option grants that do not vest immediately upon grant, and whose terms are known, are recorded as an expense over the vesting period of the underlying instrument granted. At the end of each financial reporting period prior to vesting, the value of the instruments granted, will be re-measured using the fair value of the Company’s common stock and the stock-based compensation recognized during the period will be adjusted accordingly.

 

For restricted common stock and stock option awards that have performance-based conditions, the Company recognizes the stock-based compensation expense at the fair value of the award based on the date that the performance conditions have been met.   The Company calculates the fair value of the stock options using the Black Scholes option pricing model.   The fair value of restricted common stock awards is based on the closing price of the Company’s common stock on the applicable measurement date.

 

The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

 

To date, the Company has not granted any stock-based compensation awards to employees.

Direct costs incurred for equity financing
  (n) Direct costs incurred for equity financing

 

The Company includes all direct costs incurred in connection with successful equity financings as a component of additional paid-in capital. Direct costs incurred for equity financings that are unsuccessful are expensed.

Recent accounting pronouncements

(o)  Recent accounting pronouncements

 

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change.

 

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 has been modified multiple times since its initial release. This ASU outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09, as amended, becomes effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted. As an Emerging Growth Company (we expect our Emerging Growth Company status to expire on March 31, 2020), the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2019. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements.

 

In March 2016, the FASB issued ASU No. 2016-02, Leases. The main difference between the provisions of ASU No. 2016-02 and previous U.S. GAAP is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU No. 2016-02 retains a distinction between finance leases and operating leases, and the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S. GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2020. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements.

 

In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, or ASU 2018-07. ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company will adopt ASU 2018-07 prospectively as of April 1, 2019. The adoption of ASU 2018-07 is not expected to have a material impact on the Company’s financial position, results of operations or related disclosures.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which adds and modifies certain disclosure requirements for fair value measurements. Under the new guidance, entities will no longer be required to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, or valuation processes for Level 3 fair value measurements. However, public business entities will be required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and related changes in unrealized gains and losses included in other comprehensive income. ASU 2018-13 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods. Management is currently evaluating the impact that this guidance will have on the Company’s consolidated financial statements.

Risks and Uncertainties

(p)  Risks and Uncertainties:

 

The Company is in the commercialization stage for sugarBEAT in the EU now that CE mark approval (European Union approval of the product) has been received. The Company has entered into sales and marketing agreements for the product. It has also placed orders for the first commercial batch of transmitter devices with the electronics manufacturer Datalink Limited. It has not entered into exclusive manufacturing agreements with any of its contract manufacturers. Uncertainties still exist with regards to regulatory acceptance of the Company’s primary product development efforts in territories outside of Europe.

Preferred shares
  (q) Preferred shares

 

On October 5, 2017, the Company entered into common stock exchange agreements with each of its three largest shareholders, to exchange, in the aggregate, 137,324,000 shares of the Company’s common stock for 137,324 shares of Series A Convertible Preferred Stock (the “Series A Preferred”).  Each share of Series A Preferred is convertible into 1,000 shares of the Company’s common stock, automatically upon the occurrence of all of certain triggering events, as set forth in the Certificate of Designation for the Series A Preferred, namely (a) the sugarBEAT® device to be commercialized has CE regulatory approval; (b) retail sales having commenced; and (c) retail sales exceeding USD$5 million, inclusive of advanced sales or voluntarily by the holder after February 7, 2018, if these triggering events have not occurred.  Each holder of issued and outstanding Series A Preferred is entitled to a number of votes equal to the number of shares of common stock into which the Series A Preferred is convertible. Holders of Series A Preferred are entitled to vote on any and all matters presented to stockholders of the Company, except as provided by law.  The Series A Preferred has no preference to the common stock as to dividends or distributions of assets upon liquidation or winding up of the Company (which has been agreed to by the holders of the Series A Preferred).  The Company determined that the fair value of the shares of Series A Preferred issued for the shares of common stock was equivalent to the fair value of the shares of common stock exchanged.

 

On November 6, 2017, the transactions contemplated by the exchange agreements were consummated and 137,324,000 shares of common stock were cancelled.  As a result, the Company had 67,676,000 shares of common stock issued and outstanding as of March 31, 2018.

 

On June 5, 2018, the three holders of the Company’s Series A Preferred each delivered notices of conversion to voluntarily convert their Series A Preferred, in the aggregate amount of 137,324 of Series A Preferred shares, into 137,324,000 shares of common stock.  The holders had the right to voluntarily convert each share of Series A Preferred into 1,000 shares of common stock of the Company. 

Subsequent events

(r)  Subsequent events

 

S-3 Registration

 

Prior to the year end, the Company filed a new Registration Statement on Form S-3, registering up to $250,000,000 of our common stock, preferred stock, warrants, debt securities and units (the “Form S-3”). The Form S-3 was declared effective by the Securities and Exchange Commission on April 8, 2019. We may offer and sell up to $250,000,000 in the aggregate of the securities identified from time to time in one or more offerings. The securities may be sold directly by us, through dealers, or agents, designated from time to time, to or through underwriters, or through a combination of these methods as set forth in the “Plan of Distribution” included therein. Each time we offer securities under the prospectus that is part of the Form S-3, we will provide the specific terms of the securities being offered, including the offering price in a prospectus supplement.

 

On April 10, 2019, the Company re-started the ATM offering, with Maxim Group LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time, through Maxim (the “Offering”), up to $19,544,895 in shares of its common stock (the “Shares”).

 

CE Approval

 

On May 29, 2019 Nemaura Medical announced it had received confirmation of approval of the European Conformity for sugarBEAT which now allows Nemaura to commence commercialization of the product in to the European Union.

 

Nemaura has initiated plans to launch the product into the UK market in Q3 of 2019, followed by Germany and other markets. In the UK, Nemaura is working with its licensee DBP (Jersey) Ltd., to launch the product in the UK, and is working with its joint venture partner DB Ethitronix to commence registration and commercial launch into the German market.

 

The Company ordered 12,500 sugarBEAT devices in July 2018 in anticipation of CE approval, and these devices are currently being assembled and programmed with the updated software for the planned launch in Germany and the UK, and they are in discussions with their UK licensee with regards to taking orders for additional quantities to support product launch for the next 12 months.

 

Nemaura has also commenced activities with respect to registering the CGM product based on the CE Mark in the GCC countries with their respective licensees in that region, Al-Danah Medical and TPMena.

Reclassifications

(s)   Reclassifications

 

To conform to the current year’s presentation, as of March 31, 2018, the Company reclassified $70,165 from other liabilities and accrued expenses to current portion of deferred revenue. There was no impact on total assets, total liabilities, net loss or total equity.

v3.19.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
Translation Rates

The translation rates are as follows:

 

      2019       2018       2017  
Year end GBP : US$ exchange rate     1:1.3030       1:1.4033       1:1.2453  
Average period/yearly GBP : US$ exchange rate     1:1.3026       1:1.3305       1:1.3146  

v3.19.2
PROPERTY AND EQUIPMENT (Tables)
12 Months Ended
Mar. 31, 2019
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

As of March 31, 2019, and March 31, 2018 property and equipment is summarized as follows.

 

   

March 31, 2019

($)

 

March 31, 2018

($)

Property and equipment     77,597       18,213  
Less accumulated depreciation     (20,726 )     (12,443 )
      56,871       5,770  

v3.19.2
INTANGIBLE ASSETS (Tables)
12 Months Ended
Mar. 31, 2019
Table Text Block Supplement [Abstract]  
Schedule of Intangible Assets

As of March 31, 2019, and March 31, 2018 intangible assets are summarized as follows:

 

         
   

March 31, 2019

($)

 

March 31, 2018

($)

Patents and licenses     261,938       323,987  
Less accumulated amortization     (70,254 )     (72,888 )
      191,684       251,099  

v3.19.2
RELATED PARTY TRANSACTIONS (Tables)
12 Months Ended
Mar. 31, 2019
Table Text Block Supplement [Abstract]  
Schedule of Related Party Transactions

Following is a summary of activity between the Company and Pharma, B&W and NDM for the years ended March 31, 2019, 2018 and 2017. These amounts are unsecured, interest free, and payable on demand.

 

             
   

Year Ended

March 31,

2019

($)

 

Year Ended

March 31,

2018

($)

 

Year Ended

March 31,

2017

($)

Balance due to Pharma and NDM at beginning of period     613,818       687,609       494,145  
Amounts received from Pharma     —         145,214       2,480  
Amounts invoiced by Pharma to DDL, NM and TCL (1)     2,312,412       842,739       577,481  
Amounts invoiced by DDL to Pharma     (977 )     —         (15,305 )
Amounts repaid by DDL to Pharma     (1,569,496 )     (1,096,767 )     (249,060 )
Amounts paid by DDL on behalf of Pharma     —         (19,889 )     (42,403 )
Amounts invoiced by B&W to DDL     2,206       —         —    
Amounts repaid by DDL to B&W     (5,622 )     —         —    
Foreign exchange differences     (84,843 )     54,912       (79,729 )
Forgiveness of payable accounted for as equity contribution     (302,819 )     —         —    
Net balance due to Pharma and NDM at end of the period     964,679       613,818       687,609  

 

  (1) These amounts are included primarily in research and development expenses.
v3.19.2
INCOME TAXES (Tables)
12 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]  
Schedule of loss before Income Tax, Domestic and Foreign

For the years ended March 31, 2019, 2018 and 2017 loss before income tax expense (benefit) arose in the UK and U.S. as follows:

 

    Year Ended March 31,
    2019   2018   2017
      $       $       $  
Loss before income taxes arising in UK     (2,726,862 )     (1,353,243 )     (1,251,870 )
Loss before income taxes arising in United States     (1,725,935 )     (467,206 )     (299,396 )
Total loss before income tax     (4,452,797 )     (1,820,449 )     (1,551,266 )

Reconciliation of effective tax rate

Reconciliation of our effective tax rate to loss to the statutory U.S federal tax rate is as follows:

 

    Year Ended March 31,
    2019   2018   2017
      $               $               $          
Loss before income taxes     (4,452,797 )             (1,820,449 )             (1,551,266 )        
Expected tax benefit     (935,000 )     (21 %)     (561,000 )     (31 %)     (527,000 )     (34 %)
Foreign tax differential     55,000       1 %     36,000       2 %     270,000       17 %
Enhanced research and development     (297,000 )     (7 %)     (215,000 )     (12 %)     (198,000 )     (13 %)
Other     1,000       0 %     35,000       2 %     —         —    
Change in valuation allowance     1,176,000       26 %     705,000       39 %     455,000       29 %
Actual income tax benefit     —         —         —         —         —         —    

Schedule of deferred income tax assets

The tax effects of the temporary differences that give rise to significant portions of deferred income tax assets are presented below:

 

    Year Ended March 31,
    2019   2018
      $       $  
Net operating tax loss carried forwards     2,641,000       1,627,000  
Research and development enhancement     867,000       602,000  
Other items     (103,000 )     —    
Valuation allowance     (3,405,000 )     (2,229,000 )
                 
Net deferred tax assets     —         —    

v3.19.2
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)
12 Months Ended
Mar. 31, 2019
Quarterly Financial Information Disclosure [Abstract]  
Summary of consolidated quarterly financial information

The following is a summary of consolidated quarterly financial information: 

 

    Quarter Ended
2019   June 30   Sept. 30   Dec. 31   March 31
Total revenue   $ —       $ —       $ —       $ —    
Loss from operations   $ (771,963 )   $ (1,147,357 )   $ (932,925 )   $ (1,624,479 )
Net loss   $ (763,154 )   $ (1,139,275 )   $ (925,889 )   $ (1,624,479 )
Basic and diluted loss per share   $ (0.01 )   $ (0.01 )   $ *     $ (0.01 )
Weighted average number of shares outstanding     105,821,556       205,003,261       205,407,088       207,561,482  

 

 

    Quarter Ended
2018   June 30   Sept. 30   Dec. 31   March 31
Total revenue   $ —       $ —       $ —       $ —    
Loss from operations   $ (417,320 )   $ (447,516 )   $ (476,353 )   $ (567,776 )
Net loss   $ (407,787 )   $ (393,031 )   $ (466,365 )   $ (553,266 )
Basic and diluted loss per share   $ *     $ *     $ *     $ *  
Weighted average number of shares outstanding     205,000,000       205,000,000       121,411,478       150,070,400  
                                 

 

    Quarter Ended
2017   June 30   Sept. 30   Dec. 31   March 31
Total revenue   $ —       $ —       $ —       $ —    
Loss from operations   $ (494,183 )   $ (322,482 )   $ (375,366 )   $ (359,235 )
Net loss   $ (494,183 )   $ (322,482 )   $ (375,366 )   $ (359,235 )
Basic and diluted loss per share   $ *     $ *     $ *     $ *  
Weighted average number of shares outstanding     205,000,000       205,000,000       205,000,000       205,000,000  
                                 

* less than $0.01

v3.19.2
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT'S PLANS (Details Narrative) - USD ($)
Mar. 31, 2019
Mar. 31, 2018
Disclosure Text Block [Abstract]    
Accumulated deficit $ (13,425,879) $ (8,973,082)
Cash available on hand $ 3,740,664  
v3.19.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Period End GBP/USD Exchange Rate [Membe]      
Exchange rate 1.3030 1.4033 1.3146
Period Average GBP/USD Exchange Rate [Membe]      
Exchange rate 1.3026 1.3305 1.2453
v3.19.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares
12 Months Ended
Nov. 06, 2017
Oct. 05, 2015
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Conversion of common stock   137,324,000      
Common stock converted into convertible Preferred Stock   137,324      
Conversion basis   Each share of Series A Preferred into 1,000 shares of common stock of the Company      
Cancellation of common stock 137,324,000        
Common Stock, Shares Issued     207,655,916 67,676,000  
Common Stock, Shares Outstanding     207,655,916 67,676,000  
Warrants [Member]          
Anti-dilutive common stock     1,880,704    
Share capital          
Anti-dilutive common stock     10,000,000 10,000,000 10,000,000
Warrants One [Member]          
Anti-dilutive common stock     97,103    
Option [Member]          
Anti-dilutive common stock     97,103    
v3.19.2
LICENSING AGREEMENT (Details Narrative) - USD ($)
Mar. 31, 2019
Mar. 31, 2018
Licensing Agreement Details Narrative    
Non-refundable, upfront cash payment $ 1,303,000 $ 1,403,000
Deferred revenue $ 65,000  
v3.19.2
PROPERTY AND EQUIPMENT (Details) - USD ($)
Mar. 31, 2019
Mar. 31, 2018
Property, Plant and Equipment [Abstract]    
Fixtures and fittings $ 77,597 $ 18,213
Less accumulated depreciation (20,726) (12,443)
Property and equipment, net $ 56,871 $ 5,770
v3.19.2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Property, Plant and Equipment [Abstract]      
Depreciation expense $ 9,000 $ 4,000 $ 4,000
v3.19.2
INTANGIBLE ASSETS (Details) - USD ($)
Mar. 31, 2019
Mar. 31, 2018
Intangible Assets, Net (Including Goodwill) [Abstract]    
Patents and licenses $ 261,938 $ 323,987
Less accumulated amortization (70,254) (72,888)
Intangible assets $ 191,684 $ 251,099
v3.19.2
INTANGIBLE ASSETS (Details Narrative)
Mar. 31, 2019
USD ($)
Intangible Assets, Net (Including Goodwill) [Abstract]  
Estimated amortization expense $ 19,000
Estimated amortization expense, year two 19,000
Estimated amortization expense, year three 19,000
Estimated amortization expense, year four 19,000
Estimated amortization expense, year five $ 19,000
v3.19.2
RELATED PARTY TRANSACTIONS (Details) - USD ($)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Related Party Transactions [Abstract]      
Balance due (to)/from Pharma and NDM at beginning of period $ 613,818 $ 687,609 $ 494,145
Amounts advanced to Pharma 0 145,214 2,480
Amount invoiced by Pharma to DDL, NM and TCL 2,312,412 842,739 577,481
Amounts invoiced by DDL to Pharma (977) 0 (15,305)
Amounts repaid by DDL to Pharma (1,569,496) (1,096,767) (249,060)
Amounts paid by DDL on behalf of Pharma 0 (19,889) (42,403)
Amounts invoiced by B&W to DDL 2,206 0 0
Amounts repaid by DDL to B&W (5,622) 0 0
Foreign exchange differences (84,843) 54,912 (79,729)
Forgiveness of payable accounted for as equity contribution (302,819) 0 0
Net balance due to Pharma and NDM at end of the period $ 964,679 $ 613,818 $ 687,609
v3.19.2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Research and development $ 2,296,668 $ 993,833 $ 1,034,605
Consulting services 2,160    
Related Company [Member]      
Research and development $ 2,312,412 $ 842,739 $ 577,481
v3.19.2
INCOME TAXES (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Income Tax Disclosure [Abstract]                              
Loss before income taxes arising in UK                         $ (2,726,862) $ (1,353,243) $ (1,251,870)
Loss before income taxes arising in United States                         (1,725,935) (467,206) (299,396)
Total loss before income tax $ (1,624,479) $ (925,889) $ (1,139,275) $ (763,154) $ (553,266) $ (466,365) $ (393,031) $ (407,787) $ (359,235) $ (375,366) $ (322,482) $ (494,183) $ (4,452,797) $ (1,820,449) $ (1,551,266)
v3.19.2
INCOME TAXES (Details 1) - USD ($)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Income Tax Disclosure [Abstract]      
Loss before income taxes $ (4,452,797) $ (1,820,449) $ (1,551,266)
Expected tax benefit (935,000) (561,000) (527,000)
Foreign tax differential 55,000 36,000 270,000
Enhanced research and development (297,000) (215,000) (198,000)
Other 1,000 35,000 0
Change in valuation allowance 1,176,000 705,000 455,000
Actual income tax benefit $ 0 $ 0 $ 0
Expected tax benefit (21.00%) (31.00%) (34.00%)
Foreign tax differential 1.00% 2.00% 17.00%
Enhanced research and development (7.00%) (12.00%) (13.00%)
Other 0.00% 2.00% 0.00%
Change in valuation allowance 26.00% 39.00% 29.00%
Actual income tax benefit 0.00% 0.00% 0.00%
v3.19.2
INCOME TAXES (Details 2) - USD ($)
Mar. 31, 2019
Mar. 31, 2018
Income Tax Disclosure [Abstract]    
Net operating tax loss carried forwards $ 2,641,000 $ 1,627,000
Research and development enhancement 867,000 602,000
Other items (103,000) 0
Valuation allowance (3,405,000) (2,229,000)
Net deferred tax assets $ 0 $ 0
v3.19.2
INCOME TAXES (Details Narrative) - USD ($)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Income tax rate 21.00% 31.00% 34.00%
US federal corporate income tax blended rate 30.79%    
US      
Income tax rate 21.00% 35.00% 35.00%
Net operating losses $ 11,500,000    
UK      
Income tax rate 19.00%    
Net operating losses $ 3,200,000    
v3.19.2
STOCKHOLDERS' EQUITY (Details Narrative)
1 Months Ended
Nov. 30, 2015
USD ($)
$ / shares
shares
Equity [Abstract]  
Number of common stock issued 5,000,000
Purchase of warrants 10,000,000
Proceeds from issue of shares | $ $ 10,000,000
Warrants exercisable | $ / shares $ 0.50
v3.19.2
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Quarterly Financial Information Disclosure [Abstract]                              
Total revenue $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Loss from operations (1,624,479) (932,925) (1,147,357) (771,963) (567,776) (476,353) (447,516) (417,320) (359,235) (375,366) (322,482) (494,183) (4,476,724) (1,908,965) (1,551,266)
Net loss $ (1,624,479) $ (925,889) $ (1,139,275) $ (763,154) $ (553,266) $ (466,365) $ (393,031) $ (407,787) $ (359,235) $ (375,366) $ (322,482) $ (494,183) $ (4,452,797) $ (1,820,449) $ (1,551,266)
Basic and diluted loss per share $ (0.01) $ 0.00 $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.02) $ (0.01) $ (0.00)
Weighted average number of shares outstanding 207,561,482 205,407,088 205,003,261 105,821,556 150,070,400 121,411,478 205,000,000 205,000,000 205,000,000 205,000,000 205,000,000 205,000,000 180,903,839 150,070,400 205,000,000
v3.19.2
OTHER ITEMS (Details Narrative) - USD ($)
1 Months Ended 2 Months Ended 12 Months Ended
Oct. 09, 2018
Dec. 31, 2018
Jul. 23, 2018
Oct. 24, 2018
Mar. 31, 2019
Mar. 31, 2018
Nov. 30, 2015
Common Stock, Shares Issued         207,655,916 67,676,000  
Exercise Price             $ 0.50
Warrants vested         50,000    
Invictus [Member] | Investor relations agreements [Member]              
Common Stock, Shares Issued 50,000            
Exercise of warrants     75,000 50,000      
Related party expenses $ 160,000            
Exercise Price     $ 0.01        
RedChip [Member] | Investor relations agreements [Member]              
Investor relations agreements   On August 31, 2018, the Company entered into an agreement to receive investor relations services from investor relations company 2. The term of the agreement was 1 year, although cancellable after 3 months if certain performance-based conditions are not met, including if the share trade volumes fail to meet an average of 100,000 shares per day minimum. Compensation is partly in cash and partly in restricted stock, 40,000 shares of restricted stock due on the 3-month anniversary and the final 40,000 due on the one-year anniversary, provided performance conditions are met as per the agreement. On November 30, 2018, 20,000 shares of common stock were issued to investor relations company 2 in compensation for services performed over the previous 3 months. A fair value of $1.90 was established based on the closing price of the common stock on November 30, 2018 and $38,000 was expensed. This fulfilled all liabilities in relation to this agreement and as of November 30, 2018 the agreement was terminated.