0001654954-20-013236 | 10-K | XBRL Viewer

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Sep. 30, 2020	Dec. 02, 2020	Mar. 31, 2020
Cover [Abstract]
Entity Registrant Name	Edesa Biotech, Inc.
Entity Central Index Key	0001540159
Document Type	10-K
Document Period End Date	Sep. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Small Business	true
Entity Shell Company	false
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	A1
Entity File Number	001-37619
Entity Public Float			$ 8,422,972
Entity Common Stock, Shares Outstanding		10,523,087
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020

Consolidated Balance Sheets - USD ($)	Sep. 30, 2020	Sep. 30, 2019
Current assets:
Cash and cash equivalents	$ 7,213,695	$ 5,030,583
Accounts and other receivable	87,446	217,101
Prepaid expenses and other current assets	802,877	397,022
Total current assets	8,104,018	5,644,706
Non-current assets:
Property, plant and equipment, net	14,815	73,058
Intangible assets, net	2,483,536	0
Operating lease right-of-use assets	160,006	0
Total assets	10,762,375	5,717,764
Current liabilities:
Accounts payable and accrued liabilities	1,460,127	461,634
Short-term operating lease liabilities	69,730	0
Total current liabilities	1,529,857	461,634
Non-current liabilities:
Long-term payables	29,928	0
Long-term operating lease liabilities	94,460	0
Total liabilities	1,654,245	461,634
Commitments (Note 7)
Temporary equity:
Convertible preferred shares	2,476,955	0
Shareholders' equity:
Capital shares: authorized unlimited common and preferred shares without par value issued and outstanding: 9,615,119 common shares (2019 - 7,504,468)	18,500,853	12,005,051
Additional paid-in capital	1,550,480	327,768
Accumulated other comprehensive loss	(287,204)	(342,074)
Accumulated deficit	(13,132,954)	(6,734,615)
Total shareholders' equity	6,631,175	5,256,130
Total liabilities, shareholders' equity and temporary equity	$ 10,762,375	$ 5,717,764

Consolidated Balance Sheets (Parenthetical) - $ / shares	12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Statement of Financial Position [Abstract]
Capital shares, par value	$ 0	$ 0
Capital shares, authorized	Unlimited	Unlimited
Capital shares, issued	9,615,119	7,504,468
Capital shares, outstanding	9,615,119	7,504,468

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2020
Revenues:
Product sales	$ 410,870	$ 328,801
Expenses:
Cost of sales	101,286	17,601
Research and development	1,096,426	3,329,451
General and administrative	2,045,296	3,382,591
Total expenses	3,243,008	6,729,643
Loss from operations	(2,832,138)	(6,400,842)
Other income (loss):
Interest income	56,840	37,778
Foreign exchange loss	(1,436)	(366)
Total other income (loss)	55,404	37,412
Loss before income taxes	(2,776,734)	(6,363,430)
Income tax expense	0	800
Net loss	(2,776,734)	(6,364,230)
Exchange differences on translation	87,899	54,870
Net comprehensive loss	$ (2,688,835)	$ (6,309,360)
Weighted average number of common shares	5,036,331	8,607,161
Loss per share - basic and diluted	$ (0.55)	$ (0.74)

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Sep. 30, 2019	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (2,776,734)	$ (6,364,230)
Adjustments for:
Depreciation and amortization	4,779	57,563
Share-based compensation	35,074	598,359
Change in working capital items:
Accounts and other receivable	9,737	127,131
Prepaid expenses and other current assets	(311,466)	(404,066)
Inventory	77,913	0
Accounts payable and accrued liabilities	(1,885,090)	998,903
Net cash used in operating activities	(4,845,787)	(4,986,340)
Cash flows from investing activities:
Cash acquired from reverse acquisition	6,389,322	0
Proceeds on sales of property and equipment	36,741	53,412
Purchase of property and equipment	(8,095)	(4,856)
Purchase of intangible assets	0	(29,483)
Purchase of short-term investments	0	(500,000)
Proceeds from maturities of short-term investments	0	500,000
Net cash provided by investing activities	6,417,968	19,073
Cash flows from financing activities:
Proceeds from issuance of common shares	0	4,360,500
Proceeds from exercise of warrants	0	3,223,804
Proceeds from exercise of share options	0	11,571
Payments for issuance costs of common shares	0	(475,720)
Payments for issuance costs of convertible preferred shares	0	(57,154)
Proceeds from borrowings	0	29,748
Net cash provided by financing activities	0	7,092,749
Effect of exchange rate changes on cash and cash equivalents	91,304	57,630
Net change in cash and cash equivalents	1,663,485	2,183,112
Cash and cash equivalents, beginning of period	3,367,098	5,030,583
Cash and cash equivalents, end of period	5,030,583	7,213,695
Supplemental disclosure of non-cash financing activities
Issuance of convertible preferred shares to acquire license	0	2,500,000
Fair value of placement agent warrants	0	18,051
Non-cash assets acquired and liabilities assumed in reverse acquisition - See Note 13	(1,693,921)	0
Preferred shares exchanged for common shares in reverse acquisition	$ 6,260,299	$ 0

Consolidated Statements of Changes in Shareholders' Equity - USD ($)	Common Shares	Class A Preferred Shares	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2018	3,239,902	1,007,143
Beginning balance, amount at Dec. 31, 2018	$ 1,111,253	$ 6,064,013	$ 230,792	$ (429,973)	$ (3,761,595)	$ 3,214,490
Preferred return for Class A preferred shares		196,286			(196,286)	0
Effect of reverse acquisition, shares	4,264,566
Effect of reverse acquisition, amount	$ 10,893,798	(6,260,299)	61,902			4,695,401
Share-based compensation			35,074			35,074
Net loss and comprehensive loss				87,899	(2,776,734)	(2,688,835)
Ending balance, shares at Sep. 30, 2019	7,504,468	0
Ending balance, amount at Sep. 30, 2019	$ 12,005,051	$ 0	327,768	(342,074)	(6,734,615)	5,256,130
Issuance of common shares in equity offering, shares	1,354,691
Issuance of common shares in equity offering, amount	$ 3,070,358		1,290,142			4,360,500
Issuance costs	$ (349,756)		(125,964)			(475,720)
Issuance of common shares upon exercise of warrants, shares	751,510
Issuance of common shares upon exercise of warrants, amount	$ 3,754,265		(530,461)			3,223,804
Issuance of common shares upon exercise of share options, shares	4,450
Issuance of common shares upon exercise of share options, amount	$ 20,935		(9,364)			11,571
Preferred return on convertible preferred shares					(34,109)	(34,109)
Share-based compensation			598,359			598,359
Net loss and comprehensive loss				54,870	(6,364,230)	(6,309,360)
Ending balance, shares at Sep. 30, 2020	9,615,119	0
Ending balance, amount at Sep. 30, 2020	$ 18,500,853	$ 0	$ 1,550,480	$ (287,204)	$ (13,132,954)	$ 6,631,175

Nature of Operations

12 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Edesa Biotech, Inc. (the “Company” or “Edesa”) is a biopharmaceutical company focused on acquiring, developing and commercializing clinical stage drugs for inflammatory and immune-related diseases with clear unmet medical needs. The Company is organized under the laws of British Columbia, Canada and is headquartered in Markham, Ontario.

In June 2019, the Company changed its name from Stellar Biotechnologies, Inc. to Edesa Biotech, Inc. following a reverse acquisition with Edesa Biotech Research, Inc., formerly known as Edesa Biotech Inc., a company organized under the laws of the province of Ontario. At the closing of the transaction, which occurred on June 7, 2019, the Company acquired the entire issued share capital of Edesa Biotech Research, Inc., with Edesa Biotech Research, Inc., becoming a wholly-owned subsidiary of the Company. The other wholly-owned subsidiary of the Company is Edesa Biotech USA, Inc., a California, USA corporation founded in 1999 formerly known as Stellar Biotechnologies, Inc. prior to November 2020. Also, on June 7, 2019, in connection with and following the completion of the reverse acquisition, the Company effected a 1-for-6 reverse split of its common shares. Upon the completion of the reverse acquisition, Edesa Biotech Research, Inc. changed its fiscal year end from December 31 to September 30 to align with the Company’s fiscal year end.

The Company’s common shares trade on The Nasdaq Capital Market in the United States under the symbol “EDSA”.

Liquidity

The Company's operations have historically been funded through issuances of common shares, exercises of common share purchase warrants, convertible preferred shares, convertible loans, government grants and tax incentives. For the year ended September 30, 2020 and nine-month period ended September 30, 2019, the Company reported net losses of $6.36 million and $2.78 million, respectively.

On January 8, 2020, the Company completed a registered direct offering resulting in net proceeds of approximately $3.89 million. On September 28, 2020, the Company entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (“RBCCM”), as sales agent, pursuant to which the Company may offer and sell, from time to time, common shares through an at-the-market equity offering program for up to $9.2 million in gross cash proceeds. The total amount of cash that may be generated under this distribution agreement is uncertain and depends on a variety of factors, including market conditions and the trading price of the Company’s common shares. No shares were sold under the distribution agreement prior to September 30, 2020.

At September 30, 2020, the Company had cash and cash equivalents of $7.21 million, working capital of $6.57 million, shareholders’ equity and temporary equity of $9.11 million and an accumulated deficit of $13.13 million. From October 1, 2020 to December 2, 2020, the exercise of Class A and Class B warrants resulted in the issuance of 243,369 common shares and cash proceeds of approximately $1.0 million. From October 1, 2020 to December 2, 2020, the Company sold 169,753 common shares under the Company’s equity distribution agreement for net proceeds of approximately $0.99 million.

The Company plans to finance operations for at least the next twelve months with cash and cash equivalents on hand.

Impact of COVID-19

The ongoing COVID-19 pandemic has severely impacted global economic activity and has caused material disruptions to almost every industry directly or indirectly. The full impact of the pandemic remains uncertain and ongoing developments related to the pandemic may cause material impacts to the Company’s future operations, clinical study timelines and financial results. While the full impact of the COVID-19 pandemic to business and operating results presents additional uncertainty, the Company’s management continues to use reasonably available information to assess impacts to the Company’s business plans and financial condition.

Basis of Preparation

12 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Preparation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and include the accounts of the Company and its wholly-owned subsidiaries, Edesa Biotech Research, Inc., an Ontario corporation, and Edesa Biotech USA, Inc., a California corporation in the U.S. All intercompany balances and transactions have been eliminated upon consolidation.

The accompanying consolidated financial statements include the year ended September 30, 2020 and nine-month period ended September 30, 2019.

Significant Accounting Policies

12 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP 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 revenue and expenses during the period or year. Actual results could differ from those estimates. Areas where significant judgment is involved in making estimates are valuation of accounts and other receivable; valuation and useful lives of property and equipment; intangible assets; operating lease right-of-use assets; deferred income taxes; classification of convertible preferred shares as liability or equity; the determination of fair value of share-based compensation; the determination of fair value of shares and replacement warrants for reverse acquisition; the determination of fair value of Class A Warrants, Class B Warrants and placement agent warrants in order to allocate proceeds from equity issuances; and forecasting future cash flows for assessing the going concern assumption.

Functional and reporting currencies

The consolidated financial statements of the Company are presented in U.S. dollars, unless otherwise stated, which is the Company’s and its wholly- owned subsidiary’s, Edesa Biotech USA, Inc., functional currency. The functional currency of the Company’s wholly-owned subsidiary, Edesa Biotech Research, Inc., as determined by management, is Canadian dollars.

Cash and cash equivalents

Cash and cash equivalents consist of demand deposits with financial institutions and highly liquid investments which are readily convertible into cash with maturities of three months or less when purchased. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term nature.

Investments

Investments during the year consisted of U.S. Treasury bills with original maturities between 13 and 52 weeks. They are reported at amortized cost, which approximates fair value. The Company regularly reviews these investments to determine whether any decline in fair value below the amortized cost basis has occurred that is other than temporary. If a decline in fair value has occurred that is determined to be other than temporary, the cost basis of the investment is written down to fair value. There were no investments outstanding at September 30, 2020 and 2019.

Accounts and other receivable

The Company assesses the collectability of its accounts receivable through a review of its current aging, as well as an analysis of its historical collection rate, general economic conditions and credit status of its customers. Accounts and other receivable include Harmonized Sales Tax (HST) refunds receivable. As of September 30, 2020, all outstanding accounts and HST refunds receivable were deemed to be fully collectible, and therefore, no allowance for doubtful accounts was recorded.

Property and equipment

Property and equipment are recorded at historical cost less accumulated depreciation and any accumulated impairment losses. Depreciation is recorded to write off the cost of assets less their residual values over their useful lives, using the declining balance and straight-line methods. Assets not in use and on consignment for sale are carried at the expected net proceeds value. Maintenance and repair expenditures that do not improve or extend the life are expensed in the period incurred. Any gain or loss arising on the disposal or retirement of an item of property and equipment is recognized as the difference between the sales proceeds and the carrying amount of the asset. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis.

The depreciation policy for the principal asset categories are calculated as follows:

Computer equipment	30% declining balance method or straight line 3 years
Furniture and equipment	20% declining balance method

Intangible assets

Intangible assets represent the exclusive world-wide rights to know-how, patents and data relating to certain monoclonal antibodies (“the Constructs”), including sublicensing rights, acquired by entering into a license agreement with a pharmaceutical development company. Unless earlier terminated, the term of the license agreement will remain in effect for 25 years from the date of first commercial sale of licensed products containing the Constructs. Subsequently, the license agreement will automatically renew for five-year periods unless either party terminates the agreement in accordance with its terms. Intangible assets are stated at their historical cost, amortized on a straight-line basis over their expected useful lives, which is 25 years, and subject to impairment review at the end of each reporting period.

Impairment of long-lived assets

Long-lived assets are tested for impairment when indicators of impairment exist. When a significant change in the expected timing or amount of the future cash flows of the financial asset is identified, the carrying amount of the financial asset is reduced and the amount of the write-down is recognized as a loss. A previously recognized impairment loss may be reversed to the extent of the improvement, provided it is not greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously, and the amount of the reversal is recognized in net income (loss).

Fair value measurement

The Company uses the fair value measurement framework for valuing financial assets and liabilities. See Note 11.

Revenue Recognition

The Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC Topic 606: (1) identify contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenues when (or as) the Company satisfies the performance obligation(s). Revenues consist of sales of product inventory obtained in the reverse acquisition completed in June 2019, which are recognized upon shipment when the customer obtains control of the product and the Company has no further performance obligations.

Research and development

Research and development expenses principally consist of (i) contract research organizations for clinical trial management services, (ii) contract manufacturing organizations for manufacturing the drug compound(s) for use in clinical trials and (iii) salaries of employees directly involved in research and development efforts. Research and development costs are expensed as incurred.

Share-based compensation

The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted since the fair value of the goods or services received by the Company cannot be reliably estimated.

The Company grants options to buy common shares of the Company to its directors, officers, employees and consultants, and grants other equity-based instruments such as warrants to non-employees. The fair value of share-based compensation is measured on the date of grant, using the Black-Scholes option valuation model and is recognized over the vesting period net of estimated forfeitures for employees or the service period for non-employees. The provisions of the Company's share-based compensation plans do not require the Company to settle any options by transferring cash or other assets, and therefore the Company classifies the awards as equity. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option.

Translation of foreign currency transactions

The Company's reporting currency is the U.S. dollar. The financial statements of the wholly-owned Canadian subsidiary is measured using the Canadian dollar as the functional currency. Assets and liabilities of the Canadian operation have been translated at year-end exchange rates and related revenue and expenses have been translated at average exchange rates for the year. Accumulated gains and losses resulting from the translation of the financial statements of the Canadian operation are included as part of accumulated other comprehensive loss, a separate component of shareholders' equity.

For other transactions denominated in currencies other than the Company’s functional currency, the monetary assets and liabilities are translated at the year-end rates. Revenue and expenses are translated at rates of exchange prevailing on the transaction dates. Non-monetary balance sheet and related income statement accounts are remeasured into U.S. dollar using historical exchange rates. All of the exchange gains or losses resulting from these other transactions are recognized in the statements of operations and comprehensive loss.

Income taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized.

The Company assesses the likelihood of the financial statement effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. The Company is subject to examination by taxing authorities in Canada and the U.S. Management does not believe that there are any uncertain tax positions that would result in an asset or liability for taxes being recognized in the accompanying financial statements. The Company recognizes tax-related interest and penalties, if any, as a component of income tax expense.

The Company accounts for income taxes on a tax jurisdictional basis. The Company files income tax returns in Canada, the provinces of British Columbia and Ontario, the U.S. and the state of California.

Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period.

The computation of diluted earnings (loss) per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings (loss) per share. The dilutive effect of convertible securities would be reflected in diluted earnings per share by application of the “if converted” method. The dilutive effect of outstanding options and warrants and their equivalents would be reflected in diluted earnings per share by application of the treasury stock method. However, conversion of outstanding convertible preferred shares, options and warrants would have an antidilutive effect on loss per share for the year ended September 30, 2020 and nine-month period ended September 30, 2019 and are therefore excluded from the computation of diluted loss per share. See Notes 8 and 9 for outstanding convertible preferred shares, options and warrants at September 30, 2020 and 2019.

Segmented Information

The Company's operations comprise a single reportable segment engaged in the research and development, manufacturing and commercialization of innovative pharmaceutical products. As the operations comprise a single reportable segment, amounts disclosed in the consolidated financial statements for net loss, comprehensive loss, depreciation and total assets also represent segmented amounts.

Adoption of Recent Accounting Pronouncements

On October 1, 2019, the Company adopted Accounting Standards Codification (ASC) Topic 842 Leases using the modified retrospective transition method, applying the new standard to all leases existing at the date of initial application. In addition, the Company elected the package of practical expedients in transition, which permitted the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs on leases that commenced prior to adoption of the new standard. The Company also elected the ongoing practical expedient not to recognize operating lease right-of-use assets and operating lease liabilities for short-term leases. As a result of adopting the new standard, the Company recognized operating lease right-of-use (“ROU”) assets of approximately $234,000 and operating lease liabilities of approximately $234,000 on the balance sheet for one operating lease with a term longer than 12 months at adoption. There was no impact to opening accumulated deficit. The Company had three short-term operating leases upon adoption that did not follow the ROU model. The ROU assets are initially measured at cost and amortized using the straight-line method through the end of the lease term. The lease liabilities are measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company’s incremental borrowing rate.

Future accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which includes provisions that require financial assets measured at amortized cost basis to be presented at the net amount expected to be collected and credit losses relating to available-for-sale debt securities to be recorded through an allowance for credit losses, which requires recognition of an estimate of all current expected credit losses. The guidance is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those years, with early adoption permitted for fiscal years beginning after December 15, 2018. These standards are effective for the Company during the fiscal year ending September 30, 2021. Management expects that ASU 2016-13, as updated, will not have a significant impact on the Company’s consolidated financial statements.

Property and Equipment

12 Months Ended

Sep. 30, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment, net consisted of the following:

	September 30, 2020			September 30, 2019

Computer equipment	$	34,651		$	42,910
Furniture and equipment		5,694			7,932

		40,345			50,842
Less: accumulated depreciation		(25,530	)		(29,194	)

Depreciable assets, net	$	14,815		$	21,648

Assets not in service		-			51,410

Total property and equipment, net	$	14,815		$	73,058

Assets not in service at September 30, 2019 represented equipment acquired in the reverse acquisition and held for sale on consignment by a third party. All assets not in service were disposed by September 30, 2020.

Depreciation expense amounted to $9,602 and $4,779 for the year ended September 30, 2020 and nine-month period ended September 30, 2019, respectively.

Intangible Assets

12 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Acquired License

In April 2020, the Company entered into a license agreement with a pharmaceutical development company to obtain exclusive world-wide rights to know-how, patents and data relating to certain monoclonal antibodies ("the Constructs"), including sublicensing rights. Unless earlier terminated, the term of the license agreement will remain in effect for 25 years from the date of first commercial sale of licensed products containing the Constructs. Subsequently, the license agreement will automatically renew for five-year periods unless either party terminates the agreement in accordance with its terms.

Under the license agreement, the Company is exclusively responsible, at its expense, for the research, development manufacture, marketing, distribution and commercialization of the Constructs and licensed products and to obtain all necessary licenses and rights. The Company is required to use commercially reasonable efforts to develop and commercialize the Constructs in accordance with the terms of a development plan established by the parties.

The Company has determined that the license has multiple alternative future uses in research and development projects and sublicensing in other countries or for other disease indications. The value of the acquired license is recorded as an intangible asset with amortization over the estimated useful life of 25 years and evaluation for impairment at the end of each reporting period.

The required upfront license payment of $2.5 million was paid by issuance of Series A-1 Convertible Preferred Shares. The value of the license includes acquisition legal costs. See Note 7 for license commitments and Note 8 for temporary equity.

Intangible assets, net consisted of the following:

	September 30, 2020			September 30, 2019

The Constructs	$	2,529,483		$	-

Less: accumulated depreciation		(45,947	)		-

Total intangible assets, net	$	2,483,536		$	-

Amortization expense amounted to $45,947 for the year ended September 30, 2020. There was no amortization expense for nine-month period ended September 30, 2019.

Total estimated future amortization of intangible assets for each fiscal year is as follows:

Year Ending
September 30, 2021	$	101,172
September 30, 2022		101,172
September 30, 2023		101,172
September 30, 2024		101,172
September 30, 2025		101,172
Thereafter		1,977,676

	$	2,483,536

Leases

12 Months Ended

Sep. 30, 2020

Leases [Abstract]

Leases

Related party operating lease

The Company leases facilities used for executive offices from a related company for a six-year term through December 2022, with options to renew for another two-year term. The option period is not included in the operating lease right-of-use assets and liabilities.

The gross amounts of assets and liabilities related to operating leases were as follows:

	Balance Sheet Caption	September 30, 2020
Assets:
Operating lease assets	Operating lease right-of-use assets	$	160,006

Liabilities:
Current:
Operating lease liabilities	Short-term operating lease liabilities	$	69,730
Long-term:
Operating lease liabilities	Long-term operating lease liabilities		94,460

Total lease liabilities		$	164,190

The components of lease cost were as follows:

Statements of Operations Caption

Year Ended

September 30,

2020

Operating lease cost

General and administrative

76,331

Lease terms and discount rates were as follows:

September 30,

2020

Remaining lease term (months):

Estimated incremental borrowing rate:

6.5

The approximate future minimum lease payments under operating leases at September 30, 2020 were as follows:

Year Ending
September 30, 2021	$	78,362
September 30, 2022		78,884
September 30, 2023		19,721

Total lease payment		176,967
Less imputed interest		12,777

Present value of lease liabilities		164,190
Less current installments		69,730

Long-term lease liabilities excluding current installments	$	94,460

Cash flow information was as follows:

Statements of Cash Flows Caption

Year Ended

September 30,

2020

Cash paid for amounts included in the measurement of lease liabilities

Accounts payable and accrued liabilities

76,333

Other operating leases

The Company also leased facilities through its California subsidiary under one operating lease that expired in June 2020 and two operating leases that expired in September 2020. The Company did not exercise options to extend these leases. Total rent under these leases included in general and administrative expenses was $201,421 and $68,508 for the year ended September 30, 2020 and nine-month period ended September 30, 2019, respectively. There was no rent under these leases prior to the completion of the reverse acquisition on June 7, 2019.

Commitments

12 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments

Research and other commitments

The Company has commitments for contracted research organizations who perform clinical trials for the Company’s ongoing clinical studies, other service providers and the drug substance acquired in connection with a license agreement. Aggregate future contractual payments at September 30, 2020 are as follows:

Year Ending
September 30, 2021	$	4,838,000
September 30, 2022		2,572,000
September 30, 2023		27,000
September 30, 2024		24,000

	$	7,461,000

License and royalty commitments

In April 2020, through its Ontario subsidiary, the Company entered into a license agreement with a third party to obtain exclusive world-wide rights to certain know-how, patents and data relating to certain monoclonal antibodies ("the Constructs"), including sublicensing rights. An intangible asset for the acquired license has been recognized. See Note 5 for intangible assets. Under the license agreement, the Company is committed to payments of up to an aggregate amount of $356 million contingent upon meeting certain milestones outlined in the license agreement, primarily relating to future potential commercial approval and sales milestones. The Company also has a commitment to pay royalties based on any net sales of products containing the Constructs in the countries where the Company directly commercializes the products containing the Constructs and a percentage of any sublicensing revenue received by the Company and its affiliates in the countries where it does not directly commercialize the products containing the Constructs. No royalty or sublicensing payments were made to the third party during the year ended September 30, 2020. In connection with this license agreement and pursuant to a purchase agreement entered into in April 2020, the Company acquired drug substance of one of the Constructs for an aggregate purchase price of $5.0 million, payable in two future installments, the first when the Company is ready to initiate a Phase 2 trial and the second when the Company is ready to initiate a Phase 3 trial. The purchase commitment is included in the table above in 2021 and 2022. No amounts have been paid for the drug substance during the year ended September 30, 2020.

In 2016, through its Ontario subsidiary, the Company entered into a license agreement with a third party to obtain exclusive rights to certain know-how, patents and data relating to a pharmaceutical product. The Company will use the exclusive rights to develop the product for therapeutic, prophylactic and diagnostic uses in topical dermal applications and anorectal applications. No intangible assets have been recognized under the license agreement with the third party as of September 30, 2020 and 2019. Under the license agreement, the Company is committed to payments of various amounts to the third party upon meeting certain milestones outlined in the license agreement, up to an aggregate amount of $18.6 million. Upon divestiture of substantially all of the assets of the Company, the Company shall pay the third party a percentage of the valuation of the licensed technology sold as determined by an external objective expert. The Company also has a commitment to pay the third party a royalty based on net sales of the product in countries where the Company, or an affiliate, directly commercializes the product and a percentage of sublicensing revenue received by the Company and its affiliates in the countries where it does not directly commercialize the product. No license or royalty payments were made to the third party during the year ended September 30, 2020 and nine-month period ended September 30, 2019.

Related party patent royalty commitments

On August 14, 2002, through its California subsidiary, the Company entered into a patent royalty agreement with a director of the Company, whereby he would receive royalty payments in exchange for assignment of his patent rights to the Company. The royalty is 5% of gross receipts from products using this invention in excess of $500,000 annually.

Retirement savings plan 401(k) contributions

Executive officers and employees of our California subsidiary are eligible to receive the Company’s non-elective safe harbor employer contribution of 3% of eligible compensation under a 401(k) plan to provide retirement benefits. Employees are 100% vested in employer contributions and in any voluntary employee contributions. Contributions to the 401(k) plan were $11,936 and $5,442 during the year ended September 30, 2020 and nine-month period ended September 30, 2019. There are no 401(k) contributions in the accompanying consolidated financial statements prior to the completion of the reverse acquisition on June 7, 2019.

Temporary Equity

12 Months Ended

Sep. 30, 2020

Temporary equity:

Temporary Equity

Series A-1 Convertible Preferred Shares

As described in Notes 5 and 7, in April 2020, the Company entered into a license agreement with a pharmaceutical development company to obtain exclusive world-wide rights to know- how, patents and data relating to certain monoclonal antibodies ("the Constructs"), including sublicensing rights. In exchange for the exclusive rights to develop and commercialize the Constructs, the Company issued 250 convertible preferred shares valued at $2.5 million designated as Series A-1 Convertible Preferred Shares (the “Series A-1 Shares”). The Series A-1 Shares have no par value, a stated value of $10,000 per share and rank, with respect to redemption payments, rights upon liquidation, dissolution or winding-up of the Company, or otherwise, senior in preference and priority to the Company’s common shares.

A holder of Series A-1 Shares is not entitled to receive dividends unless declared by the Company’s Board of Directors. Subject to certain exceptions and adjustments for share splits, each Series A-1 Share is convertible six months after its date of issuance into a number of the Company’s common shares calculated by dividing (i) the sum of the stated value of such Series A-1 Share plus a return equal to 3% of the stated value of such Series A-1 Share per annum (collectively, the “Preferred Amount”) by (ii) a fixed conversion price of $2.26. A holder of Series A-1 Shares will not have the right to convert any portion of its Series A-1 Shares if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of common shares outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”); provided, however, that upon notice to the Company, the holder may increase the Beneficial Ownership Limitation to a maximum of 9.99%. The Series A-1 Shares do not have the right to vote on any matters except as required by law and do not contain any variable pricing features, or any price-based anti-dilutive features.

In the event of any liquidation, dissolution or winding-up of the Company, a holder of Series A-1 Shares shall be entitled to receive, before any distribution or payment may be made with respect to the Company’s common shares, an amount in cash equal to the Preferred Amount per share, plus any unpaid accrued dividends on all such shares.

At any time, the Company may redeem some or all outstanding Series A-1 Shares for a cash payment per share equal to the Preferred Amount. A holder of Series A-1 Shares may require the Company to redeem the Series A-1 Shares for cash beginning 18 months after issuance if at any time after such date the 30-day volume weighted average price of the Company’s common shares is below the conversion price of $2.26. In the event of a required redemption, at the election of the Company, the redemption amount (which is equal to the Preferred Amount) may be paid in full or in up to twelve equal monthly payments with any unpaid redemption amounts accruing interest at a rate of 3% annually, compounded monthly. On the third anniversary of the date of issuance of the Series A-1 Shares, the Company has the right to convert any outstanding Series A-1 Shares into common shares.

Because the convertible preferred shares are redeemable outside the control of the Company, they are presented as temporary equity rather than permanent shareholders’ equity.

Issued and outstanding Series A-1 Convertible Preferred Shares:

	Series A-1 Convertible Preferred Shares (#)		Series A-1 Convertible Preferred Shares
Balance – December 31, 2018 and September 30, 2019		-	$	-

Issuance of convertible preferred shares		250	$	2,500,000
Convertible preferred share issuance costs		-		(57,154	)
Preferred return on convertible preferred shares		-		34,109

Balance – September 30, 2020		250	$	2,476,955

Capital Shares

12 Months Ended

Sep. 30, 2020

Stockholders' Equity Note [Abstract]

Capital Shares

Reverse Share Split

On June 7, 2019, the Company effected a reverse split of the Company's common shares at a ratio of 1-for-6. As a result of the reverse split, every six shares of the issued and outstanding common shares, without par value, consolidated into one newly issued outstanding common share, without par value, after fractional rounding. All shares and exercise prices are presented on a post-split basis in these consolidated financial statements.

Equity Offering

On January 8, 2020, the Company closed a registered direct offering of 1,354,691 common shares, no par value and a concurrent private placement of Class A Purchase Warrants to purchase an aggregate of up to 1,016,036 common shares and Class B Purchase Warrants to purchase an aggregate of up to 677,358 common shares. Gross proceeds from the offering amounted to $4,360,500.

The Class A Purchase Warrants are exercisable on or after July 8, 2020, at an exercise price of $4.80 per share and will expire on July 8, 2023. The Class B Purchase Warrants are exercisable on or after July 8, 2020, at an exercise price of $4.00 per share and will expire on November 8, 2020. In connection with the offering, the Company also issued warrants to purchase an aggregate of 12,364 common shares to certain affiliated designees of the placement agent as part of the placement agent’s compensation. The placement agent warrants are exercisable on or after July 6, 2020, at an exercise price of $3.20 per share, and will expire on January 6, 2025.

The warrants are considered contracts on the Company’s own shares and are classified as equity. The Company allocated gross proceeds with $3,070,358 as the value of common shares and $1,008,743 as the value of Class A Purchase Warrants and $281,399 as the value of Class B Purchase Warrants under additional paid-in capital in the consolidated statements of changes in shareholders’ equity on a relative fair value basis.

The direct costs related to the issuance of the common shares and warrants were $468,699. These direct costs were recorded as an offset against gross proceeds with $330,025 being recorded under common shares and $138,674 being recorded under additional paid-in capital on a relative fair value basis. The Company also recorded the fair value of placement agent warrants in the amount of $18,051 as share based compensation to nonemployees under additional paid-in capital and an offset against gross proceeds with $12,710 being recorded under common shares and $5,341 being recorded under additional paid-in capital on a relative fair value basis.

Equity Distribution Agreement

On September 28, 2020, the Company entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (“RBCCM”), as sales agent, pursuant to which the Company may offer and sell, from time to time, common shares through an at-the-market equity offering program for up to $9.2 million in gross cash proceeds. RBCCM will use commercially reasonable efforts to sell the common shares from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the shares, and may at any time suspend sales under the distribution agreement or terminate the agreement in accordance with its terms. The total amount of cash that may be generated under this distribution agreement is uncertain and depends on a variety of factors, including market conditions and the trading price of the Company’s common shares. No shares were sold under the distribution agreement prior to September 30, 2020.

Black-Scholes option valuation model

The Company uses the Black-Scholes option valuation model to determine the fair value of share-based compensation for share options and compensation warrants granted and the fair value of warrants issued. Option valuation models require the input of highly subjective assumptions including the expected price volatility. The Company calculates expected volatility based on historical volatility of the Company’s share price. When there is insufficient data available, the Company uses a peer group that is publicly traded to calculate expected volatility. The Company adopted interest-free rates by reference to the U.S. treasury yield rates. The Company calculated the fair value of share options granted based on the expected life of 5 years (2019: 4 years), considering expected forfeitures during the option term of 10 years. Expected life of warrants is based on warrant terms. The Company did not and is not expected to declare any dividends. Changes in the subjective input assumptions can materially affect the fair value estimates, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s warrants and share options.

Warrants

A summary of the Company’s warrants activity is as follows:

	Number of Warrants (#)			Weighted Average Exercise Price
Balance – December 31, 2018		-		$	-

Effect of reverse acquisition		362,430			31.60
Black-Scholes value payout		(313,516	)		33.01

Balance – September 30, 2019		48,914		$	11.19

Issued		1,705,758		$	4.47
Exercised		(761,951	)		4.31

Balance – September 30, 2020		992,721		$	4.92

The weighted average contractual life remaining on the outstanding warrants at September 30, 2020 is 27 months.

The following table summarizes information about the warrants outstanding at September 30, 2020:

Number of Warrants (#)		Exercise Prices		Expiry Dates
	216,414	$	4.00	November 2020
	28,124	$	15.90	May 2023
	728,921	$	4.80	July 2023
	7,484	$	4.81	June 2024
	11,778	$	3.20	January 2025
	992,721

The fair value of warrants issued during the year ended September 30, 2020 was estimated using the Black-Scholes option valuation model using the following assumptions:

	Class A Warrants			Class B Warrants			Placement Agent Warrants
Risk free interest rate		1.61	%		1.55	%		1.61	%
Expected life		3.5 years			0.83 years			5 years
Expected share price volatility		103.81	%		134.15	%		101.89	%
Expected dividend yield		0.00	%		0.00	%		0.00	%

There were no warrants issued in the nine-month period ended September 30, 2019.

Share Options

The Company adopted an Equity Incentive Compensation Plan in 2019 (the “2019 Plan”) administered by the independent members of the Board of Directors, which amended and restated the 2017 Incentive Compensation Plan (the “2017 Plan”). Options, restricted shares and restricted share units are eligible for grant under the 2019 Plan. The number of shares available for issuance under the 2019 Plan is 1,148,697, including shares available for the exercise of outstanding options under the 2017 Plan. Option holders under Edesa Biotech Research, Inc.’s option plan received substitute options under the Company’s incentive plan upon completion of the reverse acquisition.

The Company's 2019 Plan allows options to be granted to directors, officers, employees and certain external consultants and advisers. Under the 2019 Plan, the option term is not to exceed 10 years and the exercise price of each option is determined by the independent members of the Board of Directors.

Options have been granted under the 2019 Plan allowing the holders to purchase common shares of the Company as follows:

	Number of Options (#)			Weighted Average Exercise Price
Balance – December 31, 2018		315,123		$	1.65

Effect of reverse acquisition		7,787			124.80
Expired		(3,265	)		125.75

Balance – September 30, 2019		319,645		$	3.39

Granted		366,365			3.35
Exercised		(4,450	)		2.60
Forfeited		(5,790	)		2.73
Expired		(333	)		145.20

Balance – September 30, 2020		675,437		$	3.30

On February 12, 2020, the independent members of the Board of Directors granted a total of 352,365 options to directors, officers and employees of the Company pursuant to the 2019 Plan. The options have a term of 10 years with 33% vesting on the grant date, with a pro rata amount of the balance vesting monthly for the next 36 months and an exercise price equal to the Nasdaq closing price on the grant date.

On September 30, 2020, the independent members of the Board of Directors granted a total of 14,000 options to employees of the Company pursuant to the 2019 Plan. The options have a term of 10 years vesting monthly for 36 months from November 30, 2020 and an exercise price equal to the Nasdaq closing price on the grant date.

The weighted average contractual life remaining on the outstanding options at September 30, 2020 is 99 months.

The following table summarizes information about the options under the 2019 Plan outstanding and exercisable at September 30, 2020:

Number of Options (#)		Exercisable at September 30, 2020 (#)			Range of Exercise Prices		Expiry Dates

	238		238		$	768.60	Nov 2020
	214		214	C	$	638.40	Nov 2021
	238		238		$	304.08	Dec 2022
	3,499		3,499		$	35.28 - 93.24	Sep 2023-Mar 2025
	311,883		302,343	C	$	2.16	Aug 2027-Dec 2028
	345,365		161,788		$	3.16	Feb 2030
	14,000		-		$	8.07	Sep 2030
	675,437		468,320

The fair value of options granted during the year ended September 30, 2020 and nine-month period ended September 30, 2019 was estimated using the Black-Scholes option valuation model using the following assumptions:

	Year Ended September 30, 2020			Nine-month Period Ended September 30, 2019

Risk free interest rate		0.28%-1.45	%		1.98	%
Expected life		5 years			4 years
Expected share price volatility		94.42%-104.14	%		79.46	%
Expected dividend yield		0.00	%		0.00	%

The Company recorded $598,359 and $35,074 of share-based compensation expenses for the year ended September 30, 2020 and nine-month period ended September 30, 2019, respectively.

As of September 30, 2020, the Company had approximately $346,000 of unrecognized share-based compensation expense, which is expected to be recognized over a period of 37 months.

Issued and outstanding common shares:

	Number of Common Shares (#)		Common Shares
Balance – December 31, 2018		3,239,902	$	1,111,253

Conversion of preferred shares upon reverse acquisition		3,376,112	$	6,260,299
Share consideration transferred upon reverse acquisition		888,454		4,633,499

Balance – September 30, 2019		7,504,468	$	12,005,051

Common shares issued		1,354,691	$	3,070,358
Common shares issued upon exercise of warrants		751,510		3,754,265
Common shares issued upon exercise of share options		4,450		20,935
Share issuance costs		-		(349,756	)

Balance – September 30, 2020		9,615,119	$	18,500,853

Issued and outstanding preferred shares:

	Class A Preferred Shares (#)			Class A Preferred Shares
Balance – December 31, 2018		1,007,143		$	6,064,013

Preferred return on Class A preferred shares		-			196,286
Conversion upon reverse acquisition		(1,007,143	)		(6,260,299	)

Balance – September 30, 2019 and 2020		-		$	-

Following the completion of the reverse acquisition on June 7, 2019, all the outstanding Class A preferred shares and accumulated accrued preferred return were fully converted to 3,376,112 common shares based on the fair market value upon conversion. Prior to conversion, the Class A preferred shares had the following features:

The Class A preferred shares were voting and convertible into common shares at the option of the holder at any time. Upon the occurrence of a liquidation event, as defined in the resolutions of the shareholders dated August 28, 2017, the Class A preferred shares had a liquidation amount preference over the rights of holders of common shares or any class of shares ranking junior to Class A preferred shares. The Class A preferred shares also contained an 8% preferred return that accrued daily and compounds annually and was payable in shares upon conversion.

The Company evaluated the Class A preferred shares and the embedded conversion option. The embedded conversion option did not meet the criteria for bifurcation and was therefore classified to equity.

Income Tax

12 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Income Tax

The reconciliation of the combined Canadian federal and provincial statutory income tax rate to the approximate effective tax rate is as follows:

	Year Ended September 30, 2020			Nine-month Period Ended September 30, 2019

Net loss before recovery of income taxes	$	(6,363,430	)	$	(2,776,734	)
Canadian federal and provincial statutory income tax rate		26.5	%		26.5	%

Expected income tax recovery	$	(1,686,000	)	$	(736,000	)
Permanent differences		159,000			11,000
Effect of foreign currency and foreign tax rate differences		23,800			(60,000	)
Share issuance cost booked through equity or capitalization		(144,000	)		-
Change in valuation allowance		1,648,000			785,000

Income tax (recovery) expense	$	800		$	-

Components of the net deferred tax asset or liability

Deferred taxes are provided as a result of temporary differences that arise due to the difference between the income tax values and the carrying amount of assets and liabilities. Approximate deferred tax assets and liabilities are as follows:

	September 30, 2020			September 30, 2019

Non-capital losses carried forward - Canada	$	4,881,000		$	3,592,000
Non-capital losses carried forward - U.S.		1,609,000			1,587,000
Research and development tax credits		1,253,000			626,000
Share issuance and financing costs		473,000			517,000
Operating lease liabilities		43,000			-
Other temporary differences		16,000			28,000

Subtotal	$	8,275,000		$	6,350,000
Less: valuation allowance		(8,173,000	)		(6,350,000	)

Total net deferred tax assets	$	102,000		$	-

Property and equipment	$	(17,000	)	$	-
Operating lease right-of-use assets		(42,000	)		-
Deferred share issuance costs		(43,000	)		-

Total deferred tax liabilities	$	(102,000	)	$	-

Net deferred taxes	$	-		$	-

Realization of the deferred tax assets is dependent upon the generation of future taxable income, the amount and timing of which are uncertain. It is more likely than not that a tax benefit will not be realized. Accordingly, net deferred tax assets have been fully offset by a valuation allowance.

Non-capital losses, capital losses, and research and development credits generated by Edesa Biotech USA, Inc. prior to changes in share ownership that occurred as a result of the reverse acquisition are substantially limited. It is unlikely that tax losses totaling $25.6 million and credits totaling $0.6 million will be utilized to offset potential future taxable income before expiration and they are excluded from deferred tax assets above.

The approximate Canadian non-capital losses carried forward at September 30, 2020 expire as follows:

2028	C	$	21,000
2029			56,000
2030			346,000
2031			688,000
2032			860,000
2033			685,000
2034			780,000
2035			1,374,000
2036			1,415,000
2037			2,269,000
2038			3,243,000
2039			6,059,000
2040			6,546,000

Total	C	$	24,342,000

Share issuance and financing costs will be fully amortized in 2024.

The U.S. non-capital losses carried forward at September 30, 2020 totaled approximately $7,587,000, which do not expire for federal taxes. The approximate U.S. state non-capital losses carried forward at September 30, 2020 expire as follows:

2039	$	70,000
2040		150,000

Total	$	220,000

Financial Instruments

12 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Financial Instruments

(a) Fair values

The Company uses the fair value measurement framework for valuing financial assets and liabilities measured on a recurring basis in situations where other accounting pronouncements either permit or require fair value measurements.

Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company follows the fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

There are three levels of inputs that may be used to measure fair value:

●	Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

●

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active.

●	Level 3 - Unobservable inputs for the asset or liability that are supported by little or no market activity.

The carrying value of certain financial instruments such as cash and cash equivalents, accounts and other receivable, accounts payable and accrued liabilities approximates fair value due to the short-term nature of such instruments. Short-term investments in U.S. Treasury Bills are recorded at amortized cost, which approximates fair value using level 1 inputs.

(b) Interest rate and credit risk

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in interest rates. The Company does not believe that the results of operations or cash flows would be affected to any significant degree by a significant change in market interest rates, relative to interest rates on cash and cash equivalents due to the short-term nature of these balances.

The Company is also exposed to credit risk at period end from the carrying value of its cash and cash equivalents and accounts and other receivable. The Company manages this risk by maintaining bank accounts with Canadian Chartered Banks, U.S. banks believed to be credit worthy, U.S. Treasury Bills and money market mutual funds of U.S. government securities. The Company’s cash is not subject to any external restrictions. The Company assesses the collectability of accounts receivable through a review of the current aging, as well as an analysis of historical collection rates, general economic conditions and credit status of customers. Credit risk for HST refunds receivable is not considered significant since amounts are due from the Canada Revenue Agency.

(c) Foreign exchange risk

The Company and its subsidiary have balances in Canadian dollars that give rise to exposure to foreign exchange (“FX”) risk relating to the impact of translating certain non-U.S. dollar balance sheet accounts as these statements are presented in U.S. dollars. A strengthening U.S. dollar will lead to a FX loss while a weakening U.S. dollar will lead to a FX gain. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks. At September 30, 2020, the Company and its Canadian subsidiary had assets denominated in Canadian dollars of approximately C$3.2 million and the U.S. dollar exchange rate as at this date was equal to 1.3365 Canadian dollars. Based on the exposure at September 30, 2020, a 10% annual change in the Canadian/U.S. exchange rate would impact the Company’s loss and other comprehensive loss by approximately $242,000.

(d) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty raising liquid funds to meet commitments as they fall due. In meeting its liquidity requirements, the Company closely monitors its forecasted cash requirements with expected cash drawdown.

Related Party Transactions

12 Months Ended

Sep. 30, 2020

Related Party Transactions

During the periods presented, the Company incurred the following related party transactions:

●

During the year ended September 30, 2020 and nine-month period ended September 30, 2019, the Company incurred rent expense of $76,331 and $57,911 from a related company, respectively. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by both parties.

●

No royalty expenses to a director related to legacy product sales by the California subsidiary were incurred during the year ended September 30, 2020. Patent royalties of $20,471 were incurred during the nine-month period ended September 30, 2019, and royalties payable of $23,457 were outstanding at September 30, 2019, which were subsequently paid.

Business Combination

12 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Business Combination

On June 7, 2019, the Edesa Biotech Research, Inc., formerly known as Edesa Biotech Inc., a company organized under the laws of the province of Ontario, Canada (“Edesa Research”), completed its business combination with Stellar Biotechnologies, Inc. a company organized under the laws of British Columbia, Canada (“Stellar”), in accordance with the terms of the Share Exchange Agreement, dated March 7, 2019 (the “Exchange Agreement”), by and among Stellar, Edesa Research and the shareholders of Edesa Research (the “Edesa Research Shareholders”). At the closing of the transaction (the “Closing”), Stellar acquired the entire issued share capital of Edesa Research, with Edesa Research becoming a wholly-owned subsidiary of Stellar (the “Exchange”). The Edesa Research Shareholders exchanged their shares for 88% of the outstanding shares of Stellar on a fully diluted basis. Edesa Research is considered the accounting acquirer of Stellar. Upon closing, Stellar changed its name to Edesa Biotech, Inc. Edesa Research entered into the Exchange primarily to provide greater liquidity to its shareholders, broaden its investment base, increase its profile, and facilitate the process of raising capital as the Company contemplates pursuing new growth opportunities including acquisition of new clinical assets. For the period of June 7, 2019 to September 30, 2019, Stellar, the acquiree for accounting purposes, recorded revenues of $410,870 and a net loss of $452,416. These operating results are included within the accompanying consolidated statements of operations and comprehensive loss.

The fair value of consideration transferred in the reverse acquisition is calculated as follows:

Fair value of 888,454 share consideration transferred, net of liquidity discount	$	4,633,499

Excess fair value of replacement warrants		61,902

Total acquisition date fair value of consideration transferred	$	4,695,401

The fair value of the replacement warrants was determined using Black-Scholes valuation model based on exercise price of C$6.45, expected life of 5 years, risk free rate of 1.34% and volatility of 130%.

The major classes of assets acquired and liabilities assumed in the reverse acquisition are as follows:

Cash and cash equivalents	$	6,389,322
Other current assets		418,837
Noncurrent assets		42,045
Fair value of warrants payable		(1,187,124	)
Other current liabilities		(967,679	)

Net assets of Stellar	$	4,695,401

The following are the unaudited supplemental pro forma results of operations for the nine-month period ended September 30, 2019, as if the reverse acquisition had been completed on January 1, 2018 and include estimates and assumptions that management believes are reasonable. Since these pro forma results include all one-time reverse acquisition costs and do not include any anticipated cost savings or other effects of the planned integration of the entities, they are not necessarily indicative of the actual results that would have occurred if the combined business had been in effect beginning January 1, 2018.

	(Unaudited) Supplemental Pro Forma Combined Financial Information
	Nine-month Period Ended September 30, 2019

Total Revenues	$	930,565

Net Loss	$	(8,126,749	)

Weighted average number of common shares		7,504,468

Loss per common share - basic and diluted	$	(1.08	)

Subsequent Events

12 Months Ended

Sep. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

The Series A-1 Convertible Preferred Shares became convertible in October 2020. Subsequently, 110 convertible preferred shares were converted to 494,846 common shares, reducing temporary equity and increasing shareholders’ equity.

Class A Purchase Warrants to purchase an aggregate of up to 1,016,036 common shares and Class B Purchase Warrants to purchase an aggregate of up to 677,358 common shares became exercisable on July 8, 2020, and placement agent warrants to purchase an aggregate of 12,364 common shares became exercisable on July 6, 2020. Subsequent to September 30, 2020 and through December 2, 2020, 243,369 shares have been issued upon exercise of Class A and Class B warrants with proceeds of approximately $1.0 million.

Subsequent to September 30, 2020 and through December 2, 2020, 169,753 common shares have been issued under the equity distribution agreement with RBCCM with gross proceeds of approximately $1.03 million and commissions of approximately $0.04 million.

Following these transactions, there were 10,523,087 common shares and 140 convertible preferred shares issued and outstanding at December 2, 2020.

On October 13, 2020, the independent members of the Board of Directors granted a total of 430,000 options to directors, officers and employees of the Company pursuant to the 2019 Plan. The options have a term of 10 years vesting monthly for 36 months from the grant date and an exercise price equal to the Nasdaq closing price on the grant date.

Significant Accounting Policies (Policies)

12 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Use of Estimates

Functional and Reporting Currencies

Cash and Cash Equivalents

Investments

Accounts and Other Receivable

Property and Equipment

The depreciation policy for the principal asset categories are calculated as follows:

Computer equipment	30% declining balance method or straight line 3 years
Furniture and equipment	20% declining balance method

Intangible Assets

Impairment of Long-lived Assets

Fair Value Measurement

The Company uses the fair value measurement framework for valuing financial assets and liabilities. See Note 11.

Revenue Recognition

Research and Development

Share-based Compensation

Translation of Foreign Currency Transactions

Income Taxes

Earnings (Loss) per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period.

Segmented Information

Accounting Pronouncements

Adoption of Recent Accounting Pronouncements

Future accounting pronouncements

Property and Equipment (Tables)

12 Months Ended

Sep. 30, 2020

Property, Plant and Equipment [Abstract]

Property and equipment

	September 30, 2020			September 30, 2019

Computer equipment	$	34,651		$	42,910
Furniture and equipment		5,694			7,932

		40,345			50,842
Less: accumulated depreciation		(25,530	)		(29,194	)

Depreciable assets, net	$	14,815		$	21,648

Assets not in service		-			51,410

Total property and equipment, net	$	14,815		$	73,058

Intangible Assets (Tables)

12 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets

	September 30, 2020			September 30, 2019

The Constructs	$	2,529,483		$	-

Less: accumulated depreciation		(45,947	)		-

Total intangible assets, net	$	2,483,536		$	-

Estimated future amortization of intangible assets

Year Ending
September 30, 2021	$	101,172
September 30, 2022		101,172
September 30, 2023		101,172
September 30, 2024		101,172
September 30, 2025		101,172
Thereafter		1,977,676

	$	2,483,536

Leases (Tables)

12 Months Ended

Sep. 30, 2020

Leases [Abstract]

Lease assets and liabilities

	Balance Sheet Caption	September 30, 2020
Assets:
Operating lease assets	Operating lease right-of-use assets	$	160,006

Liabilities:
Current:
Operating lease liabilities	Short-term operating lease liabilities	$	69,730
Long-term:
Operating lease liabilities	Long-term operating lease liabilities		94,460

Total lease liabilities		$	164,190

Lease cost components

Statements of Operations Caption

Year Ended

September 30,

2020

Operating lease cost

General and administrative

76,331

Lease terms and discount rates

September 30,

2020

Remaining lease term (months):

Estimated incremental borrowing rate:

6.5

Future minimum lease payments

Year Ending
September 30, 2021	$	78,362
September 30, 2022		78,884
September 30, 2023		19,721

Total lease payment		176,967
Less imputed interest		12,777

Present value of lease liabilities		164,190
Less current installments		69,730

Long-term lease liabilities excluding current installments	$	94,460

Cash paid-lease liabilities

Statements of Cash Flows Caption

Year Ended

September 30,

2020

Cash paid for amounts included in the measurement of lease liabilities

Accounts payable and accrued liabilities

76,333

Commitments (Tables)

12 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Future contractual payments

Year Ending
September 30, 2021	$	4,838,000
September 30, 2022		2,572,000
September 30, 2023		27,000
September 30, 2024		24,000

	$	7,461,000

Temporary Equity (Tables)

12 Months Ended

Sep. 30, 2020

Temporary equity:

Temporary equity

	Series A-1 Convertible Preferred Shares (#)		Series A-1 Convertible Preferred Shares
Balance – December 31, 2018 and September 30, 2019		-	$	-

Issuance of convertible preferred shares		250	$	2,500,000
Convertible preferred share issuance costs		-		(57,154	)
Preferred return on convertible preferred shares		-		34,109

Balance – September 30, 2020		250	$	2,476,955

Capital Shares (Tables)

12 Months Ended

Sep. 30, 2020

Stockholders' Equity Note [Abstract]

Warrant activity

	Number of Warrants (#)			Weighted Average Exercise Price
Balance – December 31, 2018		-		$	-

Effect of reverse acquisition		362,430			31.60
Black-Scholes value payout		(313,516	)		33.01

Balance – September 30, 2019		48,914		$	11.19

Issued		1,705,758		$	4.47
Exercised		(761,951	)		4.31

Balance – September 30, 2020		992,721		$	4.92

Warrants outstanding

Number of Warrants (#)		Exercise Prices		Expiry Dates
	216,414	$	4.00	November 2020
	28,124	$	15.90	May 2023
	728,921	$	4.80	July 2023
	7,484	$	4.81	June 2024
	11,778	$	3.20	January 2025
	992,721

Warrant valuation model

	Class A Warrants			Class B Warrants			Placement Agent Warrants
Risk free interest rate		1.61	%		1.55	%		1.61	%
Expected life		3.5 years			0.83 years			5 years
Expected share price volatility		103.81	%		134.15	%		101.89	%
Expected dividend yield		0.00	%		0.00	%		0.00	%

Stock option activity

	Number of Options (#)			Weighted Average Exercise Price
Balance – December 31, 2018		315,123		$	1.65

Effect of reverse acquisition		7,787			124.80
Expired		(3,265	)		125.75

Balance – September 30, 2019		319,645		$	3.39

Granted		366,365			3.35
Exercised		(4,450	)		2.60
Forfeited		(5,790	)		2.73
Expired		(333	)		145.20

Balance – September 30, 2020		675,437		$	3.30

Stock options outstanding

Number of Options (#)		Exercisable at September 30, 2020 (#)			Range of Exercise Prices		Expiry Dates

	238		238		$	768.60	Nov 2020
	214		214	C	$	638.40	Nov 2021
	238		238		$	304.08	Dec 2022
	3,499		3,499		$	35.28 - 93.24	Sep 2023-Mar 2025
	311,883		302,343	C	$	2.16	Aug 2027-Dec 2028
	345,365		161,788		$	3.16	Feb 2030
	14,000		-		$	8.07	Sep 2030
	675,437		468,320

Fair value of options granted assumptions

	Year Ended September 30, 2020			Nine-month Period Ended September 30, 2019

Risk free interest rate		0.28%-1.45	%		1.98	%
Expected life		5 years			4 years
Expected share price volatility		94.42%-104.14	%		79.46	%
Expected dividend yield		0.00	%		0.00	%

Issued and outstanding common and preferred shares

Issued and outstanding common shares:

	Number of Common Shares (#)		Common Shares
Balance – December 31, 2018		3,239,902	$	1,111,253

Conversion of preferred shares upon reverse acquisition		3,376,112	$	6,260,299
Share consideration transferred upon reverse acquisition		888,454		4,633,499

Balance – September 30, 2019		7,504,468	$	12,005,051

Common shares issued		1,354,691	$	3,070,358
Common shares issued upon exercise of warrants		751,510		3,754,265
Common shares issued upon exercise of share options		4,450		20,935
Share issuance costs		-		(349,756	)

Balance – September 30, 2020		9,615,119	$	18,500,853

Issued and outstanding preferred shares:

	Class A Preferred Shares (#)			Class A Preferred Shares
Balance – December 31, 2018		1,007,143		$	6,064,013

Preferred return on Class A preferred shares		-			196,286
Conversion upon reverse acquisition		(1,007,143	)		(6,260,299	)

Balance – September 30, 2019 and 2020		-		$	-

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 210
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+ Details

Income Tax (Tables)

12 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Income tax rate reconciliation

	Year Ended September 30, 2020			Nine-month Period Ended September 30, 2019

Net loss before recovery of income taxes	$	(6,363,430	)	$	(2,776,734	)
Canadian federal and provincial statutory income tax rate		26.5	%		26.5	%

Expected income tax recovery	$	(1,686,000	)	$	(736,000	)
Permanent differences		159,000			11,000
Effect of foreign currency and foreign tax rate differences		23,800			(60,000	)
Share issuance cost booked through equity or capitalization		(144,000	)		-
Change in valuation allowance		1,648,000			785,000

Income tax (recovery) expense	$	800		$	-

Deferred tax assets and liabilities

	September 30, 2020			September 30, 2019

Non-capital losses carried forward - Canada	$	4,881,000		$	3,592,000
Non-capital losses carried forward - U.S.		1,609,000			1,587,000
Research and development tax credits		1,253,000			626,000
Share issuance and financing costs		473,000			517,000
Operating lease liabilities		43,000			-
Other temporary differences		16,000			28,000

Subtotal	$	8,275,000		$	6,350,000
Less: valuation allowance		(8,173,000	)		(6,350,000	)

Total net deferred tax assets	$	102,000		$	-

Property and equipment	$	(17,000	)	$	-
Operating lease right-of-use assets		(42,000	)		-
Deferred share issuance costs		(43,000	)		-

Total deferred tax liabilities	$	(102,000	)	$	-

Net deferred taxes	$	-		$	-

Non-capital income tax losses

The approximate Canadian non-capital losses carried forward at September 30, 2020 expire as follows:

2028	C	$	21,000
2029			56,000
2030			346,000
2031			688,000
2032			860,000
2033			685,000
2034			780,000
2035			1,374,000
2036			1,415,000
2037			2,269,000
2038			3,243,000
2039			6,059,000
2040			6,546,000

Total	C	$	24,342,000

The approximate U.S. state non-capital losses carried forward at September 30, 2020 expire as follows:

2039	$	70,000
2040		150,000

Total	$	220,000

Business Combination (Tables)

12 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Consideration transferred

Fair value of 888,454 share consideration transferred, net of liquidity discount	$	4,633,499

Excess fair value of replacement warrants		61,902

Total acquisition date fair value of consideration transferred	$	4,695,401

Assets acquired and liabilites assumed

Cash and cash equivalents	$	6,389,322
Other current assets		418,837
Noncurrent assets		42,045
Fair value of warrants payable		(1,187,124	)
Other current liabilities		(967,679	)

Net assets of Stellar	$	4,695,401

Supplemental proforma infomation

	(Unaudited) Supplemental Pro Forma Combined Financial Information
	Nine-month Period Ended September 30, 2019

Total Revenues	$	930,565

Net Loss	$	(8,126,749	)

Weighted average number of common shares		7,504,468

Loss per common share - basic and diluted	$	(1.08	)

Nature of Operations (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
Nature of Operations (Details Narrative) - USD ($)	Sep. 30, 2019	Sep. 30, 2020	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (2,776,734)	$ (6,364,230)
Cash and cash equivalents	5,030,583	7,213,695	$ 3,367,098
Working capital		6,570,000
Shareholders' equity	5,256,130	6,631,175	$ 3,214,490
Temporary equity	0	2,476,955
Accumulated deficit	$ (6,734,615)	$ (13,132,954)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Property and Equipment (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019
Total property and equipment, net	$ 14,815	$ 73,058
Computer Equipment
Property and equipment, gross	34,651	42,910
Furniture and Equipment
Property and equipment, gross	5,694	7,932
Depreciable Assets, Net
Property and equipment, gross	40,345	50,842
Less: accumulated depreciation	(25,530)	(29,194)
Total property and equipment, net	14,815	21,648
Assets Not in Service
Total property and equipment, net	$ 0	$ 51,410

Property and Equipment (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Sep. 30, 2019	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 4,779	$ 9,602

Intangible Assets (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
The Constructs	$ 2,529,483	$ 0
Less: accumulated depreciation	(45,947)	0
Total intangible assets, net	$ 2,483,536	$ 0

Intangible Assets (Details 1) - USD ($)	Sep. 30, 2020	Sep. 30, 2019
Year Ending
September 30, 2021	$ 101,172
September 30, 2022	101,172
September 30, 2023	101,172
September 30, 2024	101,172
September 30, 2025	101,172
Thereafter	1,977,676
Total	$ 2,483,536	$ 0

Intangible Assets (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Sep. 30, 2019	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 0	$ 45,947

Leases (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019
Assets:
Operating lease right-of-use assets	$ 160,006	$ 0
Current:
Short-term operating lease liabilities	69,730	0
Long-term:
Long-term operating lease liabilities	94,460	$ 0
Total lease liabilities	$ 164,190

Leases (Details 1)	12 Months Ended
Leases (Details 1)	Sep. 30, 2020 USD ($)
General and Administrative Expense
Operating lease cost	$ 76,331

Leases (Details 2)	Sep. 30, 2020
Leases [Abstract]
Remaining lease term (months)	27 months
Estimated incremental borrowing rate	6.50%

Leases (Details 3) - USD ($)	Sep. 30, 2020	Sep. 30, 2019
Year Ending September 30,
2021	$ 78,362
2022	78,884
2023	19,721
Total	176,967
Less imputed interest	12,777
Present value of lease liabilities	164,190
Less current installments	69,730	$ 0
Long-term lease liabilities excluding current installments	$ 94,460	$ 0

Leases (Details 4)	12 Months Ended
Leases (Details 4)	Sep. 30, 2020 USD ($)
Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	$ 76,333

Leases (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
Leases (Details Narrative) - USD ($)	Sep. 30, 2019	Sep. 30, 2020
Leases [Abstract]
Rent expense	$ 68,508	$ 201,421

Commitments (Details)	Sep. 30, 2020 USD ($)
Year Ending September 30,
2021	$ 4,838,000
2022	2,572,000
2023	27,000
2024	24,000
Total	$ 7,461,000

Commitments (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
Commitments (Details Narrative) - USD ($)	Sep. 30, 2019	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Employer contributions to 401K plan	$ 5,442	$ 11,936

Temporary Equity (Details) - USD ($)	9 Months Ended	12 Months Ended
Temporary Equity (Details) - USD ($)	Sep. 30, 2019	Sep. 30, 2020
Preferred return on convertible preferred shares, amount		$ 34,109
Series A-1 Convertible Preferred Shares
Beginning balance, shares	0	0
Beginning balance, amount	$ 0	$ 0
Issuance of convertible preferred shares, shares		250
Issuance of convertible preferred shares, amount		$ 2,500,000
Convertible preferred shares issuance costs, shares		0
Convertible preferred shares issuance costs, amount		(57,154)
Preferred return on convertible preferred shares, shares		0
Preferred return on convertible preferred shares, amount		$ 34,109
Ending balance, shares	0	250
Ending balance, amount	$ 0	$ 2,476,955

Capital Shares (Details) - $ / shares	9 Months Ended	12 Months Ended
Capital Shares (Details) - $ / shares	Sep. 30, 2019	Sep. 30, 2020
Stockholders' Equity Note [Abstract]
Number of warrants, beginning balance	0	48,914
Effect of reverse acquisition	362,430
Black-Scholes value payout	(313,516)
Issued		1,705,758
Exercised		(761,951)
Number of warrants, ending balance	48,914	992,721
Weighted average exercise price, beginning balance	$ .00	$ 11.19
Effect of reverse acquisition	31.60
Black-Scholes value payout	33.01
Issued		4.47
Exercised		4.31
Weighted average exercise price, ending balance	$ 11.19	$ 4.92

Capital Shares (Details 1) - $ / shares	12 Months Ended
Capital Shares (Details 1) - $ / shares	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2018
Number of warrants	992,721	48,914	0
Exercise price	$ 4.92	$ 11.19	$ .00
Warrant 1
Number of warrants	216,414
Exercise price	$ 4.00
Expiry date	November 2020
Warrant 2
Number of warrants	28,124
Exercise price	$ 15.90
Expiry date	May 2023
Warrant 3
Number of warrants	728,921
Exercise price	$ 4.80
Expiry date	July 2023
Warrant 4
Number of warrants	7,484
Exercise price	$ 4.81
Expiry date	June 2024
Warrant 5
Number of warrants	11,778
Exercise price	$ 3.20
Expiry date	January 2025

Capital Shares (Details 2)	12 Months Ended
Capital Shares (Details 2)	Sep. 30, 2020
Class A Warrants
Risk free interest rate	1.61%
Expected life (years)	3 years 6 months
Expected share price volatility	103.81%
Expected dividend yield	0.00%
Class B Warrants
Risk free interest rate	1.55%
Expected life (years)	9 months 29 days
Expected share price volatility	134.15%
Expected dividend yield	0.00%
Placement Agent Warrants
Risk free interest rate	1.61%
Expected life (years)	5 years
Expected share price volatility	101.89%
Expected dividend yield	0.00%

Capital Shares (Details 3)	9 Months Ended	12 Months Ended
Capital Shares (Details 3)	Sep. 30, 2019 $ / shares shares	Sep. 30, 2020 $ / shares shares	Sep. 30, 2020 $ / shares shares
Stockholders' Equity Note [Abstract]
Number of options, beginning balance	315,123	319,645	319,645
Effect of reverse acquisition	7,787
Granted		366,365	366,365
Exercised		(4,450)	(4,450)
Forfeited		(5,790)	(5,790)
Expired	(3,265)	(333)	(333)
Number of options, ending balance	319,645	675,437	675,437
Weighted average exercise price, beginning balance \| $ / shares	$ 1.65	$ 3.39
Effect of reverse acquisition \| $ / shares	124.80
Granted \| $ / shares		3.35
Exercised \| $ / shares		2.60
Forfeited \| $ / shares		2.73
Expired \| $ / shares	125.75	$ 145.20
Weighted average exercise price, ending balance \| (per share)	$ 3.39		$ 3.30

Capital Shares (Details 4)	12 Months Ended
Capital Shares (Details 4)	Sep. 30, 2020 $ / shares shares	Sep. 30, 2019 $ / shares shares	Dec. 31, 2018 $ / shares shares
Options outstanding	675,437	319,645	315,123
Options exercisable	468,320
Range of exercise prices \| (per share)	$ 3.30	$ 3.39	$ 1.65
Stock Option 1
Options outstanding	238
Options exercisable	238
Range of exercise prices \| $ / shares	$ 768.60
Expiry dates	Nov 2020
Stock Option 2
Options outstanding	214
Options exercisable	214
Range of exercise prices \| $ / shares	$ 638.40
Expiry dates	Nov 2021
Stock Option 3
Options outstanding	238
Options exercisable	238
Range of exercise prices \| $ / shares	$ 304.08
Expiry dates	Dec 2022
Stock Option 4
Options outstanding	3,499
Options exercisable	3,499
Expiry dates	Sep 2023 - Mar 2025
Stock Option 4 \| Minimum
Range of exercise prices \| $ / shares	$ 35.28
Stock Option 4 \| Maximum
Range of exercise prices \| $ / shares	$ 93.24
Stock Option 5
Options outstanding	311,883
Options exercisable	302,343
Range of exercise prices \| $ / shares	$ 2.16
Expiry dates	Aug 2027 - Dec 2028
Stock Option 6
Options outstanding	345,365
Options exercisable	161,788
Range of exercise prices \| $ / shares	$ 3.16
Expiry dates	Feb 2030
Stock Option 7
Options outstanding	14,000
Options exercisable	0
Range of exercise prices \| $ / shares	$ 8.07
Expiry dates	Sep 2030

Capital Shares (Details 5)	9 Months Ended	12 Months Ended
Capital Shares (Details 5)	Sep. 30, 2019	Sep. 30, 2020
Risk free interest rate	1.98%
Expected life (years)	4 years	5 years
Expected share price volatility	79.46%
Expected dividend yield	0.00%	0.00%
Minimum
Risk free interest rate		0.28%
Expected share price volatility		94.42%
Maximum
Risk free interest rate		1.45%
Expected share price volatility		104.14%

Capital Shares (Details 6) - USD ($)	9 Months Ended	12 Months Ended
Capital Shares (Details 6) - USD ($)	Sep. 30, 2019	Sep. 30, 2020
Beginning balance, amount	$ 3,214,490	$ 5,256,130
Common shares issued, amount		4,360,500
Common shares issued upon exercise of warrants, amount		3,223,804
Common shares issued upon exercise of share options, amount		11,571
Share issuance costs		(475,720)
Ending balance, amount	$ 5,256,130	$ 6,631,175
Common Shares
Beginning balance, shares	3,239,902	7,504,468
Beginning balance, amount	$ 1,111,253	$ 12,005,051
Conversion of preferred shares upon reverse acquisition, shares	3,376,112
Conversion of preferred shares upon reverse acquisition, amount	$ 6,260,299
Share consideration transferred upon reverse acquisition, shares	888,454
Share consideration transferred upon reverse acquisition, amount	$ 4,633,499
Common shares issued, shares		1,354,691
Common shares issued, amount		$ 3,070,358
Common shares issued upon exercise of warrants, shares		751,510
Common shares issued upon exercise of warrants, amount		$ 3,754,265
Common shares issued upon exercise of share options, shares		4,450
Common shares issued upon exercise of share options, amount		$ 20,935
Share issuance costs		$ (349,756)
Ending balance, shares	7,504,468	9,615,119
Ending balance, amount	$ 12,005,051	$ 18,500,853
Class A Preferred Shares
Beginning balance, shares	1,007,143	0
Beginning balance, amount	$ 6,064,013	$ 0
Preferred return for Class A preferred shares	$ 196,286
Conversion of preferred shares upon reverse acquisition, shares	(1,007,143)
Conversion of preferred shares upon reverse acquisition, amount	$ (6,260,299)
Ending balance, shares	0	0
Ending balance, amount	$ 0	$ 0

Capital Shares (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
Capital Shares (Details Narrative) - USD ($)	Sep. 30, 2019	Sep. 30, 2020
Stockholders' Equity Note [Abstract]
Weighted average contractual life remaining on outstanding warrants		27 months
Shares remaining under 2019 Plan		1,148,697
Weighted average contractual life remaining on outstanding options		99 months
Share-based compensation	$ 35,074	$ 598,359
Unrecognized share-based compensation		$ 346,000
Unrecognized share-based compensation recognition period		37 months

Income Tax (Details) - USD ($)	9 Months Ended	12 Months Ended
Income Tax (Details) - USD ($)	Sep. 30, 2019	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Net loss before recovery of income taxes	$ (2,776,734)	$ (6,364,230)
Canadian federal and provincial statutory income tax rate	26.50%	26.50%
Expected income tax recovery	$ (736,000)	$ (1,686,000)
Permanent differences	11,000	159,000
Effect of foreign currency and foreign tax rate differences	(60,000)	23,800
Share issuance cost booked through equity or capitalization	0	(144,000)
Change in valuation allowance	785,000	1,648,000
Income tax (recovery) expense	$ 0	$ 800

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Income Tax (Details 1) - USD ($)	Sep. 30, 2020	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Non-capital losses carried forward - Canada	$ 4,881,000	$ 3,592,000
Non-capital losses carried forward - US	1,609,000	1,587,000
Research and development tax credits	1,253,000	626,000
Share issuance and financing costs	473,000	517,000
Operating lease liabilities	43,000	0
Other temporary differences	16,000	28,000
Subtotal	8,275,000	6,350,000
Less: valuation allowance	(8,173,000)	(6,350,000)
Total net deferred tax assets	102,000	0
Property and equipment	(17,000)	0
Operating lease right-of-use assets	(42,000)	0
Deferred share issuance costs	(43,000)	0
Total deferred tax liabilities	(102,000)	0
Net deferred taxes	$ 0	$ 0

Income Tax (Details 2) - Sep. 30, 2020	USD ($)	CAD ($)
Canada
Non-capital income tax losses		$ 24,342,000
Canada \| 2028
Non-capital income tax losses		21,000
Canada \| 2029
Non-capital income tax losses		56,000
Canada \| 2030
Non-capital income tax losses		346,000
Canada \| 2031
Non-capital income tax losses		688,000
Canada \| 2032
Non-capital income tax losses		860,000
Canada \| 2033
Non-capital income tax losses		685,000
Canada \| 2034
Non-capital income tax losses		780,000
Canada \| 2035
Non-capital income tax losses		1,374,000
Canada \| 2036
Non-capital income tax losses		1,415,000
Canada \| 2037
Non-capital income tax losses		2,269,000
Canada \| 2038
Non-capital income tax losses		3,243,000
Canada \| 2039
Non-capital income tax losses		6,059,000
Canada \| 2040
Non-capital income tax losses		$ 6,546,000
United States
Non-capital income tax losses	$ 220,000
United States \| 2039
Non-capital income tax losses	70,000
United States \| 2040
Non-capital income tax losses	$ 150,000

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2020
Related Party Transactions [Abstract]
Rent expense	$ 57,911	$ 76,331
Royalty expenses	20,471	0
Royalty payable	$ 23,457	$ 0

Business Combination (Details)	12 Months Ended
Business Combination (Details)	Sep. 30, 2020 USD ($)
Business Combinations [Abstract]
Fair value of 888,454 share consideration to be transferred, net of liquidity discount	$ 4,633,499
Excess fair value of replacement warrants	61,902
Total acquisition date fair value of consideration transferred	$ 4,695,401

Business Combination (Details 1)	12 Months Ended
Business Combination (Details 1)	Sep. 30, 2020 USD ($)
Business Combinations [Abstract]
Cash and cash equivalents	$ 6,389,322
Other current assets	418,837
Noncurrent assets	42,045
Fair value of warrants payable	(1,187,124)
Other current liabilities	(967,679)
Estimated fair value of share consideration to be transferred	$ 4,695,401

Business Combination (Details 2)	9 Months Ended
Business Combination (Details 2)	Sep. 30, 2019 USD ($) $ / shares shares
Business Combinations [Abstract]
Total revenues \| $	$ 930,565
Net loss \| $	$ (8,126,749)
Weighted average number of common shares \| shares	7,504,468
Loss per common share - basic \| $ / shares	$ (1.08)
Loss per common share - diluted \| $ / shares	$ (1.08)