UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q/A~~10-Q

~~Amendment No. 1~~

~~[X]~~☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2020~~2021

~~[ ]~~☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______

Commission File Number: 000-53223

MARIZYME, INC.~~INC.~~

(Exact name of registrant as specified in its charter)

Nevada		82-5464863
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

~~225 Chimney Corner Lane,~~ 555 Heritage Drive, Suite ~~2001,~~ 205,Jupiter, Florida 33458
(Address of principal executive offices) (Zip Code)

~~(561)~~ (561) 935-9955
(Registrant’s telephone number)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~[ ]~~ ☐	Large accelerated filer	~~[ ]~~ ☐	Accelerated filer
~~[X]~~ ☒	Non-accelerated filer	~~[X]~~ ☒	Smaller reporting company
		~~[X]~~ ☒	Emerging growth company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~[ ] No[X]~~☐ No ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[X]~~☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable.

The number of the registrant’s shares of common stock outstanding was ~~35,888,188~~36,143,188 as of ~~November 13, 2020.~~August 16, 2021.

MARIZYME, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page
	PART I—FINANCIAL INFORMATION		~~Page~~

ITEM 1.	Consolidated Financial Statements (unaudited)		4
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		25
ITEM 4.	Controls and Procedures		26 25

	PART II—OTHER INFORMATION

ITEM 1.	Legal Proceedings		28 27
ITEM 1A.	Risk Factors		28 27
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		28 27
ITEM 3.	Defaults Upon Senior Securities		28 27
ITEM 4.	Mine Safety Disclosures		28 27
ITEM 5.	Other Information		28 27
ITEM 6.	Exhibits		30 27
	Signatures		31 29

PART I – FINANCIAL INFORMATION

Contrary to the rules of the SEC, the Company’s condensed consolidated financial statements included in this filing on Form 10-Q have not been reviewed by an independent public accountant in accordance with professional standards for conducting such reviews. The Company has not yet fully completed the accounting for the July 2020 acquisition of Somahlution, LLC, Somahlution, Inc., and Somaceutica, LLC (collectively, “Somah”), which is still in process as it relates to the valuation of certain assets. As such, management cautions investors and any other users of these condensed consolidated financial statements and related MD&A not to place reliance on the information contained in this Form 10-Q as it may be materially incorrect and may be subject to future adjustment. The Company expects the accounting for the Somah acquisition to be completed in the near term at which time an updated and amended 10-Q will be filed if required.

TABLE OF CONTENTS

Index to Financial Statements		Page
Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2020~~2021 (unaudited) and December 31, ~~2019~~ 2020		4

Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, 2021 (unaudited) and the Three and Six Months Ended June 31, 2020 ~~and 2019~~ (unaudited)		5
	��
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, 2021 and the Three and Six Months Ended June 30, 2020 ~~and 2019~~ (unaudited)		6

Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, 2021 and the Six Months Ended June 30, 2020 ~~and 2019~~ (unaudited)		7

Notes to Condensed Consolidated Financial Statements (unaudited)		8

ITEM 1. FINANCIAL STATEMENTS

MARIZYME, INC.

and Subsidiaries

Condensed Consolidated Balance Sheets

September 30,

December 31,

2020

2019

(Unaudited)

ASSETS

Current assets

Cash
$
5,196,516
$
90
Accounts receivable

93,010

-
Prepaid expense

219,060

-
Inventory

161,969

-
Total current assets

5,670,555

90

Fixed assets, net

7,779

-

Other assets

Intangible assets, net

42,802,349

28,613,000

Total assets
$
48,480,683
$
28,613,090

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued expenses
$
466,119
$
270,218
Total current liabilities

466,119

270,218
Total liabilities

466,119

270,218

Commitments and contingencies (see Note 5)

-

-

Stockholders' equity

Preferred stock, $0.001 par value, 25,000,000 shares authorized,

0 shares issued and outstanding as of September 30,

2020 and December 31, 2019

-

-
Common stock, par value $0.001, 75,000,000 shares authorized,

51,888,188 issued and issuable, 35,888,188 outstanding as of September 30,

2020, and 35,858,939 issued, 19,858,939 outstanding as of December 31, 2019

35,888

19,859

Treasury Stock

(16,000)

(16,000)
Additional paid in capital

81,946,582

59,319,594
Accumulated deficit

(33,951,905)

(30,980,581)
Total stockholders' equity

48,014,565

28,342,872
Total liabilities and stockholders' equity
$
48,8480,683
$
28,613,090

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	June 30,			December 31,
	2021			2020
	(unaudited)
ASSETS
Current assets
Cash	$	2,104		$	2,902,762
Accounts receivable		119,271			40,585
Prepaid expense		28,356			106,390
Inventory		16,740			56,340
Total current assets		166,471			3,106,077

Fixed assets, net		2,698			7,122
Operating lease right-of-use assets, net		1,228,648			1,317,830
Intangible assets, net		41,573,599			42,278,211
Prepaid royalties, non-current		340,969			344,321
Deposits		30,000			30,000

Total assets	$	43,342,385		$	47,083,561

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	1,209,110		$	478,103
Due to related party		265,000			-
Operating lease obligations, current portion		243,070			243,292
Total current liabilities		1,717,180			721,395
Non-current liabilities
Operating lease obligations, non-current portion		1,001,492			1,074,538
Derivative liability		24,982			-
Warrant liability		49,963			-
Convertible promissory note		3,491			-
Total non-current liabilities		1,079,928			1,074,538
Total liabilities		2,797,108			1,795,933

Commitments and contingencies (see Note 5)		-			-

Stockholders’ equity
Preferred stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020		-			-
Common stock, par value $0.001, 75,000,000 shares authorized, 35,928,188 shares issued and outstanding as of June 30, 2021 and December 31, 2020		35,928			35,928
Additional paid in capital		82,606,376			82,077,334
Accumulated deficit		(42,097,027	)		(36,825,634	)
Total stockholders’ equity		40,545,277			45,287,628
Total liabilities and stockholders’ equity	$	43,342,385		$	47,083,561

~~MARIZYME, INC.~~

~~and Subsidiaries~~

~~Condensed Consolidated Statements of Operations~~

~~(unaudited)~~

For the three
months ended

For the nine
months ended

September 30,

September 30,

2020

2019

2020

2019

Revenue
$
124,985
$
-
$
124,985
$
-

Operating expenses

Direct costs of revenue

25,714

-

25,714

-
Professional fees

170,753

(48,344)

494,295

189,458
Salary expenses

433,318

-

433,318

-
Stock-based compensation

1,107,085

554,633

1,674,200

554,633
Other general and administrative expenses

453,159

2,273

468,783

70,449
Total operating expenses

2,190,028

508,562

3,096,309

814,540

Loss from operations

(2,065,043)

(508,562)

(2,971,324)

(814,540)

Net loss
$
(2,065,043)
$
(508,562)
$
(2,971,324)
$
(814,540)

Loss per share - basic and fully diluted
$
(0.07)
$
(0.03)
$
(0.13)
$
(0.04)

Weighted average number of shares of common stock –
basic and fully diluted

29,288,226

19,858,939

23,161,329

19,746,153

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

~~MARIZYME, INC.~~

~~and Subsidiaries~~

~~Condensed Consolidated Statement of Changes in Stockholders' Equity~~

~~For the Three and Nine Months Ended September 30, 2020 and 2019~~

~~(unaudited)~~

Preferred Stock

Common Stock

Additional

Paid in

Treasury

Accumulated

Shares

Amount

Shares

Amount

Capital

Stock

Deficit

Total
Balance, June 30, 2019
-
$
-

19,858,939
$
19,859
$
59,265,640
$
(16,000)
$
(30,669,536)
$
28,599,963
Net loss
-

-

-

-

-

-

(508,562)

(508,562)
Balance, September 30, 2019
-
$
-

19,858,939

19,859
$
59,265,640
$
(16,000)
$
(31,178,098)
$
28,091,401

Balance, December 31, 2018
-
$
-

19,740,302
$
19,740
$
58,496,126
$
(16,000)
$
(29,922,542)
$
28,577,324
Issuance of shares
-

-

118,637

119

124,881

-

-

125,000
Forgiveness of debt for

services
-

-

-

-

90,000

-

-

90,000
Stock-based compensation

expense
-

-

-

-

554,633

-

-

554,633
Net loss
-

-

-

-

-

-

(814,540)

(814,540)
Balance, September 30, 2019
-
$
-

19,858,939
$
19,859
$
59,265,640
$
(16,000)
$
(30,737,082)
$
28,532,417

Balance, June 30, 2020
-
$
-

20,183,939
$
20,184
$
60,076,294
$
(16,000)
$
(31,886,862)
$
28,193,616
Sale of common stock
-

-

5,600,192

5,600

6,269,464

-

-

6,275,064
Issuance of common stock

for acquisition
-

-

10,000,000

10,000

12,490,000

-

-

12,500,000
Issuance of warrants for

acquisition
-

-

-

-

1,932,300

-

-

1,932,300
Issuance of warrants for

services
-

-

-

-

253,749

-

-

253,749
Stock-based compensation

expense
-

-

-

-

802,926

-

-

802,926
Issuance of common stock

for services
-

-

50,000

50

62,450

-

-

62,450
Exercise of options for

common stock
-

-

54,057

54

59,399

-

-

59,453
Net loss
-

-

-

-

-

-

(2,065,043)

(2,065,043)
Balance, September 30, 2020
-
$
-

35,888,188
$
35,888
$
81,946,582
$
(16,000)
$
(34,268,905)
$
48,014,565

Balance, December 31, 2019
-
$
-

19,858,939
$
19,859
$
59,319,594
$
(16,000)
$
(30,980,581)
$
28,342,872
Issuance of common stock in

lieu of debt
-

-

195,000

195

196,755

-

-

196,950
Issuance of common stock in lieu of debt
-

-

5,000

5

5,045

-

-

5,050
Issuance of common stock

for services
-

-

175,000

175

187,325

-

-

187,500
Sale of common stock
-

-

5,600,192

5,600

6,269,464

-

-

6,275,064
Issuance of common stock

for acquisition
-

-

10,000,000

10,000

12,490,000

-

-

12,500,000
Issuance of warrants for

acquisition
-

-

-

-

1,932,300

-

-

1,932,300
Issuance of warrants for

services
-

-

-

-

253,749

-

-

253,749
Stock-based compensation

expense
-

-

-

-

1,232,951

-

-

1,232,951
Exercise of options for

common stock
-

-

54,057

54

59,399

-

-

59,453
Net loss
-

-

-

-

-

-

(2,971,324)

(2,971,324)
Balance, September 30, 2020
-
$
-

35,888,188
$
35,888
$
81,946,582
$
(16,000)
$
(33,951,905)
$
48,014,565

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~MARIZYME, INC.~~

~~and Subsidiaries~~

~~Condensed Consolidated Statements of Cash Flows~~

~~For the nine months ended September 30,~~

~~(unaudited)~~

2020

2019
Cash flows from operating activities:

Net loss
$
(2,971,324)
$
(814,540)
Adjustments to reconcile net loss to net cash used in operations:

Depreciation expense

1,313

-
Amortization

341,270

-
Stock-based compensation

1,420,451

554,633
Issuance of warrants for services

253,749

-
Debt forgiven and included in operations

-

(81,500)
Change in operating assets and liabilities:

Accounts receivable

(93,010)

-
Prepaid expense

(62,487)

15,000
Inventory

21,500

-
Accounts payable and accrued expenses

140,233

201,303
Net cash used in operating activities

(948,305)

(125,104)

Cash flows used in investing activities:

Purchase of intangible assets

(130,333)

-
Net cash used in investing activities

(130,333)

-

Cash flows from financing activities:

Shares issued for cash net of offering costs

6,275,064

125,000
Net cash provided by financing activities

6,275,064

125,000

Net increase (decrease) in cash

5,196,426

(104)

Cash at beginning of period

90

104

Cash at end of period
$
5,196,516
$
-

Supplemental disclosure of cash flow information:

Cash paid for interest
$
-
$
-
Cash paid for taxes
$
-
$
-

Non-cash investing and financing activities:

Debt forgiven from related party and included in capital
$
-
$
90,000
Issuance of common stock in lieu of payables
$
261,453
$
-
Issuance of common stock in connection with business combination
$
12,500,000
$
-
Issuance of warrants in connection with business combination
$
1,932,300
$
-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MARIZYME, INC.

and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2021 and 2020

(unaudited)

	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
	For the Three Month Ended						For the Six Month Ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020

Revenue	$	160,785		$	-		$	234,737		$	-

Operating expenses
Direct costs of revenue		119,221			-			150,063			-
Professional fees		592,781			203,992			1,251,839			438,835
Salary expenses		824,074			-			1,860,531			-
Stock-based compensation		194,657			221,058			562,375			442,116
Depreciation and amortization		295,216			-			711,811			-
Other general and administrative expenses		591,489			9,861			965,322			25,330
Total operating expenses		2,617,438			434,911			5,501,941			906,281
Total operating loss		(2,456,653	)		(434,911	)		(5,267,204	)		(906,281	)

Other expense
Interest expense		4,189			-			4,189			-
Total other expense		(4,189	)		-			(4,189	)		-

Net loss	$	(2,460,842	)	$	(434,911	)	$	(5,271,393	)	$	(906,281	)

Loss per share – basic and diluted	$	(0.07	)	$	(0.02	)	$	(0.15	)	$	(0.05	)

Weighted average number of shares of common stock – basic and diluted		35,928,188			20,027,062			35,928,188			19,961,309

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MARIZYME, INC.

and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended June 30, 2021 and 2020

(unaudited)

	Shares		Amount		Shares		Amount		Capital		Stock			Deficit			Total
	Preferred Stock				Common Stock				Paid in		Treasury			Accumulated
	Shares		Amount		Shares		Amount		Capital		Stock			Deficit			Total

Balance, December 31, 2020		-	$	-		35,928,188	$	35,928	$	82,077,334	$	-		$	(36,825,634	)	$	45,287,628
Common stock issued for services
Common stock issued for services, shares
Common shares issued in lieu of AP
Common shares issued in lieu of AP, shares
Exercise of options
Exercise of options, shares
Stock-based compensation expense		-		-		-		-		334,385		-			-			334,385
Net loss		-		-		-		-		-		-			(2,810,551	)		(2,810,551	)
Balance at March 31, 2021		-	$	0	$	35,928,188		35,928	$	82,411,719	$	-		$	(39,636,185	)	$	42,811,462
Stock-based compensation expense		-		-		-		-		194,657		-			-			194,657
Net loss		-		-		-		-		-		-			(2,460,842	)		(2,460,842	)
Balance, June 30, 2021		-	$	-		35,928,188	$	35,928	$	82,606,376	$	-		$	(42,097,027	)	$	40,545,277

Balance, December 31, 2019		-	$	-		19,858,939	$	19,859	$	59,319,594	$	(16,000	)	$	(30,980,581	)	$	28,342,872
Common stock issued for services		-		-		125,000		125		124,875		-			-			125,000
Stock-based compensation expense										221,058		-						221,058
Net loss		-		-		-		-		-		-			(471,370	)		(471,370	)
Balance at March 31, 2020		-	$	0	$	125,000	$	125	$	59,665,527	$	(16,000	)	$	(31,451,951	)	$	28,217,560
Common shares issued in lieu of AP		-		-		195,000		195		184,665		-			-			184,860
Exercise of options		-		-		5,000		5		5,045		-			-			5,050
Stock-based compensation expense		-		-		-		-		221,057		-			-			221,057
Net loss		-		-		-		-		-		-			(434,911	)		(434,911	)
Balance, June 30, 2020		-	$	-		20,183,939	$	20,184	$	60,034,872	$	(16,000	)	$	(31,886,862	)	$	28,193,616

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MARIZYME, INC.

and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2021 and 2020

(unaudited)

	June, 30 2021			June 30, 2020

Cash flows from operating activities:
Net loss	$	(5,271,393	)	$	(906,281	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense		4,424			-
Amortization expense		707,386			-
Stock-based compensation – stock options		529,042			567,115
Stock-based compensation – restricted common stock		33,333			-
Change in operating assets and liabilities:
Accounts receivable		(78,686	)		-
Prepaid expense		44,701			-
Inventory		39,600			-
Accounts payable and accrued expenses		750,990			152,620
Due to related party		265,000			-
Net cash used in operating activities		(2,975,603	)		(186,546	)

Cash flows used in investing activities:
Purchase of intangible assets		-			-
Net cash used in investing activities		-			-

Net cash provided by financing activities
Proceeds from short term loan		-			1,000
Proceeds from convertible promissory note		74,945			-
Capital Paid - In		-			189,910
Net cash provided by financing activities		74,945			190,910

Net (decrease) increase in cash		(2,900,658	)		4,364

Cash at beginning of period		2,902,762			90

Cash at end of period	$	2,104		$	4,454

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-cash investing and financing activities:
Derivative liabilities	$	24,982		$	-
Warrant liabilities	$	49,963		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MARIZYME, INC.

AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~JUNE 30, ~~2020~~2021

(unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Overview

Marizyme, Inc., a Nevada corporation formerly known as GBS Enterprises Incorporated (the “Company” or “Marizyme”), conducted its primary business through its majority owned subsidiary, GBS Software AG (“GROUP”), a German-based public-company.

By December 31, 2016, the Company had sold the controlling interest in GROUP and other subsidiaries, keeping only a minority interest in GROUP. On March 21, 2018, the Company formed a wholly owned subsidiary named Marizyme, Inc., a Nevada corporation, and merged with it, effectively changing the Company’s name to Marizyme, Inc. On June 1, 2018, the Company exchanged the shares of GROUP and all the intercompany assets and liabilities for ~~100%~~100% of the shares of X-Assets Enterprises, Inc, a Nevada Corporation. As part of a type-D business restructuring on September 5, 2018, the Company then distributed the X-Assets shares to its stockholders on a 1 for 1 basis.

Beginning after the X-Assets share distribution, Marizyme refocused on the life sciences and began to seek technologies to acquire.

On September 12, 2018, the Company consummated an asset acquisition with ACB Holding AB, Reg. No. 559119-5762, a Swedish corporation to acquire all ~~right,~~rights, title, and interest in their Krillase technology in exchange for 16.98 million shares of Common Stock. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in dental care, wound healing, and thrombosis.

On December 15, 2019, the Company entered into a contingent asset purchase agreement (the “Agreement”), as amended on March 31, 2020 and May 29, 2020, with Somahlution, LLC, Somahlution, Inc., and Somaceutica, LLC, companies duly organized under the laws of Delaware (collectively, “Somah”) to acquire all of the assets and none of the liabilities of Somah (the “Acquisition”), including DuraGraft®, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. On July 30, 2020, the Company and Somah entered into Amendment No. 3 to the Agreement which finalized this Agreement. Pursuant to the terms of this amendment, it was agreed that, as part of the Acquisition, the Company would acquire the outstanding capital stock of Somahlution, Inc., held by Somahlution, LLC, rather than the assets of Somahlution, Inc. This change to the Agreement was made to accommodate the European Union (“EU”) requirements with respect to the future manufacturing under Somahlution, Inc. of CE marked products for sale in the EU.

On September 25, 2020, the Company formed Somaceutica, Inc., a Florida corporation.

On September ~~30,~~25, 2020, the Company formed Marizyme Sciences, Inc., a Florida corporation.

The Company’s common stock, ~~$0.001~~$0.001 par value per share (the “Common Stock”), is currently quoted on the OTC Markets QB Tier under the ticker symbol “MRZM.”

Change in Management and the Board of Directors

On ~~September 1, 2020, Nicholas DeVito resigned as the Company’s interim chief executive officer and chief financial officer.~~

~~On September 1, 2020, Bruce Harmon~~January 16, 2021, Roger Schaller was appointed as the ~~Company’s chief financial officer.~~Company Executive Vice President of Commercial Operations.

On ~~September 1, 2020, James Sapirstein, a director~~January 29, 2021, Amy Chandler was promoted to Executive Vice President of ~~the Company, became the Company’s interim chief executive officer.~~Regulatory and Quality Affairs.

On ~~November 1, 2020, Dr. Neil J. Campbell~~February 3, 2021, Julie Kampf was appointed as a Director on the Company’s ~~chief executive officer, president,~~board of directors.

On February 22, 2021, Dr. Vithal Dhaduk was appointed as a Director on the Company’s board of directors.

On March 18, 2021, Dr. Neil Campbell resigned as Chief Executive Officer, President and ~~director.~~Director.

On ~~November 1, 2020,~~March 19, 2021, James Sapirstein ~~relinquished his role~~was appointed as ~~interim chief executive officer.~~

Interim Chief Executive Officer.

~~MARIZYME, INC.~~On April 2, 2021, Dr. Satish Chandran was terminated as Chief Technology Officer.

~~AND SUBSIDIARIES~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~On June 24, 2021, James Saperstein, our Interim Chief Executive Officer resigned, and Vithal Dhaduk was appointed as our Chairman of the Company’s board of directors.

~~SEPTEMBER 30, 2020~~

~~(unaudited)~~On July 6, 2021, Vithal Dhaduk was appointed as Interim Chief Executive Officer.

On July 12, 2021, Bruce Harmon resigned as Interim Chief Financial Officer.

NOTE 2 - GOING CONCERN

The accompanying unaudited condensed consolidated financial statements and the factors within it, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and the ability of the Company to continue as a going concern for a reasonable period of time. The Company had a net loss of ~~$2,971,324~~ $5,271,393 and cash used in operating activities of ~~$948,305~~ $2,975,603for the ~~nine~~six months ended ~~September~~June 30, ~~2020. As of September 30, 2020, the Company had a working capital surplus of $5,204,436,~~2021 and an accumulated deficit of ~~$33,951,905.~~$42,097,027 at June 30, 2021. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).

The unaudited condensed consolidated financial statements of the Company for the ~~nine~~three and six month periods ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, ~~2019~~2020 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, ~~2019~~2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, ~~2020.~~2021. These financial statements should be read in conjunction with that report.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”) and Marizyme Sciences, Inc. (“Marizyme Sciences”). All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the ~~unaudited condensed~~ consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to the allocation of the purchase price in a business combination to the underlying assets and liabilities, allowance for doubtful accounts, recoverability of long-term assets including intangible assets and ~~recoverability~~goodwill, amortization expense, inventory valuation, valuation of ~~long-term assets including intangible assets and goodwill,~~warrants, stock-based compensation, and deferred tax valuations.

~~MARIZYME, INC.~~

~~AND SUBSIDIARIES~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(unaudited)~~

~~NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~~~(CONTINUED)~~

Business Combinations

The Company accounts for business acquisitions using the acquisition method of accounting based on Accounting Standards Codification (“ASC”) 805 — Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s ~~condensed~~ consolidated statements of operations.

Stock-Based Compensation

Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company had no $2,104 in cash and 0cash equivalents.

Reclassifications

Certain amounts in the prior year’s unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported. The reclassifications were for the Statement of Operation which combined its expenses into two categories whereas, for comparison purposes for the six months ended June 30, 2021 to June 30, 2020, professional fees and stock-based compensation was segregated.

Allowance for Doubtful Accounts

The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company did not have an allowance at ~~September~~June 30, ~~2020~~2021 or December 31, ~~2019.~~2020. The Company ~~had~~did not record any bad debt expense in each of $0the three and ~~$0 for the nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019, respectively.~~ 2020.

Inventory

Inventory consisted of primarily finished goods and is valued at the lower of cost or net realizable value. Inventory is held in a third-party warehouse in foreign countries. Cost is determined using the FIFO method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has determined that 0inventory ~~of $161,969 and $0~~reserve was necessary as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019, respectively.~~2020.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with FASB ASC 820 (the “Fair Value Topic”). For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities.

We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1:

Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

	Level 2:	Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

~~MARIZYME, INC.~~

~~AND SUBSIDIARIES~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(unaudited)~~

~~NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~~~(CONTINUED)~~

Level 1:~~Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.~~

Level 2:~~Inputs other than quoted prices~~The following table summarizes our financial instruments that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.measured at fair value on a recurring basis as of June 30, 2021:

SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

	Total		Level 1		Level 2		Level 3
June 30, 2021:
Warrant liabilities	$	49,963	$	-	$	-	$	49,963
Derivative liabilities	$	24,982	$	-	$	-	$	24,982

Level 3:~~Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.~~

The Company had no0 assets or liabilities measured at fair value on a recurring basis at ~~September 30, 2020 and~~ December 31, ~~2019.~~2020.

Fixed Assets

Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations.

SCHEDULE OF USEFUL LIFE OF FIXED ASSETS

Classification		Estimated Useful Lives
Equipment		5 to 7 years
Furniture and fixtures		4 to 7 years

Intangible Assets

Costs incurred to file patent applications and acquired intangibles are capitalized when the Company believes that there is a high likelihood that the patent will be issued and there will be future economic benefit associated with the patent. These costs will be amortized on a straight-line basis over a 20-year life from the date of patent filing. All costs associated with abandoned patent applications are expensed. In addition, the Company will review the carrying value of patents for indicators of impairment on a periodic basis and if it determines that the carrying value is impaired, it values the patent at fair value. As of June 30, 2021, $122,746 has been capitalized for patents which have not been amortized.

Impairment of Long-lived Assets

The Company follows ASC ~~paragraph 360-10-05-4 of the FASB Accounting Standards Codification~~360 for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company determined that there were no0 impairments of long-lived assets at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~

2020.

~~MARIZYME, INC.~~

~~AND SUBSIDIARIES~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(unaudited)~~

~~NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~~~(CONTINUED)~~

Revenue Recognition

We recognize revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle:

Step 1:~~Identify the contract with the customer~~

Step 2:~~Identify the performance obligations in the contract~~

Step 3:~~Determine the transaction price~~

Step 4:~~Allocate the transaction price to the performance obligations in the contract~~

Step 5:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation

We have identified one performance obligation

~~We recognize revenue in two ways. For~~which is related to our DuraGraft product sales for our Distribution Partner channel, we recognize revenue for product sales at the time of delivery of the product to our Distribution Partner (customer). The customer is invoiced, and Payment Terms are Net 30. ~~For online customers, revenue is recognized, and tender is accepted when~~As our products ~~are shipped to customers. The receipt is based on actual customer purchases. When~~have an expiration date, if a product expires before use, we ~~receive payment before the customer has been shipped~~will replace the product ~~ordered,~~on the ~~amount received is recorded as deferred revenue until~~shelf at no charge. Revenue disaggregation for three months ended June 30, 2021 amounted to $2,586 in Spain, $1,920 in Singapore, and $17,313 in Switzerland and for the ~~transaction is complete. Our performance obligations for unfulfilled product orders are typically satisfied within one week. Shipping~~six months ended June 30, 2021 amounted to $80,180 in Spain, $8,650 in Singapore, $25,969 in Switzerland, $17,376 in Philippines, and ~~handling fees charged to customers relate to fulfillment activities and are included~~ $28,610 in ~~net sales with the corresponding costs recorded in cost of sales.~~Austria.

In the transaction that acquired the assets of Somahlution, LLC, the Company determined that the CE mark for Europe must be in ~~Somahlution,~~Marizyme, Inc. in order for Somahlution, Inc. to bill revenue and receive the payments accordingly. The Company has filed in Europe for the CE mark to be in Marizyme, Inc. but, until the time it is approved by the Notified Body, BSI (British Standards Institution), which is projected for ~~fourth quarter 2020,~~May 2021, Somahlution, LLC provides the billing and receiver of funds. On a periodical basis, the cash received is transferred to Somahlution, Inc.

Direct Cost of ~~Sales~~Revenue

Cost of sales includes the actual cost of merchandise ~~sold and services performed;~~sold; the cost of transportation of merchandise from ~~vendors~~our third-party vendor to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfilment centers.distributer.

Net Income (Loss) per Share

The Company computes basic and diluted income (loss) per share amounts pursuant to ~~section 260-10-45~~ASC 260 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss available to common stockholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss available to common stockholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity.

~~The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method.~~

~~The following is a reconciliation of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2020 and 2019:~~

~~MARIZYME, INC.~~

~~AND SUBSIDIARIES~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(unaudited)~~

~~NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~~~(CONTINUED)~~

For the three
months ended

For the nine
months ended

September 30,

September 30,

2020

2019

2020

2019
Basic earnings per common share

Numerator:

Net loss available to common stockholders
$
(2,065,043)
$
(508,562)
$
(2,971,324)
$
(814,540)
Denominator:

Weighted average common shares outstanding

29,288,226

19,858,939

23,161,329

19,746,153

Basic loss per common share
$
(0.07)
$
(0.03)
$
(0.13)
$
(0.04)

Diluted loss per common share

Numerator:

Net loss available to common stockholders
$
(2,065,043)
$
(508,562)
$
(2,971,324)
$
(814,540)
Denominator:

Weighted average common shares outstanding

29,288,226

19,858,939

23,161,329

19,746,153

Basic loss per common share
$
(0.07)
$
(0.03)
$
(0.13)
$
(0.04)

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three and ~~nine month periods~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.

Segment Information

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has ~~one~~1 operating ~~segments~~segment as of ~~September~~June 30, 2021 and December 31, 2020.

Value of Warrants Issued with Debt

The Company estimates the grant date value of certain warrants issued with debt using a valuation method, such as the Black-Scholes option pricing model, or, if the terms are more complex, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions as deemed appropriate. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

Derivative Liabilities

The Company records the estimated fair value of the warrants as of the date of issuance and at each balance sheet reporting date thereafter. As of June 30, 2021, none of the convertible notes or warrants that resulted in the recording of the related derivative liabilities had a change in estimated value as they were granted at the end of May 2021 and any change at June 30, 2021 was deemed immaterial.

Effect of Recent Accounting Pronouncements

Recently Issued Accounting Standards Not Yet Adopted

The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its consolidated financial statements.

~~MARIZYME, INC.~~Concentration of Credit Risk

~~AND SUBSIDIARIES~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~The Company places its temporary cash investments with financial institutions insured by the FDIC. The Company has amounts over insured limits. Amounts on deposit may at times exceed the FDIC insurance limit. The Company has not experienced any losses in such accounts.

~~SEPTEMBER~~

Customer Concentrations

For the three and six months ended June 30, ~~2020~~2021, four customers/distributors selling to end customers made up 100% of the revenues. As of June 30, 2021, three customers/distributors made up 100% of accounts receivable.

~~(unaudited)~~

Research and Development

All research and development costs, payments to laboratories and research consultants are expensed when incurred.

NOTE 4 – ~~ACQUISITIONS~~LEASE

Effective January 1, 2020, the Company adopted the provision of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The provisions of this ASU require the Company to record a right-of-use asset and related lease liability related to their leases.

The Company leases its administrative office and laboratories under an operating lease agreement. The Company entered into an agreement in December 2020 for approximately 8,500 square feet which is for a five-and-one-half year period. The base rent is $10,817 per month. In addition, the Company is obligated to pay monthly operating expenses of approximately $12,000 per month. The lease included incentives of waived base rent for certain periods. The base rent will increase by 2.5% for the second year through the end of the term.

Right-Of-Use Asset and Lease Liability:

The Company’s consolidated balance sheets reflect the value of the right-of-use asset and related lease liability. This value was calculated based on the present value of the remaining base rent lease payments. The discount rate used was 3.95% which is the average commercial interest available at the time. As a result, the value of the right-of-use asset and related lease liability is as follows:

SCHEDULE OF RIGHT-OF-USE ASSET AND RELATED LEASE LIABILITY

	June 30,		December 31,
	2021		2020
Right-of-use asset	$	1,228,648	$	1,317,830

Total lease liability	$	1,244,562	$	1,317,830
Less: Current portion		243,070		243,292
Lease liability, net of current portion	$	1,001,492	$	1,074,538

The maturities of the lease liabilities are as follows as of June 30, 2021 for the periods ended December 31:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES


2021	$	104,498
2022		277,142
2023		277,142
2024		277,142
2025		277,142
Thereafter		130,950
Total lease payments		1,344,016
Less: Present value discount		(99,454	)
Total	$	1,244,562

For the three and six months ended June 30, 2021, operating cash flows paid in connection with operating leases amounted to $12,008 and $47,576, respectively.

NOTE 5 – ACQUISITIONS

Krillase

On September 12, 2018, the Company consummated an asset acquisition with ACB Holding AB, Reg. No. 559119-5762, a Swedish corporation to acquire all right, title and interest in their Krillase technology in exchange for 16.98 million shares of common stock. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in wound debridement, would healing, dental care ~~wound healing~~ and thrombosis. The transaction was recorded at the fair value of the shares, ~~$28,600,000.~~$28,600,000. No amortization has been recorded as all of the patents are not yet in a position to produce cash flows. The Company anticipates Krillase being placed into service in 2023. The Company has evaluated this asset for impairment and has determined that due to COVID-19 delaying the next steps for this technology, along with the associated value of the research and development, the status of the clinical trials, and other pertinent proprietary technology, there is no impairment required.

During 2020, the Company incurred legal and filing fees of ~~$17,801~~$17,801 associated with a patent application for pharmaceutical compositions and methods for the treatment of thrombosis. The patents are pending.

DuraGraft®

On December 15, 2019, the Company entered into a contingent asset purchase agreement (the “Agreement”), as amended on March 31, 2020 and May 29, 2020, with Somahlution, LLC, Somahlution, Inc., and Somaceutica, LLC, companies duly organized under the laws of Delaware (collectively, “Somah”) to acquire all of the assets and none of the liabilities of Somah (the “Acquisition”), including DuraGraft®, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. On July 31, 2020, the Company and Somah entered into Amendment No. 3 to the Agreement and the Agreement was finalized. Pursuant to the terms of this amendment, it was agreed that, as part of the Acquisition, the Company would acquire the outstanding capital stock of Somahlution, Inc., held by Somahlution, LLC, rather than the assets of Somahlution, Inc. This change to the Agreement was made to accommodate the European Union (“EU”) requirements with respect to the future manufacturing under Somahlution, Inc. of CE marked products for sale in the EU. In Amendment No. 2, the Company agreed to assume certain payables of Somah related to clinical and medical expenses. These assumed payables were $344,321. It was agreed that the payments on the assumed debts would be recorded as a prepaid royalty against future royalties. As of June 30, 2021 and December 31, 2020, prepaid royalties were $340,969 and $344,321, respectively, and were recorded as a non-current asset. See Note 9.

The Company compensated the Somah stockholders as follows: (1) 10,000,000 shares of common stock valued at ~~$1.25~~$1.25 per share (the Company’s stock is thinly traded therefore the value per share was determined by the funding completed on August 3, 2020 which sold 4,610,064 shares of common stock at ~~$1.25~~$1.25 per share, which was the first tranche of a total funding of ~~$7,000,240 (5,600,272~~$7,000,240 (5,600,272 shares, August 3, 2020 and September 25, 2020) which all stock was sold at ~~$1.25~~$1.25 per share); (2) 3,000,000 warrants with a strike price of ~~$5.00~~$5.00 per share and a term of five ~~years;~~years; and (3) royalties on all net sales for Somahlution, Inc. of 6%6% on the first ~~$50~~$50 million of net sales, 4%4% for greater than ~~$50~~$50 million up to ~~$200~~$200 million, and 2%2% for greater than ~~$200~~$200 million.

The Company is in the process of determining the fair value of the royalty component of the total consideration as well as the identifiable intangible assets acquired in business combination. The Company is using a third-party valuation firm and at this time we are unable to estimate the contingent consideration related to the future royalty payment stream amount accurately. The Company is expecting the valuation to be finalized in the Form 10-Q for the period ended June 30, 2021. As such, the following table represents the preliminary consideration in connection with the transaction excluding the fair value of the royalty payment stream:

SCHEDULE OF PRELIMINARY ALLOCATION OF CONSIDERATION

Consideration:

Common stock shares
$
12,500,000
Fair value of warrants

1,932,300

$
14,432,300

Consideration given:

Common stock shares given	$	12,500,000
Warrants given		1,932,300
Total consideration given	$	14,432,300

Fair value of identifiable assets acquired, and liabilities assumed:

Inventory
$
183,469
Fixed assets

9,092
Intangible assets

14,438,471
Accounts payable and accrued expenses

(198,732)
Total
$
14,432,300

Fair value of identifiable assets acquired, and liabilities assumed:

Receivable	$	45,845
Inventory		229,635
Fixed assets		9,092
Intangible assets		14,147,728
Total identifiable net assets	$	14,432,300

~~MARIZYME, INC.~~

~~AND SUBSIDIARIES~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(unaudited)~~

~~NOTE 4 – ACQUISITIONS (CONTINUED)~~

The Company anticipates a significant fair value to be assigned to identifiable intangible assets such as in process research and development and patents. Included in the preliminary allocation to the fair value of assets acquired and liabilities assumed is an ~~100%~~100% allocation to intangible assets for the consideration in excess of tangible net assets. The Company utilized a preliminary estimated weighted average amortization period of seven years. As such, the Company recorded amortization expense of ~~$341,270~~$353,693 and ~~$341,270 during~~$707,386 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020, respectively.~~2021, respectively and $0 for the three and six months ended June 30, 2020.

Dr. Vithal D. Dhaduk, a co-founder of Somahlution, LLC (“Dhaduk”), is the subject of a complaint filed in the United States District Court, Middle District of Pennsylvania, Civil Action No. 3:17 cv 02243 in December 2017 by Mukeshkkumar B. Patel (“Patel”), a former business partner of Dhaduk, which complaint makes claims of breach of contract, promissory estoppel and unjust enrichment regarding a Memorandum of Understanding, dated July 16, 2015, between Patel and Dhaduk (“MOU”). The MOU provided that Dhaduk would pay Patel ~~$9.45~~$9.45 million as consideration for Patel’s agreement to, among other things, (i) exit certain legal entities that were purportedly jointly owned by certain affiliates of Dhaduk and Patel, including Somahlution LLC, and (ii) relinquish his ownership interests in such entities. On December 2, 2019, the court granted Patel’s motion for summary judgment on his breach of contract claim, which judgment Dhaduk is currently appealing (such legal proceedings, collectively referred to as the “Dhaduk Litigation”). The Company is not a named defendant in the Dhaduk Litigation, and the court’s summary judgment is against Dhaduk in his personal capacity.

NOTE 56 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of ~~November 16, 2020,~~June 30, 2021, there were no pending or threatened lawsuits.

Contingencies

On July 13, 2019, the Company signed a consulting agreement with an individual to advise the Board of Directors. The individual receives ~~$30,000~~$30,000 per month through July 13, 2022 and received an option to purchase 250,000 shares of common stock at a strike price of ~~$1.50,~~$1.50, which vest monthly through July 13, 2021. The vesting of these options ~~were~~was accelerated by the Board on September 2, 2020. See Note 9.10. The agreement also provided for royalties derived directly from the assets related to wound healing, debridement, grafting, dental applications for both human and pet, and ~~thrombosis.~~thrombosis (see Note 5 – Krillase). The royalties associated with the acquisition of Krillase will be calculated as follows:

Royalties on sales equal to:

10% on net sales

On December 15, 2019, the Company entered into the Agreement, as amended on March 31, 2020 and May 29, 2020, with Somah (see Note 5). The royalties associated with the Agreement will be calculated as follows:

Royalties on U.S. sales equal to:

5%5% on the first $50,000,000 of net sales

4%4% on net sales of $50,000,001 up to $200,000,000

2%2% on net sales over $200,000,000

Royalties on sales outside of the U.S.:

6%6% on the first $50,000,000 of net sales

4%4% on net sales of $50,000,001 up to $200,000,000

2%2% on net sales over $200,000,000

The royalties are in perpetuity. As of ~~September~~June 30, ~~2020,~~2021, there has been no revenue ~~therefore no~~related to the above royalties.

~~On July 31, 2020, the Company executed the acquisition of Somah which provides for royalties as stated herein (see Note 4).~~

The Company, after the acquisition of Somah, has been leasing the office space on a month-to-month basis with a monthly rate of ~~$10,701.~~$10,701. The Company ~~will maintain~~maintained this office space through December 31, 2020.

~~MARIZYME, INC.~~

~~AND SUBSIDIARIES~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(unaudited)~~

~~NOTE 5 – COMMITMENTS AND CONTINGENCIES (CONTINUED)~~

Employment and Consulting Agreements

On September 1, 2020, Bruce Harmon executed a consulting agreement and was named as chief financial officer. He is compensated ~~$120,000~~$120,000 annually, received 40,000 shares of common stock vesting over one ~~year.~~year. On October 22, 2020, Mr. Harmon received 120,000 options for common stock vesting over three years with an exercise price of ~~$1.25.~~$1.25. See Note 9.10. On November 1, 2020, Mr. Harmon became an employee of the Company thereby cancelling the consulting agreement. On March 5, 2021, Mr. Harmon executed a letter of understanding for employment. See Note 1.

On November 1, 2020, Dr. Neil J. Campbell executed an employment agreement and was named as chief executive officer, president and director. He is compensated ~~$375,000~~$375,000 annually, received 500,000 options for common stock vesting over three years, with an exercise price of ~~$1.25.~~$1.25. On March 18, 2021, Dr. Campbell resigned all positions. See ~~Note 10.~~Notes 1 and 12. We expect to enter into a settlement and release agreement with Dr. Campbell but as of the date of this report no such agreement has been finalized.

On November 30, 2020, Dr. Steven Brooks executed a letter of understanding for employment as chief medical officer.

On December 1, 2020, Dr. Donald Very executed a letter of understanding for employment as executive vice president of research and development.

On January 16, 2021, Roger Schaller executed a letter of understanding for employment as executive vice president of commercial operations.

Risks and Uncertainties

The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.

NOTE 67 – FIXED ASSETS

Fixed assets, stated at cost, less accumulated depreciation at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 consisted of the following:

SCHEDULE OF PROPERTY, PLANT, AND EQUIPMENT

					June 30,			December 31,
		September 30, 2020		December 31, 2019	2021			2020
Furniture and equipment	$	701	$	-	$	701		$	701
Computer related		7,220		-		7,220			7,220
Machinery and equipment		1,171		-		1,171			1,171
Less: accumulated depreciation		(1,313)		-
Total						9,092			9,092
Less: accumulation depreciation						(6,394	)		(1,970	)
Property and equipment, net	$	7,779	$	-	$	2,698		$	7,122

Depreciation expense for the three ~~and nine~~ months ended ~~September~~June 30, 2021 and 2020 was $1,125and ~~2019~~$0, respectively, and for the six months ended June 30, 2021 and 2020 was ~~$1,313.~~$4,425 and $0, respectively.

NOTE ~~7 –INTANGIBLE~~8 –INTANGIBLE ASSETS

On July 31, 2020, the Company executed an agreement with Somah (see Note 4) for the DuraGraft® technology in exchange for 10,000,000 shares of common stock, 3,000,000 warrants and a royalty as stated herein. Somah is engaged in developing products to prevent ischemic injury to organs and tissues and DuraGraft® is a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties.

~~For~~SUMMARY OF INTANGIBLE ASSETS AMORTIZATION EXPENSE

	June 30, 2021						December 31, 2020
	Gross				Net		Gross					Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization		Amount		Amount		Amortization			Amount
Krillase - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology	$	28,600,000	$	-	$	28,600,000-	$	28,600,000	$	-		$	28,600,000
DuraGraft - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology		14,147,729		(1,296,875)		12,850,854		14,147,729		(589,489	)		13,558,240
Patents in process		122,745		-		122,745		119,971		-			119,971

Total Intangibles	$	42,870,474	$	(1,296,875)	$	41,573,599	$	42,867,700	$	(589,489	)	$	42,278,211

SCHEDULE OF INTANGIBLE ASSETS

Balance, December 31, 2019	$	28,613,000
Acquired in asset purchase agreement		14,147,729
Additions		2,774
Amortization expense		(589,489	)
Balance, December 31, 2020		42,278,211
Balance, December 31, 2020		42,278,211
Additions		2,774
Amortization expense		(707,386	)
Balance, June 30, 2021	$	41,573,599

The Company has recorded amortization expense of $353,693 and 707,386 for the ~~nine~~three and six months ended ~~September~~June 30, ~~2020, changes to~~2021, respectively and $0 for the three and six months ended June 30, 2020.

The useful lives of the intangible assets ~~were~~are based on the life of the patent and related technology. The patents and related technology for Krillase are not currently being amortized as ~~follows:~~they have not yet been put into operations.

Balance, December 31, 2019
$
28,613,000
Acquired in asset purchase agreement

14,438,471
Acquisitions

92,148
Accumulated amortization

(341,270)
Balance, September 30, 2020
$
42,802,349

Future amortizations for DuraGraft related intangible assets for the next five years will be $1,414,773 for each year from 2021 through 2026 and $6,486,375 for 2027 and thereafter.

~~MARIZYME, INC.~~

~~AND SUBSIDIARIES~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(unaudited)~~

NOTE 89 – RELATED PARTY TRANSACTIONS

The Company has recorded a prepaid royalty to the shareholders of Somahlution, LLC in regard to the acquisition (see Note 5). The primary beneficial owner is Dr. Vithal Dhaduk, currently the CEO (appointed in June 2021, and previously a director appointed in 2021) and significant shareholder of the Company. Prepaid royalties were $340,969 at June 30, 2021 and $344,321 at December 31, 2020.

During the three months ended June 30, 2021, a shareholder and consultant of the Company loaned the Company $215,000 at an interest rate of 0%, which is included on the balance sheet at June 30, 2021 as Due to Related Party. The payment terms are undefined and as such the Company determined to classify the balance owed as a current liability.

~~None.~~In June 2021, the former CEO loaned the Company $20,000 at an interest rate of 0%. Upon termination of the CEO’s employment in June 2021, the Company agreed to repay the loan of $20,000 plus an additional $30,000, for a total of $50,000 included in Due to Related Party on the balance sheet at June 30, 2021. The Company paid the $50,000 in July 2021.

NOTE 10 - CONVERTIBLE PROMISSORY NOTES AND WARRANTS

On May 27, 2021, the Company entered into a Unit Purchase Agreement to sell up to 4,000,000 units (the ‘Units’) at a price per Unit of $2.50 (the “Price Per Unit”). Each Unit is comprised of (i) a convertible promissory note(the “Note”) convertible into common stock of the Company, (ii) a warrant to purchase one share of common stock of the Company (the ‘Class A Warrant’); and (iii) a second warrant to purchase common stock of the Company (the “Class B Warrant”).

In May 2021, the Company issued and sold 29,978 Units at a price of $2.50 per Unit for gross proceeds of $74,945, consisting of Notes of $74,945, Class A Warrants for the purchase of 29,978 shares of common stock and Class B Warrants for the purchase of 29,978 shares of common stock. The Company incurred related issuance costs of $6,745 which will be amortized over the term of the Notes.

In July 2021, the Company issued and sold 440,000 Units under the Unit Purchase Program for gross proceeds of $1,100,000. The Units included Notes for $1,100,000, Class A Warrants for 440,000 shares of common stock and Class B Warrants for 440,000 shares of common stock.

The Company made the preliminary conclusion that the Notes had an embedded derivative related to the automatic conversion feature discount which requires bifurcation. The Company estimated the value of this derivative as $24,982 and recorded this derivative as a liability on the balance sheet as of June 30, 2021.

The Company estimated the value of the Class A Warrants and Class B Warrants and ascribed this value to the remainder of the proceeds at the issuance date of the Units as this estimated value exceeded the remainder of the gross proceeds, recording the warrants as a liability on the balance sheet of $49,963 as of June 30, 2021.

As all the Unit proceeds were allocated to the estimated values of the derivative and the warrants, the Company recorded the value of the Notes as $0 on issuance of the Units and will accrete to the face value of the Notes through maturity date. During the three and six months ended June 30, 2021, the Company recognized $3,491 of interest expense related to this accretion. At June 30, 2021, total future maturities of principal for the Notes was $74,945, all of which matures in May 2023. At June 30, 2021, this principal balance is reduced by the remaining debt discount ascribed to the derivative and warrants of $71,454, with a Note balance of $3,491 on the balance sheet at June 30, 2021.

Notes

The terms of the Notes are as follows:

Term - The Notes will mature 24 months from the initial closing date unless earlier converted or prepaid.

Interest - Interest shall accrue on the outstanding principal amount of the Notes at a simple rate of 10% per annum. Interest shall be paid at maturity or converted along with principal at the time of conversion of the Notes.

Optional Conversion - The outstanding principal amount of the Notes and all accrued, but unpaid interest shall be convertible at any time at the option of the holder at an initial conversion price of $2.50 (the “Conversion Price”).

Automatic Conversion - In the event the Company consummates, while the Note is outstanding, an equity financing with a gross aggregate amount of securities sold of not less than $10,000,000 (the “Qualified Financing”), then all outstanding principal, together with all unpaid accrued interest under the Notes, shall automatically convert into shares of the equity financing at the lesser of (i) 75% of the cash price per share paid in the Qualified Financing and (ii) the conversion price of $2.50 per unit. If preferred stock is issued in the equity financing and the conversion price of the Notes is less than the cash price per share issued in the Qualified Financing, the Company may, solely elect to convert the Notes into shares of a newly created series of capital stock having the identical rights, privileges, preferences and restrictions as the preferred stock issued in the Qualified Financing, and otherwise on the same terms and conditions.

The Notes are secured by a first priority security interest in all assets of the Company.

Warrants

The Class A Warrants entitle the holder to the right, for a period of five (5) years from each closing date, to purchase shares of the Company’s Common stock at an exercise price equal to the lower of (i) $3.13 or (ii) the Automatic Conversion Price (initially $2.50); provided, however, that the exercise price shall not be less than $1.00 (except as the result of antidilution adjustments). Company may force the exercise of the Class A Warrants if, at any time following the sixty day anniversary of the final closing date or termination of the offering, (i) the shares issuable upon exercise of the Class A Warrants are registered or the purchasers otherwise have the ability to trade the underlying shares without restriction, (ii) the 20-day volume-weighted daily average price of the Company’s Common Stock exceeds $6 per share, and (iii) the average daily trading volume is at least $1,000,000 shares during such 20-day period. The Class A Warrants contain customary antidilution adjustments and additionally, if after the issuance date of the Class A Warrants, the Company issues or sells any shares of common stock (other than in the Qualified Financing or exempted securities) or issues any rights, warrants, or options, without consideration or for consideration per share less than the exercise price of the Warrants, then the exercise price of the Warrants shall be reduced to an exercise price equal to the consideration paid per share.

The Class B Warrants will entitle the Purchasers to the right, for a period of five (5) years from each closing date, to purchase shares of the Company’s common stock at an exercise price equal $5.00 per share. The Company may force the exercise of the Class B Warrants if, at any time following the sixty day anniversary of the initial closing date, (i) the shares issuable upon exercise of the Class B Warrants are registered or the purchasers otherwise have the ability to trade the underlying shares without restriction, (ii) the 20-day volume-weighted daily average price of the Company’s Common Stock exceeds $8 per share, and (iii) the average daily trading volume is at least $1,000,000 during such 20-day period. The Class B Warrants contain customary antidilution adjustments but do not contain price based antidilution protection.

NOTE 911 – STOCKHOLDERS’ EQUITY

Preferred stock

Our Articles of Incorporation authorize the issuance of 25,000,000 shares of “blank check” preferred stock with a par value of ~~$0.001.~~$0.001. As of ~~September~~June 30, ~~2020,~~2021, and December 31, ~~2019,~~2020, there were no0 shares issued and outstanding, respectively.

Common stock

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock with a par value of ~~$0.001.~~$0.001.

As of ~~September~~June 30, 2021 and December 31, 2020, there were ~~51,888,188~~35,928,188 shares of common stock issued and ~~issuable, 35,888,188 outstanding and, as of December 31, 2019, 19,858,939 shares of common stock issued and~~ outstanding.

~~The following transactions in the Company’s common stock were completed in the nine months ended September 30, 2020:~~

Options

On January ~~9, 2020,~~13, 2021, the ~~Company issued 125,000 shares to a consultant who exercised 125,000 options in lieu~~Board of ~~$126,250 in accounts payable.~~

~~On April 6, 2020,~~Directors approved the ~~Company issued 160,000 shares of common stock to a consultant who exercised 160,000 options in lieu of $161,600 in accounts payable.~~

~~On April 6, 2020, the Company issued 5,000 shares of common stock to a director of the Company who exercised 5,000 options in exchange for $5,050 in cash.~~

~~On April 6, 2020, the Company issued 15,000 shares of common stock to a consultant in exchange for services rendered in the amount of $15,150.~~

~~On June 8, 2020, the Company issued 20,000 shares of common stock to a consultant who exercised 20,000 options in lieu of $20,200 in accounts payable.~~

~~On July 28, 2020, the Company issued 54,057 shares of common stock in the conversion of $59,453 of debt.~~

~~On July 28, 2020, the Company issued 10,000 shares of common stock were issued at a value of $12,500 to two consultants.~~

~~On July 31, 2020, the Company completed the Soma Acquisition (see Note 3) whereas 10,000,000 shares of common stock and 3,000,000 warrants were issued.~~

On August 3, 2020, the Company completed an initial closing of a private placement (the “Private Placement”) with certain accredited investors (the “Investors”) pursuant to which the Company sold and issued to the Investors an aggregate of 4,609,984 shares (the “Shares”) of its CommonMarizyme, Inc. 2021 Stock at a purchase price of $1.25 per share. Each of the Investors is an “accredited investor” as that term is defined in Regulation D, Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”Incentive Plan (“SIP”). The ~~Shares~~SIP incorporates stock options issued ~~and sold in the Private Placement were offered and sold by the Company in reliance on an exemption from registration pursuant~~prior to ~~Section 4(a)(2)~~January 13, 2021. The SIP authorized 5,300,000 options for issuance. As of ~~the Securities Act, and Rule 506(b) of Regulation D thereunder.~~June 30, 2021, there remains 512,500 options available for issuance.

~~MARIZYME, INC.~~

~~AND SUBSIDIARIES~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(unaudited)~~

~~NOTE 9 – STOCKHOLDERS’ EQUITY~~~~(CONTINUED)~~

In consideration for services rendered as the placement agent in the Private Placement, on August 2, 2020, the Company paid Univest Securities LLC cash commissions totaling $460,999, or 8% of the gross proceeds of the Private Placement closing, a 1% non-accountable expense allowance totaling $57,625, and the $31,250 balance (of a total of $37,500) due to the placement agent in advisory fees. Additionally, the Company issued to the placement agent a five-year warrant to purchase an aggregate of 229,499 shares of the Company’s Common Stock at an exercise price of $1.375 per share (the “Agent Warrant”). The Agent Warrant, for which the placement agent paid the Company $100, may be exercised on a cashless basis. The exercise price of the Agent Warrant is subject to adjustment for stock splits, stock dividends, recapitalizations, and the like.

~~On September 1, 2020, the Company issued 40,000 restricted shares of common stock to Bruce Harmon, the chief financial officer of the Company. The shares vest over a one-year period.~~

On September 25, 2020, the Company closed on the second tranche of funding in the gross amount of $1,237,760 in exchange for 990,208 shares of common stock. The net amount received by the Company was $1,116,566.

~~Options~~

The summary of option activity for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 is as ~~follows.~~follows:

SCHEDULE OF STOCK OPTION ACTIVITY

~~Balance outstanding, December 31, 2019~~		~~2,715,000~~
~~Issued~~		~~450,000~~
~~Exercised~~		~~(254,057)~~
~~Balance outstanding, September 30, 2020~~		~~2,910,943~~

				Weighted		Weighted
				Average		Average		Total
	Number of			Exercise		Contractual		Intrinsic
	Options			Price		Life		Value
Outstanding at December 31, 2020		3,800,943		$	1.36
Granted		732,500		$	1.25
Exercised		-		$	-
Forfeited		(412,500	)	$	1.25
Outstanding at June 30, 2021		4,120,943		$	1.36		8.82	$	388,350
Exercisable at June 30, 2021		3,082,402		$	1.39

The ~~following~~fair value of each stock ~~options were granted during~~option was estimated using the ~~past two years:~~

i)~~Options~~Black Scholes pricing model which takes into account as of the grant date the exercise price (ranging from $1.01 to ~~purchase 265,000 shares~~$1.50 per share in the first six months of ~~common~~2021) and expected life of the stock ~~were granted to directors effective December 6, 2018. The options allowed~~option (10 years in 2021), the ~~recipient to purchase shares at a~~current price of ~~$1.01~~the underlying stock and its expected volatility (ranging from 179.31% to 304.44%) in the first six months of 2021), expected dividends (0%) on the stock and the risk-free interest rate (0.93%) for ~~a period of 10 years. The options vested in one year from~~ the ~~date~~term of the ~~grant.~~

ii)~~On July 13, 2019,~~stock option. In addition, the Company ~~issued options~~recognizes forfeitures as they occur.

The fair value of each stock option was estimated using the Black Scholes pricing model which takes into account as of the grant date the exercise price (ranging from $1.01 to ~~purchase 2,450,000 shares~~$1.37 per share in 2020) and expected life of ~~common~~the stock ~~to an officer, directors, and a consultant. The options granted~~option (10 years in 2020), the ~~recipient to purchase shares at a~~current price of ~~$1.50~~the underlying stock and its expected volatility (ranging from 179.31% to 304.44% in 2020), expected dividends (0%) on the stock and the risk-free interest rate (0.93%) for ~~a period of 10 years. 200,000 options vested at grant. The remaining options vest at~~ the rate of 90,000 options per month. The Company accelerated the vesting to 100% in September 2020 therefore the remaining amortization was recorded as of September 30, 2020. The Company recorded expenses from issuance through September 30, 2020 of $1,345,438. ~~Two~~term of the ~~recipients exercised a total~~stock option. In addition, the Company recognizes forfeitures as they occur.

Warrants

As of ~~254,057 options using payables to them~~June 30, 2021 and December 31, 2020, there are 3,393,651 warrants outstanding, not including Class A Warrants or Class B Warrants issued in the ~~amount of $261,453 for the exercise price.~~

iii)On January 9, 2020, the Company issued options to purchase 250,000 shares of common stock to a consultant. The options granted the recipient to purchase shares at a price of $1.01 for a period of 10 years. The options vest at the rate of 25,000 options per month. The Company accelerated the vesting to 100% in September 2020 therefore the remaining amortization was recorded as of September 30, 2020. The Company recorded expenses from issuance through September 30, 2020 of $222,385.

iv)On August 18, 2020, the Company issued options to purchase 200,000 shares of common stock to a consultant. The options granted the recipient to purchase shares at a price of $1.37 for a period of 10 years. The options vest over a period of eighteen months. As of September 30, 2020, the Company has recorded $33,012 in stock-based compensation.

~~MARIZYME, INC.~~

~~AND SUBSIDIARIES~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(unaudited)~~

~~NOTE 9 – STOCKHOLDERS’ EQUITY~~~~(CONTINUED)~~

~~As of September 30, 2020, the number of options outstanding and exercisable are as follows including weighted average inputs used in calculating stock-based compensation:~~

Exercise
Price

Number of
Options
Outstanding

Number of
Options
Exercisable

Term

Remaining
Life in
Years

Intrinsic
Value
$
1.01

265,000

265,000

10 years

8.19

$
63,600
$
1.50

2,195,943

2,195,943

10 years

8.79

$
-
$
1.01

250,000

250,000

10 years

9.28

$
60,000
$
1.37

200,000

30,000

10 years

9.88

$
-

2,910,943

2,740,943

$
123,600

~~Warrants~~

On June 12, 2019, as part of a financing, the Company issued warrants to purchase 113,637 shares of Common Stock at a strike price of $3 for a period of three years. All of these warrants were still outstanding as of September 30, 2020.

~~On July 31, 2020, the Company completed the Somah Acquisition~~March 2021 Unit Purchase Agreement (see Note 4) whereas 10,000,000 shares of common stock and 3,000,000 warrants were issued. The warrants have a strike price of $5.00 per share and a term of five years. The fair market value was determined to be $0.6441 per share or $1,932,300.10).

On September 25, 2020, the Company issued two warrants for services. The warrants were for 168,008 and 112,006 with a strike price of $1.375 and a term of five years. The fair market value was determined to be $0.9062 per share or $152,249 and $101,500, respectively, or $253,749, collectively.

NOTE 1012 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated ~~herein.~~below:

~~On October 1, 2020,~~Convertible Promissory Notes and Warrants

In July 2021, the Company ~~entered into a consulting agreement which had various compensation requirements, including~~issued and sold 440,000 Units under the ~~issuance~~Unit Purchase Program for gross proceeds of ~~20,000~~$1,100,000. The Units included Notes for $1,100,000, Class A Warrants for 440,000 shares of common stock ~~(valued at $1.25 per share)~~ and ~~36,364 warrants with an exercise price~~Class B Warrants for 440,000 shares of ~~$1.375.~~

~~On October 22, 2020,~~common stock. See Note 10 for the ~~Company issued 50,000 options for common stock to a consultant. The options vest over a three-year period~~terms and ~~have an exercise price of $1.25.~~

~~On October 22, 2020, the Company issued 120,000 options for common stock to Bruce Harmon, the chief financial officer~~features of the ~~Company.~~Units.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Contrary to the rules of the SEC, the Company’s condensed consolidated financial statements included in this filing on Form 10-Q have not been reviewed by an independent public accountant in accordance with professional standards for conducting such reviews. The ~~options vest over a three-year period~~Company has not yet fully completed the accounting for the July 2020 acquisition of Somahlution, LLC, Somahlution, Inc., and ~~have~~Somaceutica, LLC (collectively, “Somah”), which is still in process as it relates to the valuation of certain assets. As such, management cautions investors and any other users of these condensed consolidated financial statements and related MD&A not to place reliance on the information contained in this Form 10-Q as it may be materially incorrect and may be subject to future adjustment. The Company expects the accounting for the Somah acquisition to be completed in the near term at which time an ~~exercise price of $1.25.~~updated and amended 10-Q will be filed if required.

~~On October 30, 2020, the Company issued 125,000 options for common stock to a consultant. The options vest over a three-year period and have an exercise price of $1.25.~~

On November 1, 2020, Dr. Neil J. Campbell executed an employment agreement and was named as chief executive officer, president and director. He is compensated $375,000 annually, received 500,000 options for common stock vesting over three years, with an exercise price of $1.25. See Note 5.

~~On November 9, 2020, the Company issued 15,000 options for common stock vesting over three years, with an exercise price of $1.25, to an employee.~~

ITEM 2. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENT

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

Company Overview

We are a Nevada corporation originally incorporated on March 20, 2007, under the name SWAV Enterprises, Ltd. On September 6, 2010, we changed our name to GBS Enterprises Incorporated and from 2010 to September 2018 we were in the software products and advisory services business for email and instant messaging applications. We divested that business between December 2016 and September 2018 and, since that time, we have begun to focus on the acquisition of life science technologies.

We changed our name to Marizyme, Inc. on March 21, 2018, to reflect our new life sciences focus, and our common stock is currently quoted on the OTC Markets’ QB tier under the symbol “MRZM.” We may also examine our options with respect to the listing of our common stock on the Nasdaq Stock market or the NYSE.

In the second half of 2018, we acquired the protease-based therapeutic platform called Krillase^® from ACB Holding AB.

RecentEvents

Somahlution Asset Acquisition

~~On July 30, 2020, we acquired all~~Pursuant to the terms of the ~~assets~~Acquisition, the majority shareholder of Somah is entitled to appoint two members to our board of directors, one of whom must be independent. Additionally, Dr. Satish Chandran, Somah’s co-founder and ~~certain of the liabilities of Somahlution LLC, or Somahlution,~~Chief Executive Officer, has become our Chief Technical Officer and its related companies, referred to collectively as Somah. Somah was engaged in developing products to prevent ischemic injury to organs and tissues and its products, which we refer to as the “Somah Products,” include DuraGraft®, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. As part of this acquisition, we acquired Somahlution, Inc., a wholly owned subsidiary of Somahlution and holder of the CE marks for manufacture and sale of the DuraGraft® products in the European Union.Dr. Catherine Pachuk, Somah’s Chief Science Officer, has become our Chief Science Officer.

Pursuant to the terms of the Acquisition, Somah is entitled to appoint two members to our board of directors, one of whom must be independent. Additionally, Dr. Satish Chandran, Somah’s co-founder and Chief Executive Officer, has become our Chief Technical Officer and Dr. Catherine Pachuk, Somah’s Chief Science Officer, has become our Chief Science Officer.

Private Placement

On August 3, 2020, we conducted an initial closing of a private placement (the “Private Placement”) in which we sold to a number of accredited investors an aggregate of 4,609,984 shares of our common stock, par value $0.001 per share, at a purchase price of $1.25 per share for an aggregate amount of $5,762,480. On September 25, 2020, we conducted a second closing of the Private Placement and sold an additional 990,208 shares of our common stock for an aggregate amount of $1,237,760, for a total Private Placement offering amount of $7,000,240. The offering costs were $725,176, leaving net proceeds of $6,275,064.

Unit Purchase Agreement

On May 27, 2021, we sold 29,978 Units at a price of $2.50 per Unit for gross proceeds of $74,945, consisting of Notes of $74,945, Class A Warrants for the purchase of 29,978 shares of common stock and Class B Warrants for the purchase of 29,978 shares of common stock. In July 2021, we sold 440,000 Units under the Unit Purchase Program for gross proceeds of $1,100,000. The Units included Notes for $1,100,000, Class A Warrants for 440,000 shares of common stock and Class B Warrants for 440,000 shares of common stock.

OurProducts

Krillase

Through our acquisition of the Krillase technology from ACB Holding AB, we have purchased a European Union ~~clinically tested~~researched and ~~previously patented~~evaluated protease therapeutic platform that has the potential for use in the treatment of chronic wounds/~~burns.~~burns, and other clinical applications. Krillase may be classified as a biological drug, however, it has been classified as a Class III medical device in Europe for treating chronic wounds.

Krillase, derived from Antarctic krill, shrimp-like crustaceans, is a combination of endo and exopeptidases that safely and efficiently breaks down ~~thrombogenic material and necrotic tissue. A~~organic material. The mix of proteinases and peptidases in Krillase helps the Antarctic krill digest and break down its food in the extremely cold Antarctic environment. As a result, ~~the~~this specialized collection of enzymes ~~provide~~provides a unique biochemical “cutting” capability. As a “biochemical knife,” Krillase ~~breaks~~can potentially break down organic matter, such as necrotic tissue, ~~and~~ thrombogenic material, and ~~can mitigate~~biofilms produced by microorganisms. As such, it may be useful in the mitigation or ~~treat~~treatment of multiple disease states in humans. For example, Krillase may dissolve arterial thrombogenic plaque safely and efficiently. In preclinical studies in Europe, Krillase has demonstrated that it can completely dissolve fresh and organized thrombus faster and more effectively than currently approved fibrinolytic therapy without the potential for bleed outs, and it has demonstrated in both preclinical and clinical studies that it promotesefficiently, promote faster healing and ~~supports~~support the grafting of skin for the treatment of chronic wounds and ~~burns.~~burns, and reduce bacterial biofilms associated with poor oral health in humans and animals.

We have acquired a ~~Krillase based~~Krillase-based product pipeline that is focused on developing products that treat ~~a number of~~several conditions across the critical care market. Itemized below is a breakdown of our ~~current~~projected Krillase ~~pipeline and its~~ development ~~status:~~pipeline:

	●	MB101 – Therapy for complex wounds and burns

	●	MB102 – Therapy for acute ischemic stroke

	●	MB104 – Therapy for deep vein thrombosis

	●	MB105 – Therapy for dissolving plaque and biofilms on teeth

·~~MB101 – Therapy for complex wounds and burns: Completed Phase 2B trials in the EU.~~

·~~MB102 – Therapy for acute ischemic stroke: Concept stage.~~

·~~MB104 – Therapy for deep vein thrombosis: Early pre-clinical stage.~~

·~~MB105 – Therapy for dissolving plaque and biofilms on teeth.~~

Krillase received medical device status in the European Union for debridement of deep partial and full-thickness wounds in hospitalized patients, on July 19, 2005. ~~we expect to initiate commercialization~~

As of the date of this filing, the Company continues to evaluate commercial, clinical, research, and regulatory considerations involved in marketing our Krillase-based product line. Our commercial strategy in developing this product line is two-fold:

	●	First, leverage and maximize near-term revenue generating opportunities with products for commercial or clinical applications that have low regulatory risk,

	●	Second, develop products for applications of the Krillase platform that address unmet medical needs or address medical market needs better than existing products in the marketplace, in clinical applications that have higher regulatory risk, but significant commercial potential.

We anticipate finalizing our development, operation and commercial strategy regarding the Krillase ~~wound healing product for distribution in Europe and South America in~~platform by 2022. ~~Krillase will initially be delivered as a sterile, long shelf life lyophilized powder.~~

DuraGraft^®

On July 31, 2020, weMarizyme closed the acquisition of ~~Somahlution~~Somahlution’s product, DuraGraft.

The DuraGraft Product

Somahlution has been engaged in developing products based on its ~~DuraGraft~~cytoprotective platform technology, to prevent ischemic injury to organs and tissues in grafting and transplantation surgeries. Its products and product candidates, which are referred to as the Somah Products, include DuraGraft, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, thereby reducing the incidence and complications of graft failure and improving clinical outcomes post bypass surgery.

DuraGraft Indications

DuraGraft is an “endothelial damage inhibitor” indicated for cardiac bypass, peripheral bypass, and other vascular surgeries. It is CE marked and is approved for marketing in ~~the European Union and several~~33 countries ~~around the world~~worldwide on 4 continents including, but not limited to the European Union, Turkey, Singapore, ~~Hing~~Hong Kong, India, the Philippines, and Malaysia. Somahlution has also been focused on developing products to mitigate the effects of ischemia reperfusion injury in other grafting and transplantation surgeries and other indications in which ischemic injury can cause disease. Multiple products derived from the ~~DuraGraft~~cytoprotective platform technology for several indications are under various stages of development.

●

DuraGraft is a CE-marked endothelial damage inhibitor that protects free vascular grafts and endothelium against ischemic injury.

·

	●	DuraGraft is approved in Europe for graft protection and preservation during bypass (cardiac and peripheral) and other vascular surgeries.

	●	DuraGraft protects graft tissue from harvesting through anastomosis and is used during coronary artery bypass grafting, or CABG, (and other vascular surgeries) as a treatment to maintain the structural and functional integrity of the endothelium of isolated vascular grafts.

	●	The use of DuraGraft is associated with the reduction of post-CABG complications associated with graft disease and failure; myocardial infarction, repeat revascularization, and major adverse cardiovascular events, or MACE.

Unmet Clinical Needs

	●	CABG remains the standard treatment for multi-vessel coronary artery disease or left main artery disease.

	●	Benefits of CABG are, however, limited by high patient level of vein graft failure (VGF) rates (50%) that have not changed in decades.

	●	“The Early Promise of Coronary Bypass Grafting has not been fulfilled and an insidiously deadly variety of atherosclerosis progressively chokes vein grafts and extinguishes their benefits,” Fitzgibbons, 1996.

	●	“VGF remains one of the leading causes of poor in-hospital and long-term outcomes after CABG,” Harskamp, 2013.

	●	“The Issue of Low Patency Rates Owing to VGF Needs Urgent Attention,” de Vries, 2016.

	●	Vein graft failure is result of damage to graft endothelium that occurs during CABG surgery.

	●	Ischemic reperfusion injury is the primary cause of endothelial damage.

	●	Vein graft failure post-CABG is associated with poor clinical outcomes.

	●	DuraGraft minimizes endothelial damage, reduces graft disease, and improves clinical outcomes.

Commercial Considerations

According to market analysis reports, the size value of the coronary artery bypass graft market globally was approximately $16 billion. This market is forecasted to increase at a CAGR of 5.8% from 2017 to 2025 (Grand View Research, March 2017). Globally, it is estimated that approximately 800,000 CABG procedures are performed each year (Grand View Research, March 2017), with procedures performed in the U.S. being a substantial percentage of the total global procedures performed. In the U.S., it is estimated that approximately 340,000 CABG surgeries are performed each year. The number of CABG procedures performed is predicted to decline at a rate of approximately 0.8% per year to less than 330,000 annually by 2026, primarily due to medical and technological advances in the use of percutaneous coronary intervention, also known as “angioplasty” (idata Research, September 2018).

In 2017, the number of peripheral vascular surgeries, which include angioplasty and bypass of peripheral arteries, vein removal, thrombectomy, and endarterectomy operations, were approximately 3.7 million worldwide. The number of peripheral vascular procedures is forecasted to increase at a CAGR of 3.9% in years 2017 to 2022 and is expected to exceed 4.5 million procedures by 2022 (Research and Markets, October 2018).

The DuraGraft product addresses unmet medical needs in both of these clinical markets. DuraGraft is ~~the first~~a CE-marked endothelial damage inhibitor that protects free vascular grafts and endothelium against ischemic injury.

·~~DuraGraft~~The product is ~~the only product~~ approved ~~(in Europe)~~for use in Europe for graft protection and preservation during bypass (cardiac and peripheral) and other vascular surgeries.

·The company is currently working with local distributors of cardiovascular disease-related products, in accordance with local regulatory requirements, to sell and increase the market share of DuraGraft ~~protects graft tissue from harvesting through anastomosis~~in Europe, South America, Australia, Africa, the Middle East, and ~~is used during coronary artery bypass grafting, or CABG, (and other vascular surgeries) as~~the Far East. As of the date of this filing, the Company anticipates the submission of a ~~treatment~~de novo 510k application to ~~maintain~~ the ~~structural and functional integrity of isolated vascular grafts.~~

·~~The~~U.S. FDA for the use of DuraGraft ~~is associated with~~in CABG procedures in the ~~reduction~~4th quarter of ~~post-CABG complications associated with graft disease and failure; myocardial infarction, repeat revascularization, and major adverse cardiovascular events, or MACE.~~

~~Unmet Clinical Needs~~

·~~CABG remains the standard treatment for multi-vessel coronary artery disease or left main artery disease.~~

·~~Benefits of CABG are, however, limited by high patient level vein graft failure (VGF) rates (~50%) that have not changed in decades.~~

·“The Early Promise of Coronary Bypass Grafting has not been fulfilled and an insidiously deadly variety of atherosclerosis progressively chokes vein grafts and extinguishes their benefits,” Fitzgibbons, 1996.

·~~“VGF remains one~~2021. In anticipation of the ~~leading causes~~filing of ~~poor in-hospital~~the de novo 510k application for DuraGraft, the Company has submitted a pre-submission document in April 2021 to the FDA that describes the strategy for demonstrating the clinical safety and ~~long-term outcomes after CABG,” Harskamp, 2013.~~ efficacy of the product.

·~~“The Issue of Low Patency Rates Owing to VGF Needs Urgent Attention,” de Vries, 2016.~~

·~~Vein graft failure is result of damage to graft endothelium that occurs during CABG surgery.~~

·~~Ischemic reperfusion injury is the primary cause of endothelial damage.~~

·~~Vein graft failure post-CABG is associated with poor clinical outcomes.~~

·~~DuraGraft prevents endothelial damage, prevents graft disease and improves clinical outcomes.~~

Our Competitive Strength

We believe that the following competitive strengths will enable us to compete effectively:

Our Krillase platform provides a significant and substantial competitive advantage as:

	●	Clinical studies in Europe have shown Krillase to achieve superior wound healing effects in treatment of necrotic leg ulcers.

	●	Our patent protected unique mixture of highly efficient endo and exopeptidases extracted from the digestive tract of the Antarctic Krill for use in the removal of dental plaque and other dental applications has not been recreated artificially.

·~~Clinical studies in Europe have shown Krillase to achieve superior wound healing effects in treatment of necrotic leg ulcers.~~

·Our patent protected unique mixture of highly efficient endo and exopeptidases extracted from the digestive tract of the Antarctic Krill for use in the removal of dental plaque and other dental applications has not been recreated artificially.

The DuraGraft platform provides a significant and substantial competitive advantage as:

●

DuraGraft, CE marked in Europe, is “first-in-class” as the only approved product for sale in Europe for vein graft preservation.

·~~DuraGraft, CE marked in Europe, is “first-in-class” as the only approved product for sale in Europe for vein graft preservation.~~

Our Growth Strategy

Our growth strategy is premised on integrating the acquisition of the Somah assets and the engagement of the Somah personnel in connection with this acquisition and future capital raising offerings, either public or private.

We will strive to grow our business by pursuing the following key growth strategies:

	●	Complete the integration of the acquisition of the Somah assets and begin (i) the marketing and distribution of the Somah Products, particularly DuraGraft, in Europe and (ii) the development, regulatory approval and commercialization of DuraGraft and related Somah Products in the United States;

	●	Begin to commercialize our Krillase platform through the development of (i) manufacturing and distribution in Europe and South America of a Krillase would healing product and (ii) additional Krillase based applications; and

	●	Expand our product portfolio through the identification and acquisition of additional life science assets.

·Complete the integration of the acquisition of the Somah assets and begin (i) the marketing and distribution of the Somah Products, particularly DuraGraft, in Europe and (ii) the development, regulatory approval and commercialization of DuraGraft and related Somah Products in the United States;

·Begin to commercialize our Krillase platform through the development of (i) manufacturing and distribution in Europe and South America of a Krillase would healing product and (ii) additional Krillase based applications; and

·~~Expand our product portfolio through the identification and acquisition of additional life science assets.~~

The strategic plans described above will require capital. There can be no assurances that we will be able to raise the capital that we will need to execute our plans or that capital, in addition to the amount we raised in the Private Placement, whether through securities offerings, either private or public, will be available to us on acceptable terms, if at all. An inability to raise sufficient funds could cause us to scale back our development and growth plans or discontinue them altogether.

Impact of the Coronavirus

On January 30, 2020, the World Health Organization, or WHO, announced a global health emergency because of a new strain of coronavirus, COVID-19, originating in Wuhan, China and the risks to the international community as the virus spreads globally beyond its point of origin. On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The COVID-19 pandemic is affecting the United States and global economies and may affect our prospective future revenues, and our operations and those of third parties with whom we might interact, including by causing disruptions in the development of our product candidates, product marketing efforts and the conduct of current and expected future clinical trials.

In addition, the COVID-19 pandemic may affect the operations of the FDA and other health authorities, including such authorities in Europe, which could result in delays of reviews and approvals, including with respect to our product candidates and our plans to submit a Q-sub clinical proposal to the FDA for supporting an additional clinical study if required for the DuraGraft product. While there ~~has~~have been no specific notices of delay from federal or foreign government authorities, potential interruptions, delays or changes to the operations of the FDA, or of any foreign authority with which we might interact, might impact the approval of any applications we plan and will need to file in the future.

We have not developed a COVID-19 contingency plan to address the potential challenges and risks presented by this pandemic. If we were to prepare such a plan, there could be no assurance that it would be effective in mitigating the effects of the COVID-19 virus.

Emerging Growth Company

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

	●	have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

	●	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

	●	submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

	●	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

·~~have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;~~

·comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

·~~submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and~~

·disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards.

In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our shares of common stock that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

GOING CONCERN

The accompanying unaudited consolidated financial statements and the factors within it, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and the ability of the Company to continue as a going concern for a reasonable period of time. The Company had a net loss of ~~$2,971,324~~$5.3 million and cash used in operating activities of ~~$948,305~~$3.0. million for the ~~nine~~six months ended ~~September~~June 30, ~~2020. As of September 30, 2020, the Company had a working capital surplus of $5,204,436, and accumulated deficit of $33,951,905.~~2021. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

FINANCIAL OPERATIONS OVERVIEW

As of ~~September~~June 30, ~~2020,~~2021, our accumulated deficit is ~~$33,951,230~~$42.1 million. We expect to incur additional losses to perform further research and development activities and do not currently have any commercial biopharmaceutical products. We do not expect to have such for several years, if at all.

Our product development efforts are thus in their early stages and we cannot make estimates of the costs or the time they will take to complete. The risk of completion of any program is high because of the many uncertainties involved in bringing new drugs to market including the long duration of clinical testing, the specific performance of proposed products under stringent clinical trial protocols, the extended regulatory approval and review cycles, our ability to raise additional capital, the nature and timing of research and development expenses and competing technologies being developed by organizations with significantly greater resources.

RESULTS OF OPERATIONS

Comparison of Three and Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

Revenues

Our total revenue was ~~$124,985~~$160,785 and $0 for the three months ended ~~September~~June 30, 2021 and 2020 and ~~2019,~~$234,737 and $0 for the six months ended June 30, 2021 and 2020, respectively. The increase in revenue is due to the acquisition of Somahlution, LLC and Somaceutica, LLC and the acquisition of Somahlution, Inc. on July 31, 2020 (the “Soma Acquisition”).

Direct Costs of Revenue

Our direct costs of revenue were ~~$25,714~~$119,221 and $0 for the three months ended ~~September~~June 30, 2021 and 2020 and ~~2019,~~$150,063 and $0 for the six months ended June 30, 2021 and 2020, respectively. The increase in direct costs of revenue is due to the Soma Acquisition.

OperatingExpenses

For the three months ended ~~September~~June 30, ~~2020,~~2021, our operating expenses increased to ~~$2,190,028~~$2,617,438 from ~~$508,562~~$434,911 for the three months ended ~~September~~June 30, ~~2019.~~2020. For the six months ended June 30, 2021, our operating expenses increased to $5,501,941 from $906,281 for the six months ended June 30, 2020. The increase was primarily due to the Soma Acquisition. The increase was primarily ~~stock-based compensation~~professional fees ($~~1,107,085~~592,781 for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$554,633~~$203,992 for the three months ended ~~September~~June 30, 2020) and ($1,251,839 for the six months ended June 30, 2021 compared to $438,835 for the six months ended June 30, 2020), ~~professional fees~~salary expenses ($~~170,753 compared to $(48,344)~~824,074 for the three months ended ~~September~~June 30, ~~2020 and 2019, respectively), and salaries ($433,318~~2021 compared to $0 for the same period in 2020) and $1,860,531 for the six months ended June 30, 2021 compared to $0 for the same period in 2020), stock-based compensation ($194,657 for the three months ended ~~September~~June 30, ~~2020~~2021 compared to $221,058 for the same period in 2020) and ~~2019, respectively)~~($562,375 for the six months ended June 30, 2021 compared to $442,116 for the same period in 2020), and depreciation and amortization ($295,216 for the three months ended June 30, 2021 compared to $0 for the same period in 2020) and ($711,811 for the six months ended June 30, 2021 compared to $0 for the same period in 2020).

NetLoss

For the three months ended ~~September~~June 30, ~~2020,~~2021, we had a net loss of ~~$2,065,043~~$2,460,842 as compared to ~~$508,562~~$434,911 for the three months ended ~~September 30, 2019.~~

~~Comparison of Nine Months Ended September 30, 2020 and 2019~~

~~Revenues~~

~~Our total revenue was $124,985 and $0 for~~June 31, 2020. For the ~~nine~~six months ended ~~September~~June 30, ~~2020 and 2019, respectively. The increase in revenue is due to the Soma Acquisition.~~

~~Direct Costs of Revenue~~

~~Our direct costs of revenue were $25,714 and $0 for the nine months ended September 30, 2020 and 2019, respectively. The increase in direct costs of revenue is due to the Soma Acquisition.~~

~~Operating~~~~Expenses~~

For the nine months ended September 30, 2020, our operating expenses increased to $3,096,309 from $814,540 for the nine months ended September 30, 2019. The increase was primarily due to the Soma Acquisition. The increase was primarily stock-based compensation ($1,674,200 for the nine months ended September 30, 2020 compared to $554,633 for the nine months ended September 30, 2020), professional fees ($494,295 compared to $189,458 for the nine months ended September 30, 2020 and 2019, respectively), and salary expense ($433,318 compared to $0 for the nine months ended September 30, 2020 and 2019, respectively).

~~Net~~~~Loss~~

~~For the nine months ended September 30, 2020,~~2021, we had a net loss of ~~$2,971,324~~$5,271,393 as compared to ~~$814,540~~$906,281 for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

LIQUIDITY AND CAPITAL RESOURCES

At ~~September~~June 30, ~~2020,~~2021, we had ~~$5,196,516~~$2,104 in cash, compared to ~~$90~~$2,902,762 at December 31, ~~2019.~~2020. At ~~September~~June 30, ~~2020,~~2021, our accumulated deficit was ~~$33,951,905~~$42,097,027 compared to ~~$30,980,581~~$36,825,634 at December 31, ~~2019.~~2020. There is substantial doubt as to our ability to continue as a going concern.

We have generated minimal revenues to date and our cash balance as reported above is not sufficient to fund our current and planned operations for any period of time. To fully implement our plan of operations for the next 12-month period, we will need to raise a significant amount of capital through our Private Placement, of which we have conducted an initial closing, and through additional future offerings, either private or public. There can be no assurances, however, that we will be successful in these capital raising efforts.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1, “Summary of Significant Accounting Policies” in our audited financial statements for the year ended December 31, ~~2019,~~2020, included in our Annual Report on Form 10-K as filed on April 15, ~~2020,~~2021, for a discussion of our critical accounting policies and estimates.

OFF-BALANCE SHEET ARRANGEMENTS

We had no off-balance sheet arrangements as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

RECENT ACCOUNTING PRONOUNCEMENTS

None

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Interim Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Interim Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

	1.	The Company’s lack of independent directors;

	2.	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;

	3.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;

	4.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

1.~~The Company’s lack of independent directors;~~

2.Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;

3.~~Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;~~

4.~~Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.~~

To remediate our internal control weaknesses, management intends to implement the following measures:

	●	The Company will add a number of independent directors to the board and establish an Audit Committee comprised of the independent directors.

	●	The Company has added sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements. To this end, effective September 1, 2020, the Company hired Mr. Bruce Harmon to serve as the Company’s Chief Financial Officer as well as other accounting personnel.

	●	The Company has hired staff technically proficient at applying U.S. GAAP to financial transactions and reporting.

	●	The Company will develop and maintain adequate written accounting policies and procedures.

·~~The Company will add a number of independent directors to the board and establish an Audit Committee comprised of the independent directors.~~

·The Company has added sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements. To this end, effective September 1, 2020, the Company hired Mr. Bruce Harmon to serve as the Company’s Chief Financial Officer as well as other accounting personnel.

·~~The Company has hired staff technically proficient at applying U.S. GAAP to financial transactions and reporting.~~

·~~The Company will develop and maintain adequate written accounting policies and procedures.~~

Additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d) of the Exchange Act, our management, including our principal executive officer, ~~Dr. Neil J. Campbell,~~James Sapirstein, and our principal financial officer, Bruce Harmon, conducted an evaluation of the internal control over financial reporting to determine whether any changes occurred during the quarter ended ~~September~~June 30, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our principal executive officer and principal financial officer concluded that there were changes during the quarter ended ~~September~~June 30, ~~2020.~~2021. The Company appointed Mr. Harmon as chief financial officer and additional accounting staff to facilitate increased internal controls.

Limitations on the Effectiveness of Controls

The Company’s management, including the Interim Chief Executive Officer and ~~Chief~~Principal Accounting and Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS.

For information regarding the various risk factors that may affect our business, please refer to our Annual Report on Form 10-K forthe year ended December 31, ~~2019~~2020 filed with the SEC on April 15, ~~2020,~~2021, which may be accessed via EDGAR through the Internet at www.sec.gov.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the ~~three-month~~six-month period ended ~~September~~June 30, ~~2020,~~2021, we did not conduct any unregistered sales of our equity securities that were not previously disclosed in a current report of Form 8-K and we did not repurchase any of our common stock, except as follows:

~~On September 1, 2020, the Company issued Bruce Harmon, the Company’s chief financial officer, 40,000 shares of common stock which vest over one year. These shares were issued pursuant~~As provided to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.mike and subsequent financing

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

On April 16, 2021, the Board of Directors of the Company formed the following committees:

Audit Committee: Terry Brostowin (Chair), Dr. Vithal Dhaduk, and Dr. William Hearl

Compensation Committee: Julie Kampf (Chair), Dr. Vithal Dhaduk, and Terry Brostowin

Nomination and Board Governance Committee: Dr. William Hearl (Chair), and Julie Kampf

On June 24, 2021, and in connection with the termination of his employment, James Sapirstein was removed from the audit, compensation and nomination and board governance committees.

On ~~October 15, 2020,~~July 12, 2021, and in connection with the ~~Company amended the~~termination of his consulting agreement, ~~with~~ Bruce Harmon to increase his annual compensation from $60,000 to $120,000. On October 22, 2020, the Company issued Bruce Harmon 120,000 options for common stock, vesting over three years, with an exercise price of $1.25.

Due to the acquisition of the assets of Somahlution, LLC and related parties, the Company appointed Dr. Satish Chandran as Chief Technology Officer and Dr. Catherine J. Pachuk as Chief Science Officer. Their respective bios follow:

~~Satish Chandran, Ph.D.~~

~~Dr. Chandran, a distinguished biotechnology veteran with over 25 years of leadership positions,~~ was appointed as Chief Technology Officer of Marizyme, Inc. on July 31, 2020 related to the acquisition of Somahlution, LLC assets by Marizyme, Inc. Dr. Chandran was a co-founder of Somahlution, LLC and served as its Chief Executive Officer since 2012. Dr. Chandran has also served as Director of the Center of Excellence for Biopharmaceutical Research & Development and Professor of Pharmaceutics at North Dakota University, was Chief Technology Officer at the BioTherapeutics (OUT) Division of Pfizer, and was a professor at the Institute for Hepatitis and Virus Research. Dr. Chandran received his Ph.D. from Memorial University in Newfoundland, Canada and completed a post-doctoral fellowship at Fox Chase Cancer Center in Philadelphia. Dr. Chandran has produced numerous publications and several patents in diverse areas of biotechnology research and development.

~~Catherine J. Pachuk, Ph.D.~~

Dr. Pachuk has over 25 years of research and development leadership experience in the pharmaceutical and biotech sectors with expertise in both drug, device and vaccine development with significant experience in nucleic acid based therapeutic platforms including ASO, RNAi and nucleic acid based vaccines. Her key areas of therapeutic focus are viral diseases including Hepatitis B, Hepatitis C, and Coronavirus, metabolic disease, HCC and indications associated with Ischemia Reperfusion Injury. She was involved in advancing multiple product candidates into the clinic and market including several first-in-man compounds. She received her Ph.D. in molecular virologyremoved from the University of Pennsylvania where she studied the molecular biology of coronaviruses. She also has a dual Regulatory Affairs Certificate from RAPS (Regulatory Affairs Professional Society) in Medical Devices and Pharmaceuticals.audit committee.

Following a post-doctoral fellowship at SmithKline Beecham, she joined Apollon, Inc. to develop programs in oligonucleotide-based therapeutics, and subsequently DNA-based vaccines for both viral and oncology indications. Following the acquisition of Apollon, Inc. by Wyeth-Ayerst Research in 1998 she continued to direct several vaccine programs which resulted in several plasmid-based vaccine products being advanced into clinical trials. During this time, Dr. Pachuk worked with CBER in the drafting of a “Points to Consider” document regarding points to consider for administration of plasmid DNA compounds in humans. In 2001, she co-founded Nucleonics, a biotech focused on the development of RNAi-based therapeutics, one of which was advanced into clinical studies in Chronic Hepatitis B patients. Until April of 2008, she was VP of Preclinical Research. Dr. Pachuk then went on to lead biology and preclinical development efforts for Pfizer’s oligonucleotide therapeutic programs (ASO and siRNA) in the areas of oncology and metabolic disease and was a member of the Executive Leadership Team.

Dr. Pachuk also has significant experience in nucleic-acid delivery and has led nucleic acid-delivery programs for ASO, plasmid-based therapeutics, and siRNA at Apollon/Wyeth Vaccines, Nucleonics and Pfizer.

ITEM 6. EXHIBITS

The following exhibits are filed as part of this report or incorporated by reference:

No.		Description
3.1.1		Articles of Incorporation (filed as an exhibit to Form SB-2 (File No: 333-146748) filed January 14, 2008)

3.1.2		Certificate of Amendment to Articles of Incorporation, effective September 6, 2010 (filed as an exhibit to Form 10-K filed July 16, 2012)

3.1.3		Certificate of Amendment to Articles of Incorporation, effective November 22, 2010 (filed as an exhibit to Form 10-K/A filed July 15, 2011)

3.1.4		Certificate of Amendment to the Articles of Incorporation regarding 1-for-29 Reverse Stock Split filed March 20, 2018 (filed as an exhibit to Form 10 (File No. 000-53223) filed on September 12, 2018)

3.1.5		Articles of Merger between Marizyme, Inc. and GBS Enterprises Incorporated filed May 19, 2018 (filed as an exhibit to Form 10 (File No. 000-53223) filed on September 12, 2018)

3.1.6		Series A Non-Convertible Preferred Certificate of Designation filed May 11, 2018 (filed as an exhibit to Form 10 (File No. 000-53223) filed on September 12, 2018)

3.2		Bylaws (Filed as an exhibit to Form SB-2 (File No: 333-146748) filed January 14, 2008)

4.1		Form of Placement Agent Common Stock Purchase Warrant for 2020 Common Stock and Warrant Private Placement (filed as an exhibit to Form 10-Q filed on August 14, 2020)

4.2		Form of Incentive Stock Option Agreement (filed as an exhibit to Form 10-Q filed on November 13, 2019)

10.1		Form of Subscription Agreement for 2020 Common Stock Private Placement (filed as an exhibit to Form 10-Q filed on August 14, 2020)

10.2		Form of Registration Rights Agreement for 2020 Common Stock Private Placement (filed as an exhibit to Form 10-Q filed on August 14, 2020)

10.3		Employment Agreement dated November 1, 2020 with Dr. Neil J. Campbell (filed as an exhibit to Form 8-K filed on November 6, 2020)

10.4		Indemnification Agreement dated November 1, 2020 with James Sapirstein (filed as an exhibit to Form ~~10-Q~~10-K filed on ~~November 16, 2020)~~ April 15, 2021)

10.5		Indemnification Agreement dated November 1, 2020 with Terry Brostowin (filed as an exhibit to Form ~~10-Q~~10-K filed on ~~November 16, 2020)~~ April 15, 2021)

10.6		Indemnification Agreement dated November 1, 2020 with Bruce Harmon (filed as an exhibit to Form ~~10-Q~~10-K filed on ~~November 16, 2020)~~ April 15, 2021)

~~31.1~~10.7 ⁽¹⁾		Form of Unit Purchase Agreement, dated May 2021

10.71 ⁽¹⁾		Form of 10% Secured Convertible Promissory Note Agreement

10.72 ⁽¹⁾		Form of Class A Common Stock Purchase Warrant

10.73 ⁽¹⁾		Form of Class B Common Stock Purchase Warrant

10.74 ⁽¹⁾		Form of Placement Agency Agreement

10.75 ⁽¹⁾		Form of Placement Agent Warrant Agreement

31.1 ⁽¹⁾		Certification of Principal Executive Officer of Marizyme, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 ⁽¹⁾		Certification of Principal Accounting Officer of Marizyme, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 ⁽¹⁾		Certification of Principal Executive Officer of Marizyme, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63

32.2 ⁽¹⁾		Certification of Principal Accounting Officer of Marizyme, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63

101.INS ~~101.SCH~~ ~~101.CAL~~ ~~101.DEF~~ ~~101.LAB~~ ~~101.PRE~~		Inline XBRL Taxonomy Extension Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

⁽¹⁾

Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MARIZYME, INC.
	(Registrant)
Date: ~~November 24, 2020~~ August 23, 2021
	By:	/s/ ~~James Sapirstein~~Dr. Vithal Dhaduk
		~~James Sapirstein~~ Dr. Vithal Dahduk
		Interim Chief Executive ~~Chairman~~ Officer
		(Principal Executive ~~Officer)~~


~~Date: November 24, 2020~~
	~~By:~~	~~/s/ Bruce Harmon~~
		~~Bruce Harmon~~
		~~Chief~~and Accounting and Financial ~~Officer~~ ~~(Principal Accounting~~ Officer)

		September 30,		December 31,
		2020		2019
		(Unaudited)
ASSETS
Current assets
Cash	$	5,196,516	$	90
Accounts receivable		93,010		-
Prepaid expense		219,060		-
Inventory		161,969		-
Total current assets		5,670,555		90

Fixed assets, net		7,779		-

Other assets
Intangible assets, net		42,802,349		28,613,000

Total assets	$	48,480,683	$	28,613,090

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	466,119	$	270,218
Total current liabilities		466,119		270,218
Total liabilities		466,119		270,218

Commitments and contingencies (see Note 5)		-		-

Stockholders' equity
Preferred stock, $0.001 par value, 25,000,000 shares authorized,
0 shares issued and outstanding as of September 30,
2020 and December 31, 2019		-		-
Common stock, par value $0.001, 75,000,000 shares authorized,
51,888,188 issued and issuable, 35,888,188 outstanding as of September 30,
2020, and 35,858,939 issued, 19,858,939 outstanding as of December 31, 2019		35,888		19,859

Treasury Stock		(16,000)		(16,000)
Additional paid in capital		81,946,582		59,319,594
Accumulated deficit		(33,951,905)		(30,980,581)
Total stockholders' equity		48,014,565		28,342,872
Total liabilities and stockholders' equity	$	48,8480,683	$	28,613,090

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

		For the three months ended				For the nine months ended
		September 30,				September 30,
		2020		2019		2020		2019

Revenue	$	124,985	$	-	$	124,985	$	-

Operating expenses
Direct costs of revenue		25,714		-		25,714		-
Professional fees		170,753		(48,344)		494,295		189,458
Salary expenses		433,318		-		433,318		-
Stock-based compensation		1,107,085		554,633		1,674,200		554,633
Other general and administrative expenses		453,159		2,273		468,783		70,449
Total operating expenses		2,190,028		508,562		3,096,309		814,540

Loss from operations		(2,065,043)		(508,562)		(2,971,324)		(814,540)

Net loss	$	(2,065,043)	$	(508,562)	$	(2,971,324)	$	(814,540)

Loss per share - basic and fully diluted	$	(0.07)	$	(0.03)	$	(0.13)	$	(0.04)

Weighted average number of shares of common stock – basic and fully diluted		29,288,226		19,858,939		23,161,329		19,746,153

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

	Preferred Stock			Common Stock
								Additional
								Paid in		Treasury		Accumulated
	Shares		Amount	Shares		Amount		Capital		Stock		Deficit		Total
Balance, June 30, 2019	-	$	-	19,858,939	$	19,859	$	59,265,640	$	(16,000)	$	(30,669,536)	$	28,599,963
Net loss	-		-	-		-		-		-		(508,562)		(508,562)
Balance, September 30, 2019	-	$	-	19,858,939		19,859	$	59,265,640	$	(16,000)	$	(31,178,098)	$	28,091,401

Balance, December 31, 2018	-	$	-	19,740,302	$	19,740	$	58,496,126	$	(16,000)	$	(29,922,542)	$	28,577,324
Issuance of shares	-		-	118,637		119		124,881		-		-		125,000
Forgiveness of debt for
services	-		-	-		-		90,000		-		-		90,000
Stock-based compensation
expense	-		-	-		-		554,633		-		-		554,633
Net loss	-		-	-		-		-		-		(814,540)		(814,540)
Balance, September 30, 2019	-	$	-	19,858,939	$	19,859	$	59,265,640	$	(16,000)	$	(30,737,082)	$	28,532,417

Balance, June 30, 2020	-	$	-	20,183,939	$	20,184	$	60,076,294	$	(16,000)	$	(31,886,862)	$	28,193,616
Sale of common stock	-		-	5,600,192		5,600		6,269,464		-		-		6,275,064
Issuance of common stock
for acquisition	-		-	10,000,000		10,000		12,490,000		-		-		12,500,000
Issuance of warrants for
acquisition	-		-	-		-		1,932,300		-		-		1,932,300
Issuance of warrants for
services	-		-	-		-		253,749		-		-		253,749
Stock-based compensation
expense	-		-	-		-		802,926		-		-		802,926
Issuance of common stock
for services	-		-	50,000		50		62,450		-		-		62,450
Exercise of options for
common stock	-		-	54,057		54		59,399		-		-		59,453
Net loss	-		-	-		-		-		-		(2,065,043)		(2,065,043)
Balance, September 30, 2020	-	$	-	35,888,188	$	35,888	$	81,946,582	$	(16,000)	$	(34,268,905)	$	48,014,565

Balance, December 31, 2019	-	$	-	19,858,939	$	19,859	$	59,319,594	$	(16,000)	$	(30,980,581)	$	28,342,872
Issuance of common stock in
lieu of debt	-		-	195,000		195		196,755		-		-		196,950
Issuance of common stock in lieu of debt	-		-	5,000		5		5,045		-		-		5,050
Issuance of common stock
for services	-		-	175,000		175		187,325		-		-		187,500
Sale of common stock	-		-	5,600,192		5,600		6,269,464		-		-		6,275,064
Issuance of common stock
for acquisition	-		-	10,000,000		10,000		12,490,000		-		-		12,500,000
Issuance of warrants for
acquisition	-		-	-		-		1,932,300		-		-		1,932,300
Issuance of warrants for
services	-		-	-		-		253,749		-		-		253,749
Stock-based compensation
expense	-		-	-		-		1,232,951		-		-		1,232,951
Exercise of options for
common stock	-		-	54,057		54		59,399		-		-		59,453
Net loss	-		-	-		-		-		-		(2,971,324)		(2,971,324)
Balance, September 30, 2020	-	$	-	35,888,188	$	35,888	$	81,946,582	$	(16,000)	$	(33,951,905)	$	48,014,565

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Step 1:	Identify the contract with the customer
	Step 2:	Identify the performance obligations in the contract
	Step 3:	Determine the transaction price
	Step 4:	Allocate the transaction price to the performance obligations in the contract
	Step 5:	Recognize revenue when the company satisfies a performance obligation

Consideration:

Common stock shares	$	12,500,000
Fair value of warrants		1,932,300
	$	14,432,300

Fair value of identifiable assets acquired, and liabilities assumed:

Inventory	$	183,469
Fixed assets		9,092
Intangible assets		14,438,471
Accounts payable and accrued expenses		(198,732)
Total	$	14,432,300

Exercise Price		Number of Options Outstanding	Number of Options Exercisable	Term	Remaining Life in Years	Intrinsic Value
$	1.01	265,000	265,000	10 years	8.19	$	63,600
$	1.50	2,195,943	2,195,943	10 years	8.79	$	-
$	1.01	250,000	250,000	10 years	9.28	$	60,000
$	1.37	200,000	30,000	10 years	9.88	$	-
		2,910,943	2,740,943			$	123,600