Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LIVE CURRENT MEDIA INC. | |
Entity Central Index Key | 0001108630 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Entity Common Stock, Shares Outstanding | 160,559,027 | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-29929 | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Address, Address Line One | 10801 Thornmint Road | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 92127 | |
City Area Code | 604 | |
Local Phone Number | 648-0500 | |
Entity Tax Identification Number | 88-0346310 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 2,414,917 | $ 668,469 |
Prepaid expenses | 0 | 12,710 |
Loan receivable | 405,819 | |
Total Current Assets | 2,820,736 | 681,179 |
Non-current assets | ||
Intangible assets | 6,663 | 6,663 |
Equity investments | 32,113 | 52,054 |
Total Assets | 2,859,512 | 739,896 |
Current liabilities | ||
Accounts payable | 100,840 | 115,020 |
Other payable | 13,669 | 0 |
Total Current Liabilities | 114,509 | 115,020 |
Non-current liabilities | ||
Convertible notes | 1,451,152 | 0 |
Total Liabilities | 1,565,661 | 115,020 |
Stockholders' equity | ||
Capital stock Authorized: 500,000,000 common shares, par value $0.001 per share Issued and outstanding as of March 31, 2022: 35,559,027 and December 31, 2021: 34,837,625 common shares | 35,559 | 34,838 |
Additional paid in capital | 19,361,360 | 18,478,298 |
Deficit | (18,103,068) | (17,888,257) |
Total Stockholders Equity | 1,293,851 | 624,876 |
Total Liabilities and Stockholders Equity | $ 2,859,512 | $ 739,896 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 35,559,027 | 34,837,625 |
Common Stock, Shares, Outstanding | 35,559,027 | 34,837,625 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expense (income) | ||
Domain content and registration | $ 3,103 | $ 3,072 |
General and administrative | 14,352 | 12,110 |
Interest expense | 8,127 | 51 |
Management fees | 32,390 | 32,315 |
Marketing | 47,043 | 34,459 |
Professional fees | 12,832 | 7,404 |
Transfer agent and regulatory | 3,671 | 1,560 |
Web/App maintenance | 30,485 | 958 |
Stock based compensation | 0 | 95,722 |
Accretion | 48,685 | 0 |
Fair value change of equity investments | 19,942 | 138,226 |
Interest earned | (5,819) | 0 |
Gain on domain name sale | 0 | (913,246) |
Net income (loss) for the period | $ (214,811) | $ 587,369 |
Basic gain (loss) per share | $ (0.01) | $ 0.02 |
Basic and diluted gain (loss) per share | $ (0.01) | $ 0.02 |
Weighted average number of basic common shares outstanding | 35,121,563 | 34,837,625 |
Weighted average number of diluted common shares outstanding | 35,121,563 | 35,632,591 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2020 | $ 34,838 | $ 18,376,735 | $ (17,737,642) | $ 673,931 |
Beginning Balance (in shares) at Dec. 31, 2020 | 34,837,625 | |||
Stock-based compensation | 98,641 | 98,641 | ||
Net income (Loss) | 587,369 | 587,369 | ||
Ending Balance at Mar. 31, 2021 | $ 34,838 | 18,475,376 | (17,150,273) | 1,359,941 |
Ending Balance (in shares) at Mar. 31, 2021 | 34,837,625 | |||
Beginning Balance at Dec. 31, 2021 | $ 34,838 | 18,478,295 | (17,888,257) | 624,876 |
Beginning Balance (in shares) at Dec. 31, 2021 | 34,837,625 | |||
Shares issued | $ 221 | 59,779 | 60,000 | |
Shares issued (Shares) | 221,402 | |||
Options exercised | $ 500 | 49,500 | 50,000 | |
Options exercised (Shares) | 500,000 | |||
Warrants issued | 773,786 | 773,786 | ||
Net income (Loss) | (214,811) | (214,811) | ||
Ending Balance at Mar. 31, 2022 | $ 35,559 | $ 19,361,360 | $ (18,103,068) | $ 1,293,851 |
Ending Balance (in shares) at Mar. 31, 2022 | 35,559,027 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows used in operating activities | ||
Net income (loss) for the period | $ (214,811) | $ 587,369 |
Non-cash item | ||
Fair value change on equity investments | 19,942 | 138,226 |
Interest and accretion | 50,993 | 51 |
Gain on domain name sale | 0 | (913,246) |
Stock based compensation | 0 | 95,722 |
Changes in non-cash working capital items | ||
Prepaid expense | 5,210 | |
Accounts payable and accrued liabilities | (512) | (5,131) |
Cash used in operating activities | (139,178) | (97,009) |
Cash flows provided by Investing activities | ||
Loan receivable | (400,000) | 0 |
Proceeds received for sale of domain name | 0 | 1,012,000 |
Website development | 0 | 28,588 |
Cash provided by (used in) investing activities | (400,000) | 983,412 |
Cash flows provided by Financing activities | ||
Convertible notes proceeds, net of costs | 2,235,626 | 0 |
Options exercised | 50,000 | 0 |
Cash provided by Financing activities | 2,285,626 | 0 |
Change in cash | 1,746,448 | 886,403 |
Cash, beginning of period | 668,469 | 176,511 |
Cash, end of period | 2,414,917 | 1,062,914 |
Supplemental cash flow information: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
NATURE AND CONTINUANCE OF OPERA
NATURE AND CONTINUANCE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Nature And Continuance Of Operations [Abstract] | |
NATURE AND CONTINUANCE OF OPERATIONS [Text Block] | 1. NATURE AND CONTINUANCE OF OPERATIONS Live Current Media, Inc. (the "Company" or "Live Current") was incorporated under the laws of the State of Nevada on October 10, 1995. The Company's wholly owned principal operating subsidiary, Domain Holdings Inc. ("DHI"), was incorporated under the laws of British Columbia on July 4, 1994 under the name "IMEDIAT Digital Creations Inc.". On April 14, 1999, IMEDIAT Digital Creations Inc. changed its name to "Communicate.com Inc." and was redomiciled from British Columbia to the jurisdiction of Alberta. On April 5, 2002, Comminicate.com Inc. changed its name to Domain Holdings Inc. On March 13, 2008, the Company incorporated a subsidiary in the state of Delaware, Perfume.com Inc. (Perfume Inc.) which is a dormant and inactive company. On January 18, 2022, the Company incorporated a subsidiary in the state of Delaware, Evasyst Acquisition Inc. ("LIVC Sub”) for the purpose of completing a merger agreement signed on January 20, 2022 with Evasyst Inc. Evasyst Inc. operates the social, video streaming, watch party platform Kast (note 9). Live Current is a digital technology company involved in the entertainment industry. Live Current is currently developing 2 projects, SPRT MTRX and Trivia Matrix, which are positioned in the sports and gaming sectors. The accompanying condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2022 the Company has no continuing source of revenue and has an accumulated deficit of $18,103,068. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to further develop its business. To date, the Company has funded operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financing and loans from directors. There is no certainty that further funding will be available as needed. These issues raise substantial doubt about the ability of the Company to continue operating as a going concern. The ability of the Company to continue its operations as a going concern is dependent upon its ability to raise sufficient new capital to fund its operating commitments and ongoing losses and ultimately on generating profitable operations. The financial statements do not include any adjustments to be recorded to assets or liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These condensed interim consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United State ("US GAAP"), and are expressed in United States dollars. Basis of Presentation The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the balance sheet; (b) the result of operations; and (c) cash flows, have been made in order to make the condensed interim consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company's Annual Report in Form 10-K, for the year ended December 31, 2021, as filed with the SEC on March 31, 2022. EQUITY INVESTMENTS Equity investments are classified as available for sale and are stated at fair market value. Unrealized gains and losses are recognized in the Company's statement of operations. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments include cash, equity investments, accounts payable, and other payable. The carrying value of cash, accounts payable, and other payable approximates their fair value based on their short-term nature. The Company is not exposed to significant interest, exchange or credit risk arising from these financial instruments. The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Observable inputs other than Level I, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose significant value drivers are observable; and Level 3: Assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the period ended March 31, 2022. Cash is measured at fair value using level 1 and equity investments are measured at fair value using level 2 inputs respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS [Text Block] | 3. INTANGIBLE ASSETS The Company's portfolio of domain names is considered by management to consist of indefinite life intangible assets not subject to amortization. On March 22, 2021 the Company completed the sale of one of its domain names for $1,012,000, resulting in a gain of $913,246. There were no sales of intangible assets during the quarter ended March 31, 2022. |
DEVELOPMENT OF COMPUTER SOFTWAR
DEVELOPMENT OF COMPUTER SOFTWARE | 3 Months Ended |
Mar. 31, 2022 | |
Research And Development Abstract | |
DEVELOPMENT OF COMPUTER SOFTWARE [Text Block] | 4. DEVELOPMENT OF COMPUTER SOFTWARE During the three months period ended March 31, 2022, the Company did not amortize website and app development for SPRT MRTX or Trivia Matrix. |
EQUITY INVESTMENT AND ROYALTIES
EQUITY INVESTMENT AND ROYALTIES | 3 Months Ended |
Mar. 31, 2022 | |
Equity Investment And Royalties [Abstract] | |
EQUITY INVESTMENT AND ROYALTIES [Text Block] | 5. EQUITY INVESTMENT AND ROYALTIES On March 21, 2019, the Company entered an agreement with Cell MedX Corp. ("CMXC") to purchase the direct rights to distribute the eBalance device from CMXC. On January 29, 2020 the Company and CMXC entered a buyback agreement to sell the exclusive distribution rights to the eBalance microcurrent device back to CMXC. The sales price included a retained royalty on future sales of the eBalance device capped at US$507,500 and share purchase warrants for 2,000,000 shares of CMXC of which 1,000,000 are exercisable at $0.50 and 1,000,000 exercisable at $1.00. As at March 31, 2022, the Company's equity investment consists of 2,000,000 share purchase warrants. Each CMXC share purchase warrant is exercisable for a period of three years, expiring on January 31, 2023. CMXC has the right to accelerate the expiry date of the warrants based on the trading price of CMXC's shares. As of December 31, 2021 the fair value of the equity investment was calculated to be $52,054. As of March 31, 2022, the fair value of the equity investment was calculated to be $32,113 based on the market common share using a Black Scholes Options Pricing model with the following assumptions. Assumptions: Risk-free rate (%) 0.09 Expected stock price volatility (%) 135.03 Expected dividend yield (%) 0 Expected life of options (years) 0.83 On March 31, 2022 the equity investment was recalculated resulting in a loss of $19,942. During the prior period ending March 31, 2021 the revaluation resulted in a loss of $138,226. During the three months period ended March 31, 2022, no CMXC warrants were sold and no realized gain or loss from sale of equity investment was realized. |
SHARE CAPITAL
SHARE CAPITAL | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHARE CAPITAL [Text Block] | 6. SHARE CAPITAL On February 18, 2022, the Company issued 221,402 shares as a brokerage fee for the $1,620,000 Convertible Promissory Note. On February 18, 2022, directors and contractors that held outstanding options at December 31, 2021 exercised 500,000 of those options for proceeds of $50,000. As at March 31, 2022, the Company had 1,300,000 options outstanding with a weighted average exercise price and weighted average life of $0.10 and 0.78 years, respectively. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES [Text Block] | 7. CONVERTIBLE NOTES On February 15, 2022 (“February Notes”) and March 28, 2022 (“March Notes”), the Company issued a convertible promissory notes that bear interest of 4.0% and have a term of two years. Both notes have an initial conversion price to the Company’s common stock of $0.34 per share. The notes were issued with an original issue discount. In addition, the Company issued 221,402 shares of its common stock with a fair value of $60,000 as brokerage fee. Along with the notes, the Company also issued warrants with an exercise price to common stock of $0.60 and a term of warrants have a term of five years. The net proceeds were allocated to the convertible debt and the warrants using the relative fair value method. Following is a summary of the allocation of proceeds: February 15, March 28, Total Face value $ 1,620,000 $ 956,880 $ 2,576,880 Original issue discount (120,000 ) (70,880 ) (190,880 ) Legal and brokerage fees (127,500 ) - (127,500 ) Cash proceeds 1,372,500 886,000 2,258,500 Noncash brokerage fee (60,000 ) - (60,000 ) Other Legal fees (30,374 ) - (30,374 ) Net Proceeds $ 1,282,126 $ 886,000 2,168,126 Allocation to: Convertible note $ 839,671 $ 554,669 1,394,340 Warrants 442,455 331,331 773,786 $ 1,282,126 $ 886,000 $ 2,168,126 The Company valued the warrants using the Black-Scholes valuation method. The number of warrants issued with the notes and the variables used in determining the relative fair value of the notes is a follows: February 15, March 28, Total Number of warrants issued 3,573,529 2,110,765 5,684,294 Black Scholes assumptions Risk-free rate (%) 1.94 2.54 Expected stock price volatility (%) 154.14 159.80 Expected dividend yield (%) 0.00 0.00 Expected life of options (years) 5.0 5.0 Upon issuance of the notes, the Company recognized total debt discount of $1,182,540 which will be amortized over the term of the debt using the interest method. During the three month period ended March 31, 2022, the Company recognized $8,126 in interest expense and $47,781 in financing costs associated with the amortization of the debt discount. The Company may close a second tranche of the February Notes having a face value of $1,080,000 and warrants to purchase up to an additional 2,382,353 shares of the Company’s common stock for gross proceeds of $1,000,000. Closing of the second tranche under the Convertible Note Offering is conditional upon completion of the Evasyst Acquisition and certain other conditions precedent. The Company may prepay the notes (i) at any time during the first 90 days following closing at the face value of the, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value, and (iii) thereafter at 120% of the face value. The February Notes contain a number of customary events of default. Additionally, the February Notes are secured by all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiaries of the Company. The March Notes are unsecured. |
EARNING PER SHARE
EARNING PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 8. EARNING PER SHARE Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants and convertible notes. The outstanding securities at March 31, 2022 and 2021 that have a dilutive effect are as follows: Three months ended March 31, 2022 March 31, 2021 Basic and diluted EPS: Stock Option - 794,966 Warrants - - Total - 794,966 For the three months ended March 31, 2022 the effect of the Company’s outstanding stock options and warrants would be antidilutive and are excluded in the calculation of diluted EPS. |
MERGER AGREEMENT
MERGER AGREEMENT | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
MERGER AGREEMENT [Text Block] | 9. MERGER AGREEMENT On January 20, 2022, the Company signed a plan of merger agreement with Evasyst, Inc. of San Diego to complete an RTO with Evasyst emerging as the surviving corporation. |
SENIOR SECURED PORMISSORY NOTE
SENIOR SECURED PORMISSORY NOTE | 3 Months Ended |
Mar. 31, 2022 | |
Debt Instruments [Abstract] | |
SENIOR SECURED PORMISSORY NOTE [Text Block] | 10. SENIOR SECURED PORMISSORY NOTE On February 17, 2022, further to the planned Merger Agreement, the Company agreed to lend Evasyst, Inc., $200,000. The agreement is for 6 months and bears interest at 18% per annum On March 14, 2022, further to the planned Merger Agreement, the Company agreed to lend Evasyst, Inc., $200,000. The agreement is for 6 months and bears interest at 18% per annum. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS [Text Block] | 11. SUBSEQUENT EVENTS On April 22, 2022, the Company completed its merger agreement with Evasyst Inc. of San Diego by issuing 125,000,000 common shares for all of the outstanding shares of Evasyst. Pursuant to the merger agreement with Evasyst, John DaCosta and Amir Vahabzadeh resigned as directors of the Company and Mark Ollila, Heidi Steiger, Leslie S. Klinger, Justin Weissberg and Annamaria Rapakko were appointed to the board of directors. Pursuant to the merger agreement, on closing, David Jeffs resigned as CEO and CFO of the Company and Mark Ollila was appointed the new CEO and Chairman of the board of directors and Steve Smith was appointed as CFO of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the balance sheet; (b) the result of operations; and (c) cash flows, have been made in order to make the condensed interim consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company's Annual Report in Form 10-K, for the year ended December 31, 2021, as filed with the SEC on March 31, 2022. |
EQUITY INVESTMENTS [Policy Text Block] | EQUITY INVESTMENTS Equity investments are classified as available for sale and are stated at fair market value. Unrealized gains and losses are recognized in the Company's statement of operations. |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Policy Text Block] | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments include cash, equity investments, accounts payable, and other payable. The carrying value of cash, accounts payable, and other payable approximates their fair value based on their short-term nature. The Company is not exposed to significant interest, exchange or credit risk arising from these financial instruments. The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Observable inputs other than Level I, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose significant value drivers are observable; and Level 3: Assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the period ended March 31, 2022. Cash is measured at fair value using level 1 and equity investments are measured at fair value using level 2 inputs respectively. |
EQUITY INVESTMENT AND ROYALTI_2
EQUITY INVESTMENT AND ROYALTIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity Investment And Royalties [Abstract] | |
Schedule of stock options, valuation assumptions [Table Text Block] | Assumptions: Risk-free rate (%) 0.09 Expected stock price volatility (%) 135.03 Expected dividend yield (%) 0 Expected life of options (years) 0.83 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Notes Payable [Abstract] | |
Schedule of summary of the allocation of proceeds [Table Text Block] | February 15, March 28, Total Face value $ 1,620,000 $ 956,880 $ 2,576,880 Original issue discount (120,000 ) (70,880 ) (190,880 ) Legal and brokerage fees (127,500 ) - (127,500 ) Cash proceeds 1,372,500 886,000 2,258,500 Noncash brokerage fee (60,000 ) - (60,000 ) Other Legal fees (30,374 ) - (30,374 ) Net Proceeds $ 1,282,126 $ 886,000 2,168,126 Allocation to: Convertible note $ 839,671 $ 554,669 1,394,340 Warrants 442,455 331,331 773,786 $ 1,282,126 $ 886,000 $ 2,168,126 |
Schedule of warrants, valuation assumptions [Table Text Block] | February 15, March 28, Total Number of warrants issued 3,573,529 2,110,765 5,684,294 Black Scholes assumptions Risk-free rate (%) 1.94 2.54 Expected stock price volatility (%) 154.14 159.80 Expected dividend yield (%) 0.00 0.00 Expected life of options (years) 5.0 5.0 |
EARNING PER SHARE (Tables)
EARNING PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of incremental weighted average shares attributable to dilutive effect | Three months ended March 31, 2022 March 31, 2021 Basic and diluted EPS: Stock Option - 794,966 Warrants - - Total - 794,966 |
NATURE AND CONTINUANCE OF OPE_2
NATURE AND CONTINUANCE OF OPERATIONS (Narrative) (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Nature And Continuance Of Operations [Abstract] | ||
Accumulated deficit | $ 18,103,068 | $ 17,888,257 |
INTANGIBLE ASSETS (Narrative) (
INTANGIBLE ASSETS (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 22, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Proceeds from sale of domain name | $ 1,012,000 | ||
Gain on domain name sale | $ 913,246 | $ 0 | $ 913,246 |
EQUITY INVESTMENT AND ROYALTI_3
EQUITY INVESTMENT AND ROYALTIES (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 29, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value loss (gain) on equity investments | $ 19,942 | $ 138,226 | |
Cell MedX Corp. [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Amount of retained royalty on future sales | $ 507,500 | ||
Number of warrants issued | 2,000,000 | 2,000,000 | |
Term of warrant | 3 years | ||
Fair value of equity investment | $ 32,113 | ||
Cell MedX Corp. [Member] | Warrant exercise price 0.50 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of warrants issued | 1,000,000 | ||
Warrant exercise price | $ 0.50 | ||
Cell MedX Corp. [Member] | Warrant exercise price 1.00 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of warrants issued | 1,000,000 | ||
Warrant exercise price | $ 1 |
EQUITY INVESTMENT AND ROYALTI_4
EQUITY INVESTMENT AND ROYALTIES - Schedule of Stock Options, Valuation Assumptions (Details) - Cell MedX Corp. [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free rate (%) | 0.09% |
Expected stock price volatility (%) | 135.03% |
Expected dividend yield (%) | 0.00% |
Expected life of options (years) | 9 months 29 days |
SHARE CAPITAL (Narrative) (Deta
SHARE CAPITAL (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Feb. 18, 2022 | Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Shares issued for brokerage fee | 221,402 | |
Face value | $ 1,620,000 | |
Number of options exercised by directors and contractors | 500,000 | |
Proceeds from options exercised | $ 50,000 | $ 50,000 |
Options outstanding | 1,300,000 | |
Options outstanding, weighted average exercise price | $ 0.10 | |
Options outstanding, weighted average life | 9 months 10 days |
CONVERTIBLE NOTES - Schedule of
CONVERTIBLE NOTES - Schedule of summary of the allocation of proceeds (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Feb. 18, 2022 | |
Debt Instrument [Line Items] | ||
Face value | $ 1,620,000 | |
Convertible Promissory February Notes [Member] | ||
Debt Instrument [Line Items] | ||
Face value | $ 1,620,000 | |
Original issue discount | (120,000) | |
Legal and brokerage fees | (127,500) | |
Cash proceeds | 1,372,500 | |
Noncash brokerage fee | (60,000) | |
Other Legal fees | (30,374) | |
Net Proceeds | 1,282,126 | |
Convertible note | 839,671 | |
Warrants | 442,455 | |
Convertible Promissory March Notes [Member] | ||
Debt Instrument [Line Items] | ||
Face value | 956,880 | |
Original issue discount | (70,880) | |
Legal and brokerage fees | 0 | |
Cash proceeds | 886,000 | |
Noncash brokerage fee | 0 | |
Other Legal fees | 0 | |
Net Proceeds | 886,000 | |
Convertible note | 554,669 | |
Warrants | 331,331 | |
Convertible Promissory February and March Notes [Member] | ||
Debt Instrument [Line Items] | ||
Face value | 2,576,880 | |
Original issue discount | (190,880) | |
Legal and brokerage fees | (127,500) | |
Cash proceeds | 2,258,500 | |
Noncash brokerage fee | (60,000) | |
Other Legal fees | (30,374) | |
Net Proceeds | 2,168,126 | |
Convertible note | 1,394,340 | |
Warrants | $ 773,786 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - Warrant [Member] - shares | 1 Months Ended | 3 Months Ended | |
Mar. 28, 2022 | Feb. 15, 2022 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of warrants issued | 2,110,765 | 3,573,529 | 5,684,294 |
Black Scholes assumptions | |||
Risk-free rate (%) | 2.54% | 1.94% | |
Expected stock price volatility (%) | 159.80% | 154.14% | |
Expected dividend yield (%) | 0.00% | 0.00% | |
Expected life of options (years) | 5 years | 5 years |
CONVERTIBLE NOTES (Narrative) (
CONVERTIBLE NOTES (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 18, 2022 | Feb. 15, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Convertible Note, face value | $ 1,620,000 | |||
Convertible notes, payment terms | (i) at any time during the first 90 days following closing at the face value of the, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value, and (iii) thereafter at 120% of the face value. The February Notes contain a number of customary events of default. Additionally, the February Notes are secured by all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiaries of the Company. | |||
Options exercised (Shares) | 500,000 | |||
Options exercised | $ 50,000 | $ 0 | ||
Convertible Promissory February Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible Note, face value | 1,620,000 | |||
Gross proceed of private placement offering of convertible note and warrants | 1,372,500 | |||
Convertible Promissory March Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible Note, face value | 956,880 | |||
Gross proceed of private placement offering of convertible note and warrants | $ 886,000 | |||
Convertible Promissory February and March Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, interest rate per annum | 4.00% | |||
Convertible notes, maturity period | 2 years | |||
Initial conversion price | $ 0.34 | |||
Number of shares issued as brokerage fee | 221,402 | |||
Value of shares issued as brokerage fee | $ 60,000 | |||
Warrant exercise price | $ 0.60 | |||
Term of warrants | 5 years | |||
Unamortized debt discount | 1,182,540 | |||
Interest expense | 8,126 | |||
Financing costs | 47,781 | |||
Convertible Note, face value | 2,576,880 | |||
Gross proceed of private placement offering of convertible note and warrants | $ 2,258,500 | |||
Second Tranche [Member] | Convertible Promissory February Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible Note, face value | $ 1,080,000 | |||
Number of common shares called by warrants | 2,382,353 | |||
Proceeds from Issuance of Common Stock | $ 1,000,000 |
EARNING PER SHARE - Schedule of
EARNING PER SHARE - Schedule of incremental weighted average shares attributable to dilutive effect (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic and diluted EPS: | ||
Stock Option | 0 | 794,966 |
Warrants | 0 | 0 |
Total | 0 | 794,966 |
SENIOR SECURED PORMISSORY NOTE
SENIOR SECURED PORMISSORY NOTE (Narrative) (Details) - USD ($) | Mar. 14, 2022 | Feb. 18, 2022 | Feb. 17, 2022 |
Debt Instrument [Line Items] | |||
Convertible Note, face value | $ 1,620,000 | ||
SENIOR SECURED PORMISSORY NOTE [Member] | Evasyst, Inc. [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Note, face value | $ 200,000 | $ 200,000 | |
Convertible notes, interest rate per annum | 18.00% | 18.00% |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) | 1 Months Ended |
Apr. 22, 2022shares | |
Subsequent Event [Member] | Evasyst Inc [Member] | |
Subsequent Event [Line Items] | |
Common shares issued | 125,000,000 |