Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | MARIZYME, INC. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Central Index Key | 0001413754 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | NV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current | |||
Cash | $ 1,182,248 | $ 4,072,339 | $ 2,902,762 |
Accounts receivable | 54,225 | 8,650 | 40,585 |
Other receivables | 14,134 | 41,307 | |
Prepaid expenses | 839,818 | 257,169 | 106,390 |
Inventory | 251,187 | 22,353 | 56,340 |
Total current assets | 2,341,612 | 4,401,818 | 3,106,077 |
Non-current | |||
Property, plant and equipment, net | 12,613 | 12,817 | 7,122 |
Operating lease right-of-use assets, net | 1,576,445 | 1,158,776 | 1,317,830 |
Intangible assets, net | 52,235,313 | 52,866,192 | 42,278,211 |
Prepaid royalties, non-current | 339,091 | 339,091 | 344,321 |
Deposits | 30,000 | 30,000 | 30,000 |
Goodwill | 7,190,656 | 7,190,656 | |
Total non-current assets | 61,384,118 | 61,597,532 | 43,977,484 |
Total assets | 63,725,730 | 65,999,350 | 47,083,561 |
Current | |||
Accounts payable and accrued expenses | 848,345 | 1,596,147 | 478,103 |
Note payable | 213,563 | 127,798 | |
Due to related parties | 123,266 | 1,132,634 | |
Operating lease obligations | 420,913 | 277,142 | 243,292 |
Total current liabilities | 1,606,087 | 3,133,721 | 721,395 |
Non-current | |||
Operating lease obligations, net of current portion | 1,155,532 | 881,634 | 1,074,538 |
Note payable, net of current portion | 469,252 | ||
Convertible notes | 1,648,795 | 26,065 | |
Derivative liabilities | 4,923,725 | 2,485,346 | |
Contingent liabilities | 13,444,000 | 11,313,000 | |
Total non-current liabilities | 21,172,052 | 15,175,297 | 1,074,538 |
Total liabilities | 22,778,139 | 18,309,018 | 1,795,933 |
Commitments and contingencies (Note 10) | |||
Stockholders’ equity: | |||
Preferred stock, par value | |||
Common stock, value | 10,207 | 10,132 | 8,982 |
Additional paid-in capital | 103,362,454 | 95,503,763 | 82,104,280 |
Accumulated deficit | (62,425,070) | (47,823,563) | (36,825,634) |
Total stockholders’ equity | 40,947,591 | 47,690,332 | 45,287,628 |
Total liabilities and stockholders’ equity | $ 63,725,730 | $ 65,999,350 | $ 47,083,561 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 18,750,000 | 18,750,000 | 18,750,000 |
Common stock, shares issued | 10,207,212 | 10,132,212 | 8,982,212 |
Common stock, shares outstanding | 10,207,212 | 10,132,212 | 8,982,212 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenue | $ 76,012 | $ 37,215 | $ 137,821 | $ 271,952 | $ 210,279 | $ 197,136 |
Operating expenses: | ||||||
Direct cost of revenue | 15,503 | 18,356 | 26,528 | 168,419 | 80,354 | 58,292 |
Professional fees | 303,574 | 460,378 | 1,721,479 | 1,445,004 | 2,269,756 | 1,153,731 |
Salary expenses | 330,221 | 517,192 | 2,147,967 | 2,084,430 | 2,887,309 | 915,210 |
Research and development | 708,220 | 241,748 | 3,297,986 | 877,936 | 1,681,899 | 687,734 |
Stock-based compensation | 271,517 | 64,074 | 1,664,191 | 626,449 | 898,444 | 1,833,292 |
Depreciation and amortization | 210,361 | 1,425 | 631,083 | 5,849 | 43,871 | 591,458 |
Other general and administrative expenses | 469,656 | 489,820 | 1,478,726 | 944,248 | 1,170,029 | 757,022 |
Total operating expenses | 2,309,052 | 1,792,993 | 10,967,960 | 6,152,335 | 9,031,662 | 5,996,739 |
Total operating loss | (2,233,040) | (1,755,778) | (10,830,139) | (5,880,383) | (8,821,383) | (5,799,603) |
Other income (expense) | ||||||
Interest and accretion expenses | (810,598) | (70,221) | (1,640,368) | (74,410) | (126,024) | (45,450) |
Change in fair value of contingent liabilities | 1,491,000 | 194,000 | (2,131,000) | 472,000 | (1,387,000) | |
Loss on debt extinguishment | (663,522) | |||||
Total other income (expense) | 680,402 | 123,779 | (3,771,368) | 397,590 | (2,176,546) | (45,450) |
Net loss | $ (1,552,638) | $ (1,631,999) | $ (14,601,507) | $ (5,482,793) | $ (10,997,929) | $ (5,845,053) |
Loss per share – basic and diluted (in Dollars per share) | $ (0.15) | $ (0.18) | $ (1.43) | $ (0.61) | $ (1.22) | $ (0.89) |
Weighted average number of shares of common stock outstanding – basic and diluted (in Shares) | 10,207,212 | 8,982,212 | 10,190,728 | 8,982,212 | 9,010,403 | 6,593,496 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Professional fees related party amount | $ 155,000 | $ 90,000 | $ 422,000 | $ 270,000 | $ 410,400 | $ 180,000 |
Loss per share – basic and diluted (in Dollars per share) | $ (0.15) | $ (0.18) | $ (1.43) | $ (0.61) | $ (1.22) | $ (0.89) |
Weighted average number of shares of common stock outstanding – basic and diluted | 10,207,212 | 8,982,212 | 10,190,728 | 8,982,212 | 9,010,403 | 6,593,496 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 4,965 | $ 59,318,488 | $ (30,980,581) | $ 28,342,872 |
Balance (in Shares) at Dec. 31, 2019 | 4,964,900 | |||
Common shares issued in lieu of payables | $ 64 | 261,389 | 261,453 | |
Common shares issued in lieu of payables (in Shares) | 63,514 | |||
Common stock issued for services | $ 54 | 237,446 | 237,500 | |
Common stock issued for services (in Shares) | 53,750 | |||
Sale of common stock | $ 1,400 | 6,273,764 | 6,275,164 | |
Sale of common stock (in Shares) | 1,400,048 | |||
Issuance of common stock for acquisition | $ 2,500 | 12,497,500 | 12,500,000 | |
Issuance of common stock for acquisition (in Shares) | 2,500,000 | |||
Warrants issued for acquisition | 1,932,300 | 1,932,300 | ||
Issuance of warrants for services | 253,749 | 253,749 | ||
Stock-based compensation expense | 1,329,643 | 1,329,643 | ||
Net loss | (5,845,053) | (5,845,053) | ||
Balance at Dec. 31, 2020 | $ 8,982 | 82,104,280 | (36,825,634) | 45,287,628 |
Balance (in Shares) at Dec. 31, 2020 | 8,982,212 | |||
Stock-based compensation expense | 334,385 | 334,385 | ||
Net loss | (2,211,866) | (2,211,866) | ||
Balance at Mar. 31, 2021 | $ 8,982 | 82,438,665 | (39,037,500) | 43,410,147 |
Balance (in Shares) at Mar. 31, 2021 | 8,982,212 | |||
Balance at Dec. 31, 2020 | $ 8,982 | 82,104,280 | (36,825,634) | 45,287,628 |
Balance (in Shares) at Dec. 31, 2020 | 8,982,212 | |||
Net loss | (5,482,793) | |||
Balance at Sep. 30, 2021 | $ 8,982 | 82,536,903 | (42,308,427) | 40,237,458 |
Balance (in Shares) at Sep. 30, 2021 | 8,982,212 | |||
Balance at Dec. 31, 2020 | $ 8,982 | 82,104,280 | (36,825,634) | 45,287,628 |
Balance (in Shares) at Dec. 31, 2020 | 8,982,212 | |||
Issuance of common stock for acquisition | $ 1,150 | 7,772,850 | 7,774,000 | |
Issuance of common stock for acquisition (in Shares) | 1,150,000 | |||
Warrants issued for acquisition | (732,300) | (732,300) | ||
Stock-based compensation expense | 865,112 | 865,112 | ||
Issuance of warrants | 5,493,821 | 5,493,821 | ||
Net loss | (10,997,929) | (10,997,929) | ||
Balance at Dec. 31, 2021 | $ 10,132 | 95,503,763 | (47,823,563) | 47,690,332 |
Balance (in Shares) at Dec. 31, 2021 | 10,132,212 | |||
Balance at Mar. 31, 2021 | $ 8,982 | 82,438,665 | (39,037,500) | 43,410,147 |
Balance (in Shares) at Mar. 31, 2021 | 8,982,212 | |||
Stock-based compensation expense | 194,657 | 194,657 | ||
Adjustment of warrants value in connection with finalizing the business combination | (732,300) | (732,300) | ||
Net loss | (1,638,928) | (1,638,928) | ||
Balance at Jun. 30, 2021 | $ 8,982 | 81,901,022 | (40,676,428) | 41,233,576 |
Balance (in Shares) at Jun. 30, 2021 | 8,982,212 | |||
Stock-based compensation expense | 64,074 | 64,074 | ||
Warrants issued in connection with convertible notes | 571,807 | 571,807 | ||
Net loss | (1,631,999) | (1,631,999) | ||
Balance at Sep. 30, 2021 | $ 8,982 | 82,536,903 | (42,308,427) | 40,237,458 |
Balance (in Shares) at Sep. 30, 2021 | 8,982,212 | |||
Balance at Dec. 31, 2021 | $ 10,132 | 95,503,763 | (47,823,563) | 47,690,332 |
Balance (in Shares) at Dec. 31, 2021 | 10,132,212 | |||
Stock-based compensation expense | 716,432 | 716,432 | ||
Issuance of warrants | 2,969,916 | 2,969,916 | ||
Exercise of warrants | $ 75 | 2,925 | 3,000 | |
Exercise of warrants (in Shares) | 75,000 | |||
Net loss | (6,124,885) | (6,124,885) | ||
Balance at Mar. 31, 2022 | $ 10,207 | 99,193,036 | (53,948,448) | 45,254,795 |
Balance (in Shares) at Mar. 31, 2022 | 10,207,212 | |||
Balance at Dec. 31, 2021 | $ 10,132 | 95,503,763 | (47,823,563) | 47,690,332 |
Balance (in Shares) at Dec. 31, 2021 | 10,132,212 | |||
Net loss | (14,601,507) | |||
Balance at Sep. 30, 2022 | $ 10,207 | 103,362,454 | (62,425,070) | 40,947,591 |
Balance (in Shares) at Sep. 30, 2022 | 10,207,212 | |||
Balance at Mar. 31, 2022 | $ 10,207 | 99,193,036 | (53,948,448) | 45,254,795 |
Balance (in Shares) at Mar. 31, 2022 | 10,207,212 | |||
Stock-based compensation expense | 676,242 | 676,242 | ||
Issuance of warrants | 2,341,659 | 2,341,659 | ||
Net loss | (6,923,984) | (6,923,984) | ||
Balance at Jun. 30, 2022 | $ 10,207 | 102,210,937 | (60,872,432) | 41,348,712 |
Balance (in Shares) at Jun. 30, 2022 | 10,207,212 | |||
Stock-based compensation expense | 271,517 | 271,517 | ||
Issuance of warrants | 880,000 | 880,000 | ||
Net loss | (1,552,638) | (1,552,638) | ||
Balance at Sep. 30, 2022 | $ 10,207 | $ 103,362,454 | $ (62,425,070) | $ 40,947,591 |
Balance (in Shares) at Sep. 30, 2022 | 10,207,212 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (14,601,507) | $ (5,482,793) | $ (10,997,929) | $ (5,845,053) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 631,083 | (76,013) | 43,871 | 591,459 |
Stock-based compensation | 1,664,191 | 593,116 | 865,112 | 1,329,643 |
Stock-based compensation - restricted common stock | 33,333 | 33,332 | ||
Interest and accretion on convertible notes and notes payable | 1,637,951 | 74,410 | 126,024 | |
Issuance of common stock for services | 237,500 | |||
Issuance of warrants for services | 1,850,533 | 368,287 | 253,749 | |
Change in fair value of contingent liabilities | 2,131,000 | (472,000) | 1,387,000 | |
Loss on debt extinguishment | 663,522 | |||
Change in operating assets and liabilities: | ||||
Accounts and other receivables | (18,402) | (55,706) | 36,298 | (40,585) |
Prepaid expenses | (582,649) | 38,057 | (184,112) | 307,983 |
Inventory | (228,834) | 40,950 | 33,987 | 127,129 |
Deposits | (30,000) | |||
Accounts payable and accrued expenses | (740,034) | 721,078 | 968,788 | (155,661) |
Due to related parties | (1,009,368) | 272,530 | 868,725 | |
Net cash used in operating activities | (9,266,036) | (4,313,038) | (5,787,095) | (3,223,836) |
Cash flows used in investing activities: | ||||
Purchase of intangible assets | (148,656) | |||
Net cash used in investing activities | (148,656) | |||
Cash flows from financing activities: | ||||
Proceeds from promissory notes, net of issuance cost | 6,500,743 | 1,060,949 | 263,907 | |
Proceeds from financing, net of issuance costs | 6,692,765 | |||
Shares issued for cash, net of offering costs | 6,275,164 | |||
Proceeds from promissory notes, due to related parties | 366,000 | |||
Repayment of notes payable | (127,798) | |||
Proceeds from exercise of warrants | 3,000 | |||
Net cash provided by financing activities | 6,375,945 | 1,426,949 | 6,956,672 | 6,275,164 |
Net change in cash | (2,890,091) | (2,886,089) | 1,169,577 | 2,902,672 |
Cash at beginning of period | 4,072,339 | 2,902,762 | 2,902,762 | 90 |
Cash at end of period | 1,182,248 | 16,673 | 4,072,339 | 2,902,762 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 45,449 | |||
Cash paid for taxes | ||||
Non-cash investing and financing activities: | ||||
Derivative liabilities and debt discount issued in connection with convertible notes | 2,438,379 | 391,648 | 2,485,346 | |
Warrants and debt discount issued in connection with convertible notes | 4,341,042 | 571,807 | 5,125,534 | |
Settlement of notes payable with convertible notes | 278,678 | |||
Contingent liabilities | $ 9,926,000 | 9,926,000 | ||
Issuance of common stock in lieu of payables | 261,453 | |||
Issuance of common stock in connection with business combination | 7,774,000 | 12,500,000 | ||
Notes payable assumed in connection with business combination | 468,137 | |||
Issuance of warrants in connection with business combination | 1,932,300 | |||
Initial adoption of ROU asset and lease liability | $ 1,317,830 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS Marizyme, Inc. (the “Company” or “Marizyme”) is a Nevada corporation originally incorporated on March 20, 2007, under the name SWAV Enterprises, Ltd. On September 6, 2010, the Company name was changed to GBS Enterprises Inc. and from 2010 to September 2018 the Company was in the software products and advisory services business for email and instant messaging applications. The Company divested that business between December 2016 and September 2018 and focused on the acquisition of life science technologies. On March 21, 2018, the Company’s name was changed to Marizyme, Inc., to reflect the new life sciences focus. Marizyme’s common stock is currently quoted on the OTC Markets’ QB tier under the symbol “MRZM”. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company’s unaudited condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $62,425,070 at September 30, 2022 (December 31, 2021 - $47,823,563). Additionally, the Company has working capital of $735,525 (December 31, 2021 - $1,268,097) and $1,182,248 (December 31, 2021 - $4,072,339) of cash on hand, which may not be sufficient to fund operations for the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing its business for the foreseeable future with neither the intention or necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to the laws and regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon its ability to continue to successfully develop its intangible assets, receive a clearance from the U.S. Food and Drug Administration (the “FDA”) to extend the selling of the products into the U.S. market which will allow the Company to attain profitable operations. During the next twelve months, the Company’s foreseeable cash requirements will relate to continuous operations of its business, maintaining its good standing and making the required filing with the Securities and Exchange Commission (the “SEC”), and the payment of expenses associated with its product development. The Company may experience a cash shortfall and be required to raise additional capital. Management intends to raise additional funds by way of a private or public offerings. While the Company believes in the viability of its strategy to continue to develop and expand its products and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The unaudited condensed consolidated financial statements do not include any adjustments related 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries: My Health Logic Inc (“My Health Logic” or “MHL”), Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”), (collectively – “Somah”), and Marizyme Sciences, Inc. (“Marizyme Sciences”). All intercompany transactions have been eliminated on consolidation. The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022 (the “2021 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2021 was derived from audited consolidated financial statements included in the 2021 Form 10-K but does not include all disclosures required by U.S. GAAP for complete financial statements. The Company’s significant accounting policies are described in Note 1 to those consolidated financial statements. Interim results may not be indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements reflect all adjustments which in the opinion of management are necessary to fairly present the results of operations, financial condition, cash flows and stockholders’ equity for the periods indicated. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Deferred Offering Cost The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process capital stock financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations. The Company had no deferred offering costs as of December 31, 2021. As of September 30, 2022, the Company had recorded deferred offering costs of $271,240 reported as a prepaid expense on the accompanying balance sheets. Use of Estimates The preparation of the 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 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, recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, derivative liabilities, contingent liabilities and deferred tax valuations. Fair Value Measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1 – Quoted prices for identical assets or liabilities in active markets. ● Level 2 – Quoted prices for identical or similar assets and liabilities in markets that are not active; or other model-derived valuations whose inputs are directly or indirectly observable or whose significant value drivers are observable. ● Level 3 – Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable and for which assumptions are used based on management estimates. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. The carrying amounts of certain accounts and other receivables, accounts payable and accrued expenses, notes payable, and amounts due to related parties approximate fair value due to the short-term nature of these instruments. The fair value of lease obligations is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The contingent liabilities assumed on the acquisition of Somah in 2020 consist of present values of royalty payments, performance warrants and pediatric voucher warrants, future rare pediatric voucher sales, and liquidation preference. Management measured these contingencies in accordance with Level 3 of the fair value hierarchy. i. The performance warrants and pediatric vouchers warrants liabilities were valued using a Monte Carlo simulation model utilizing the following weighted average assumptions: risk free rate of 1.19%, expected volatility of 69.62%, expected dividend of $0, and expected life of 5.96 years. For the three and nine months ended September 30, 2022, changes in these assumptions resulted in $1,999,000 decrease and $899,000 increase in fair value of these liabilities, respectively. At September 30, 2022, the fair market value of performance warrants and pediatric vouchers warrants liabilities was $5,251,000 (December 31, 2021 – $4,352,000). ii. The present value of royalty payments was measured using the scenario-based methodology. In assessing the value attributed to the royalty payments, the estimated future cash flows were discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the revenue from net sales of the product. The cash flows derived from the Company’s fifteen-year strategic plan are based on managements’ expectations of market growth, industry reports and trends, and past performances. These projections are inherently uncertain due to the evolving impact of the COVID-19 pandemic. The discounted cash flow model included projections surrounding revenue, discount rates, and growth rates. The discount rates used to calculate the present value of royalty payments reflect specific risks of the Company and market conditions and the mid-range was estimated at 20.6%. For the three and nine months ended September 30, 2022, changes in these assumptions resulted in $516,000 and $1,288,000 increase in fair value of this liability, respectively. At September 30, 2022, the fair market value of royalty payments was $5,276,000 (December 31, 2021 – $3,988,000). iii. Rare pediatric voucher sales liability was valued based on the scenario-based methodology where the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset – 20.6%. For the three and nine months ended September 30, 2022, changes in these assumptions resulted in $8,000 and $56,000 decrease in fair value of this liability, respectively. At September 30, 2022, the fair market value of rare pediatric voucher sales liability was $1,094,000 (December 31, 2021 – $1,150,000). iv. The present value of liquidation preference liability, included in the contingent consideration, was determined using the Black-Scholes option pricing method and represents the fair value of the maximum payment amount according to the agreement. The following assumptions were used in the Black-Scholes option pricing model: risk free rate of 0.21%, expected volatility of 78.93%, expected dividend of $0, and expected life of 5 years. No changes to the fair value of liquidation preference liability were recorded in the three and nine months ended September 30, 2022. At September 30, 2022, the fair market value of liquidation preference was $1,823,000 (December 31, 2021 – $1,823,000). The derivative liabilities consist of optional and automatic conversion features and the share redemption feature attached to the convertible notes, issued pursuant to the Unit Purchase Agreement (Note 7). The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. Marizyme measures the following financial instruments at fair value on a recurring basis. As at September 30, 2022, and December 31, 2021, the fair values of these financial instruments were as follows: Fair Value Hierarchy September 30, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,923,725 Contingent liabilities - - 13,444,000 Total $ - $ - $ 18,367,725 Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 2,485,346 Contingent liabilities - - 11,313,000 Total $ - $ - $ 13,798,346 The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: Derivative and Contingent Liabilities Balance at December 31, 2021 $ 13,798,346 Change in fair value of contingent liabilities 2,131,000 Derivative liabilities issued pursuant to Unit Purchase Agreement 2,438,379 Balance at September 30, 2022 $ 18,367,725 The Company had $9,845,648 Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, and employee benefits, for individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials of Duragraft, and costs related to manufacturing Duragraft for clinical trials. The Company has entered into various research and development contracts with various organizations. Payments of these activities are based on the terms of the individual agreements which matches to the pattern of costs incurred. Payments made in advance are reflected in the accompanying balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be required in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Stock-Based Compensation Stock-based compensation expense for employees and directors is recognized in the Condensed Consolidated Statements of Operations based on estimated amounts, including the grant date fair value and the expected service period. For stock options, the Company estimates the grant date fair value using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and the expected term of the awards. The Company estimate the expected future volatility based on the stock’s historical price volatility. The stock’s future volatility may differ from the estimated volatility at the grant date. For restricted stock unit (“RSU”) equity awards, the Company estimates the grant date fair value using it’s closing stock price on the date of grant. The Company recognizes the effect of forfeitures in compensation expense when the forfeitures occur. The estimated forfeiture rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. The Company recognizes the value of the awards over the awards’ requisite service or performance periods. The requisite service period is generally the time over which share-based awards vest. Comparative Information To conform with the current period’s financial statement presentation, the Company reclassified certain professional fees, salaries, rent and repairs and maintenance expenses related to research and development activities for the three and nine months ended September 30, 2021, into the research and development expenses line item on the Condensed Consolidated Statements of Operations. Such reclassifications were not considered material and did not have any effect on the Company’s net loss for the three- and nine- month periods ended September 30, 2021. | 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies Organization Maryzime, Inc. (the “Company” or “Marizyme”) is a Nevada corporation originally incorporated on March 20, 2007, under the name SWAV Enterprises, Ltd. On September 6, 2010, the Company name was changed to GBS Enterprises Inc. and from 2010 to September 2018 the Company was in the software products and advisory services business for email and instant messaging applications. The Company divested that business between December 2016 and September 2018 and focused on the acquisition of life science technologies. On March 21, 2018, the Company’s name was changed to Marizyme, Inc., to reflect the new life sciences focus. Marizyme’s common stock is currently quoted on the OTC Markets’ QB tier under the symbol “MRZM”. Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The accompanying consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries, Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”), Marizyme Sciences, Inc. (“Marizyme Sciences”), and My Health Logic, Inc. (“My Health Logic”). All intercompany transactions have been eliminated on consolidation. Going Concern The Company’s consolidated financial statements are prepared using principals generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $47,823,563 at December 31, 2021. Additionally, the Company has working capital of $1,268,097 and $4,072,339 of cash on hand, which may not be sufficient to fund operations for the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing its business for the foreseeable future with neither the intention or necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to the laws and regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon its ability to continue to successfully develop its intangible assets, receive an approval from the U.S. Federal and Drug Administration to extend the selling of the products into the U.S. market which will allow the Company to attain profitable operations. During the next twelve months from the date the consolidated financial statements were issued, the Company’s foreseeable cash requirements will relate to continuous operations of its business, maintaining its good standing and making the required filing with the SEC, and the payment of expenses associated with its product development. The Company may experience a cash shortfall and be required to raise additional capital. Management intends to raise additional funds by way of a private or public offering. Subsequent to the year ended December 31, 2021, on February 14, 2021, Marizyme completed a preliminary prospectus with intention to raise up to $17,250,000. The proceeds from the offering will be used by the Company (i) to develop its DuraGraft, MATLOC, and Krillase platforms; (ii) to commercialize and produce its products, and (iii) for general working capital and other corporate purposes. While the Company believes in the viability of its strategy to continue to develop and expand its products and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The consolidated financial statements do not include any adjustments related 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. Use of Estimates The preparation of the 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 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, recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, derivative liabilities, contingent liabilities, and deferred tax valuations. Fair Value Measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1 - Quoted prices for identical assets or liabilities in active markets. ● Level 2 - Quoted prices for identical or similar assets and liabilities in markets that are not active; or other model-derived valuations whose inputs are directly or indirectly observable or whose significant value drivers are observable. ● Level 3 - Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable and for which assumptions are used based on management estimates. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The fair value of lease obligations is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The contingent liabilities assumed on the acquisition of Somah (Note 2) consist of present values of royalty payments, performance warrants and pediatric voucher warrants, future rare pediatric voucher sales, and liquidation preference. Management measured these contingencies in accordance with Level 3 of the fair value hierarchy. i. The performance warrants and pediatric vouchers warrants liabilities were valued using a Monte Carlo simulation model utilizing the following weighted average assumptions: risk free rate of 1.19%, expected volatility of 69.62%, expected dividend of $0, and expected life of 6.21 years. For the year ended December 31, 2021, changes in these assumptions resulted in $417,000 decrease in fair value of these liabilities. At December 31, 2021 the fair market value of performance warrants and pediatric vouchers warrants liabilities was $4,352,000. ii. The present value of royalty payments was measured using the scenario-based methodology. In assessing the value attributed to the royalty payments, the estimated future cash flows were discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the revenue from net sales of the product. The cash flows derived from the Company’s fifteen-year strategic plan are based on managements’ expectations of market growth, industry reports and trends, and past performances. These projections are inherently uncertain due to the evolving impact of the COVID-19 pandemic. The discounted cash flow model included projections surrounding revenue, discount rates, and growth rates. The discount rates used to calculate the present value of royalty payments reflect specific risks of the Company and market conditions and the mid-range was estimated at 20.6%. For the year ended December 31, 2021, changes in these assumptions resulted in $1,802,000 increase in fair value of these liabilities. At December 31, 2021 the fair market value of royalty payments was $3,988,000. iii. Rare pediatric voucher sales liability was valued based on the scenario-based methodology where the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset - 20.6%. For the year ended December 31, 2021, changes in these assumptions resulted in $2,000 increase in fair value of this liability. At December 31, 2021 the fair market value of rare pediatric vouchers was $1,150,000. iv. The present value of liquidation preference liability, included in the contingent consideration, was determined using the Black-Scholes option pricing method and represents the fair value of the maximum payment amount according to the Agreement. The following assumptions were used in the Black-Scholes option pricing model: risk free rate of 0.21%, expected volatility of 78.93%, expected dividend of $0, and expected life of 5 years. No changes to the fair value of liquidation preference liability were recorded in the year ended December 31, 2021. At December 31, 2021 the fair market value of liquidation preference was $1,823,000. The derivative liabilities consisted of optional and automatic conversion features and the share redemption feature attached to the convertible notes, issued pursuant to the Unit Purchase Agreement (Note 6). The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. Marizyme measures the following financial instruments at fair value on a recurring basis. At December 31, 2021 and 2020, the fair values of these financial instruments were as follows: Fair Value Hierarchy December 31, December 31, 2021 Level 1 Level 2 Level 3 2020 Liabilities Derivative liabilities $ - $ - $ 2,485,346 $ - Contingent liabilities - - 11,313,000 - Total $ - $ - $ 13,798,346 $ - The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: Derivative and Contingent Liabilities Balance at December 31, 2020 - Derivative liabilities $ 391,648 Extinguishment of debt obligations (391,648 ) Derivative liabilities - amended Unit Purchase Agreement (Note 6) 2,485,346 Initial valuation of contingent liabilities assumed on Somah acquisition 1 9,926,000 Change in fair value 1,387,000 Balance at December 31, 2021 $ 13,798,346 1 Measured as at Somah acquisition date of July 31, 2020, see Note 2. Cash Cash include cash in readily available checking accounts. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Inventory Inventory consisted of primarily finished goods and is valued at the lower of cost and net realizable value. 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 no inventory reserve was necessary as of December 31, 2021 and 2020. Accounts Receivable Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Accounts receivable are non-interest bearing and are due for settlement in full within 30 days. Trade receivables are shown net of allowance for bad or doubtful debts. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and other receivables 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 December 31, 2021 or 2020. The Company did not record any bad debt expense in each of the years ended December 31, 2021 and 2020. Property, Plant, and Equipment, Net Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Machinery, computer equipment and related software are depreciated over five to seven years. Furniture and fixtures are depreciated over four to seven years. Leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the related assets. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations. Intangible Assets and Goodwill Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses. Intangible assets acquired as a result of an acquisition or in a business combination are measured at fair value at the acquisition date. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized over the estimated useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. In-Process Research and Development The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company evaluates whether the acquired assets have a future alternative use. Intangible assets that do not have future alternative use are considered acquired in-process research and development (“IPR&D”). When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. These IPR&D assets are reviewed for impairment annually, or sooner if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and upon establishment of technological feasibility or regulatory approval. An impairment loss, if any, is calculated by comparing the fair value of the asset to its carrying value. If the asset’s carrying value exceeds its fair value, an impairment loss is recorded for the difference and its carrying value is reduced accordingly. Similar to the impairment test for goodwill, the Company may perform a qualitative approach for testing indefinite-lived intangible assets for impairment. The Company used the qualitative approach and concluded that it was more-likely-than-not that its indefinite-lived assets were not impaired during the years ended December 31, 2021 and 2020. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. No impairment losses have been recorded through December 31, 2021 and 2020. Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. Revenue Recognition Pursuant to Topic 606, the Company recognizes revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be intitled in exchange for those goods or services. To achieve this core principle, Topic 606 outlines a five-step process for recognizing revenue from customer contracts that includes i) identification of the contract with a customer, ii) identification of the performance obligations in the contract, iii) determining the transaction price, iv) allocating the transaction price to the separate performance obligations in the contract, and v) recognizing revenue associated with performance obligations as they are satisfied. At contract inception, the Company assesses the goods or services promised within each contract and assess whether each promised good or service is distinct and determine those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. We have identified one performance obligation 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). As our products have an expiration date, if a product expires, we will replace the product at no charge. There were no significant judgements made in applying this topic. Direct Cost of Revenue Cost of sales includes the actual cost of merchandise sold, and the cost of transportation of merchandise from our third-party vendor to our distributer. Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, and employee benefits, those individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials of DuraGraft, and costs related to manufacturing DuraGraft for clinical trials. The Company has entered into various research and development contracts with various organizations and other companies. Payments of these activities are based on the terms of the individual agreements which matches to the pattern of costs incurred. Payments made in advances are reflected in the accompanying balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Stock-Based Compensation Share-based compensation expense for employees and directors is recognized in the Consolidated Statement of Operations based on estimated amounts, including the grant date fair value and the expected service period. For stock options, we estimate the grant date fair value using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and the expected term of the awards. We estimate the expected future volatility based on the stock’s historical price volatility. The stock’s future volatility may differ from the estimated volatility at the grant date. For restricted stock unit (“RSU”) equity awards, we estimate the grant date fair value using our closing stock price on the date of grant. We recognize the effect of forfeitures in compensation expense when the forfeitures occur. The estimated forfeiture rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. We recognize the value of the awards over the awards’ requisite service or performance periods. The requisite service period is generally the time over which our share-based awards vest. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. There were no interest and penalties as of December 31, 2021 and 2020. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested common stock, options and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities (warrants, stock options, and common shares subject to repurchase) would be antidilutive. Comparative Information To conform with the current year’s financial statement presentation, the Company reclassified certain professional fees, salaries, and rent expenses related to research and development activities for the year ended December 31, 2020 into research and development expenses line item on the Consolidated Statements of Operations. Such reclassifications were not considered material and did not have any effect on the Company’s net loss for the year ended December 31, 2020. Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board or other standard setting bodies on the Company’s consolidated financial statements as well as material updates to previous assessments. There were no new material accounting standards issued or adopted in year of 2021 that impacted the Company. |
Acquisition
Acquisition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | ||
ACQUISITION | NOTE 4 – ACQUISITION My Health Logic Inc. On November 1, 2021, Marizyme entered into a definitive arrangement agreement with Health Logic Interactive Inc. (“HLII”) pursuant to which the Company would acquire all of the issued and outstanding common shares of My Health Logic, a wholly owned subsidiary of HLII, in exchange for common shares of Marizyme (the “Marizyme Shares”). Marizyme is dedicated to the acceleration, development and commercialization of medical technologies that promote patient health, therefore a strategic decision was made to acquire My Health Logic, which has provided Marizyme with access to MHL’s lab-on-chip technology platform and its patient-centric, digital point-of-care diagnostic device, MATLOC 1; and allowed for further growth and development of Marizyme’s portfolio of medical products. On December 22, 2021, Marizyme received the necessary regulatory, court and stock exchange approval to complete the acquisition of MHL resulting in a total of 1,500,000 Common Shares issued to HLII; 57,499 of these shares are being held and administered by Marizyme to be released to HLII, less any amounts claimed by Marizyme or its affiliates for any losses arising out of certain breaches as set out in the acquisition agreement. This resulted in HLII holding approximately 11.35% of the total number of issued and outstanding Marizyme Shares (based on 10,132,212 Marizyme Shares issued and outstanding immediately after closing). In accordance with Accounting Standards Codification (“ASC”) 805-10 the substance of a transaction constitutes a business combination as the business of My Health Logic Inc. meets the definition of a business under the standard. Accordingly, the transaction was accounted for in accordance with the acquisition method of accounting, and the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date. The purchase price was based on management’s estimate of fair value of the common shares issued. According to ASC 805 the acquirer has a year from the date of acquisition to recognize measurement period adjustments. While Marizyme does not expect the carrying amount, the fair value, and the estimated useful life of identifiable assets and liabilities acquired, provided below, to change, the tax basis related to these intangible assets is not final and remains preliminary at September 30, 2022. Details of the carrying amount and the fair value of identifiable assets and liabilities acquired and purchase consideration paid were as follows: Consideration given up Common shares $ 7,774,000 Total consideration given up $ 7,774,000 Fair value of identifiable assets acquired, and liabilities assumed Net working deficit $ (613,156 ) Property, plant, and equipment 12,500 Intangible assets 6,600,000 Goodwill 1,774,656 Total identifiable assets $ 7,774,000 As a result of the My Health Logic acquisition, the Company acquired its lab-on-chip technology platform, its patient-centric, digital point-of-care diagnostic device - MATLOC 1 as well as patents rights and trademarks relating to it. In addition, the Company acquired ownership rights to MATLOC patents issued in the European Union, Canada, and the United States. The intangible assets acquired include: ● Trade name, with estimated remaining economic life of 14 years, ● Software, which enables customers to track and update their test results, with economic life of 15 years, and ● Biotechnology intangible assets related to lab-on-chip technology, with estimated remaining economic life of 17 years. As part of the acquisition, Marizyme assumed an aggregate of $468,137 in notes payable, the notes were unsecured, bore interest at a rate of 9% per annum with no maturity date. For the three and nine months ended September 30, 2022, Marizyme recognized $4,538 and $15,124 of interest expense on the notes payable, respectively (September 30, 2021 - $ Nil Nil Goodwill is attributed to the workforce and profitability of the acquired business and is not deductible for tax purposes. A residual method methodology was used to estimate the fair market value goodwill. A pre-tax discount rate based on weighted average cost of capital of 37.5% was used in the fair value assumptions for the assembled workforce acquired. Pro-forma revenue, net income/(loss), and earnings per share are not presented for this acquisition as they are not material. | 2. Acquisitions 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” or “Seller”) 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. 3, the Company agreed to assume certain payables of Somah related to clinical and medical expenses. It was agreed that the payments on the assumed debts would be recorded as a prepaid royalty against future royalties. As of December 31, 2021 and 2020, prepaid royalties were $339,091 and $344,321, respectively, and were recorded as a non-current asset. Pursuant to the Agreement and in consideration of the outstanding capital stock of Somahlution, Inc., the Company agreed to issue to Somah: ● 2,500,000 restricted shares of common stock of the Company; ● Warrants to purchase 749,984 restricted common shares of the Company with a strike price of $20.00 per common share and a term of five years; ● The Company, on a pro rata basis, shall grant the Seller the following contingent consideration upon receiving the FDA final approval and insurance reimbursement approval on the product: ○ Grant of performance warrants for 1,000,000 restricted common shares of the Company, with a strike price determined based on the average of the closing prices of the common shares for the 30 calendar days following the date of the public announcement of FDA approval; ○ Royalties to be paid on all net sales of the product acquired from Somah of 6% on the first $50 million of international net sales (and 5% on the first $50 million of U.S. net sales), 4% for greater than $50 million up to $200 million, and 2% for greater than $200 million; ○ Payment of 10% of cash value of the rare pediatric voucher sales following the FDA approval and subsequent sale to an unaffiliated third party of a rare pediatric voucher based on Somah’s DuraGraft product; ○ Grant of rare pediatric voucher warrants to purchase an aggregate of 62,500 commons shares with a term of five years and a strike price determined based on the average of the closing prices of the common shares for the 30 calendar days following the date of the public announcement of FDA approval, and ○ Liquidation preference, up to a maximum of $20 million upon the sale by the Company of all or substantially all of the assets relating to the Somah products. Upon the sale of either or both of the DuraGraft or Somah derived solid organ transplant products, the Company will pay 15% of the net sale proceeds towards the liquidation preference maximum amount. On July 30, 2020, the Company completed the acquisition of Somah (the “Somah Transaction”). The acquisition of Somah provides the Company with access to DuraGraft and other related intangible assets, which upon approval by FDA, will further the Company’s continued growth and international-wide product rollout. In accordance with ASC 805-10 the substance of a transaction constitutes a business combination as the business of Somah meets the definition of a business under the standard. Accordingly, the transaction was accounted for in accordance with the acquisition method of accounting, and the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date. The purchase price is based on management’s estimate of fair value of the common shares and warrants issued as well as contingent consideration and liquidation preference given up. The final allocation of the purchase price consideration to the assets acquired and liabilities assumed has been completed and finalized. Details of the carrying amount and the fair value of identifiable assets and liabilities acquired and purchase consideration paid are as follows: Consideration Common shares $ 12,500,000 Warrants 1,200,000 Contingent consideration 1 9,926,000 Total consideration $ 23,626,000 Fair value of identifiable assets acquired, and liabilities assumed Net working capital $ 30,908 Property, plant, and equipment 9,092 Intangible assets 18,170,000 Goodwill 5,416,000 Total identifiable assets $ 23,626,000 1 During the year ended December 31, 2021, for the purposes of the final allocation of the purchase price consideration, contingent consideration was measured as of the date of Somah acquisition - July 31, 2020 and valued at $9,926,000. Since then, the fair market value of the contingent liabilities, measured in accordance with Level 3 of the fair value hierarchy, has increased by $1,387,000 to $11,313,000 as at December 31, 2021 (Note 1). The intangible assets acquired include: ● DuraGraft patent, with estimated remaining economic life of 13 years, ● “Distribution relationships” intangible asset related to DuraGraft products, with estimated remaining economic life of 10 years, and ● In-process research and development intangible asset - “Cyto Protectant Life Sciences” with indefinite economic life. Goodwill is attributed to the workforce and profitability of the acquired business and is not deductible for tax purposes. A residual method methodology was used to estimate the fair market value goodwill. A pre-tax discount rate based on weighted average cost of capital of 33.8% was used in the fair value assumptions for the assembled workforce acquired. Pro-forma revenue, net income, and earnings per share are not presented for this acquisition as they are not material. My Health Logic Inc. On November 1, 2021, Marizyme entered into a definitive arrangement agreement with Health Logic Interactive Inc. (“HLII”) pursuant to which the Company will acquire all of the issued and outstanding common shares of My Health Logic Inc. (“My Health Logic” or “MHL”), a wholly owned subsidiary of HLII, in exchange for common shares of Marizyme (the “Marizyme Shares”). Marizyme is dedicated to the acceleration, development and commercialization of medical technologies that promote patient health, therefore a strategic decision was made during the year ended December 31, 2021 to acquire My Health Logic, which have provided Marizyme with access to MHL’s lab-on-chip technology platform and its patient-centric, digital point-of-care screening device, MATLOC 1; and allowed for further growth and development of Marizyme’s portfolio of medical products. On December 22, 2021, Marizyme received the necessary regulatory, court and stock exchange approval to complete the acquisition of MHL resulting in a total of 1,150,000 Common Shares issued to HLII; 57,499 of these shares are being held and administered by Marizyme to be released to HLII, less any amounts claimed by Marizyme or its affiliates for any losses arising out of certain breaches as set out in the acquisition agreement. This resulted in HLII holding approximately 11.35% of the total number of issued and outstanding Marizyme Shares (based on 10,132,212 Marizyme Shares issued and outstanding immediately after closing). In accordance with ASC 805-10 the substance of a transaction constitutes a business combination as the business of My Health Logic Inc. meets the definition of a business under the standard. Accordingly, the transaction was accounted for in accordance with the acquisition method of accounting, and the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date. The purchase price is based on management’s estimate of fair value of the common shares issued. According to ASC 805 the acquirer has a year from the date of acquisition to recognize measurement period adjustments. While Marizyme doesn’t expect the carrying amount and the fair value of identifiable assets and liabilities acquired, provided below, to change, the estimates surrounding the useful life of intangible assets acquired may differ from the initial values determined. The change in useful life of the intangible assets will not have a material impact on the net loss for the year ended December 31, 2021. Additionally, The Company is in the process of finalizing the tax basis related to these intangible assets which is not final as of December 31, 2021. Details of the carrying amount and the fair value of identifiable assets and liabilities acquired and purchase consideration paid are as follows: Consideration given up Common shares $ 7,774,000 Total consideration given up $ 7,774,000 Fair value of identifiable assets acquired, and liabilities assumed Net working deficit $ (613,156 ) Property, plant, and equipment 12,500 Intangible assets 6,600,000 Goodwill 1,774,656 Total identifiable assets $ 7,774,000 As a result of the My Health Logic acquisition, we acquired its lab-on-chip technology platform, its patient-centric, digital point-of-care screening device - MATLOC 1 as well as patents rights and trademarks relating to it. In addition, we acquired ownership rights to MATLOC patents issued in the European Union, Canada, and the United States. The intangible assets acquired include: ● Trade name, with estimated remaining economic life of 14 years, ● Software, which enables customers to track and update their test results, with economic life of 15 years, and ● Biotechnology intangible assets related to lab-on-chip technology, with estimated remaining economic life of 17 years. As part of the acquisition, Marizyme assumed an aggregate of $468,137 in notes payable, the notes are unsecured, bear interest at a rate of 9% per annum and mature on August 12, 2022. For the year ended December 31, 2021, Marizyme recognized $1,115 of interest expense on the notes payable (2020 - $ Nil Goodwill is attributed to the workforce and profitability of the acquired business and is not deductible for tax purposes. A residual method methodology was used to estimate the fair market value goodwill. A pre-tax discount rate based on weighted average cost of capital of 37.5% was used in the fair value assumptions for the assembled workforce acquired. Pro-forma revenue, net income, and earnings per share are not presented for this acquisition as they are not material. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | ||
LEASES | NOTE 5 – LEASES On December 11, 2020, the Company entered into a 5.5 - year lease agreement for approximately 10,300 square feet of administrative office and laboratories space, which commenced in December 2020 at a monthly rent of approximately $10,800, increasing by 2.5% annually beginning in the second year of the lease until the end of the term. Additionally, pursuant to the agreement, the Company would pay approximately $12,000 per month in operating expenses. Effective April 1, 2022, the Company amended its lease agreement for administrative office and laboratories to add additional 3,053 square feet of space. The monthly cost of total expended lease space is approximately $15,260 increasing to $15,641 in 2023 and will continue to increase by 2.5% annually thereafter until the end of the term. The monthly operating expenses for total expanded premises have increased from approximately $12,000 to $17,500 per month. The term of the lease remains unchanged. As of September 30, 2022, the remaining lease term was 3.83 years. The lease had been classified as an operating lease. The assets and liabilities from the lease were recognized at the lease commencement date based on the present value of remaining lease payments over the lease term using the discount rate of 3.95%, which is the average commercial interest available at the time. The total rent expense for the three and nine months ended September 30, 2022 was $103,291 and $324,544, respectively (September 30, 2021 - $77,357 and $168,769, respectively). The following table summarizes supplemental balance sheet information related to the operating lease as of September 30, 2022, and December 31, 2021: September 30, December 31, Right-of-use assets $ 1, 576,445 $ 1,158,776 Operating lease liabilities, current $ 420,913 $ 277,142 Operating lease liabilities, non-current 1, 155,532 881,634 Total operating lease liabilities $ 1, 576,445 $ 1,158,776 As of September 30, 2022, the maturities of the lease liabilities for the periods ending December 31 are as follows: 2022 $ 103,291 2023 423,495 2024 434,082 2025 444,934 2026 266,034 Total lease payments 1, 671,836 Less: Present value discount (95,391 ) Total $ 1, 576,445 | 3. Leases On December 11, 2020, the Company entered into a 5.5 - year lease agreement for administrative office and laboratories, which commenced in December 2020 at a monthly rent of approximately $10,817, increasing by 2.5% annually beginning in the second year of the lease until the end of the term. Additionally, pursuant to the agreement, the Company will pay approximately $12,000 per month in operating expenses. As at December 31, 2021, the remaining lease term was 4.42 years. The lease had been classified as an operating lease. The assets and liabilities from the lease were recognized at the lease commencement date based on the present value of remaining lease payments over the lease term using the discount rate of 3.95%, which is the average commercial interest available to the Company at the time. The following table summarizes supplemental balance sheet information related to the operating lease as of December 31, 2021: December 31, December 31, Right-of-use asset $ 1,158,776 $ 1,317,830 Operating lease liabilities, current $ 277,142 $ 243,292 Operating lease liabilities, non-current 881,634 1,074,538 Total operating lease liabilities $ 1,158,776 $ 1,317,830 As at December 31, 2021, the maturities of the lease liabilities for the periods ended December 31 were as follows: 2022 $ 277,142 2023 277,142 2024 277,142 2025 277,142 Thereafter 130,950 Total lease payments 1,239,518 Less: Present value discount (80,742 ) Total $ 1,158,776 |
Intangible Assets
Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Krillase As part of the asset acquisition of ACB Holding AB, Reg. No. 559119-5762, completed on September 12, 2018, Marizyme acquired all rights, titles, and interest in the Krillase technology, a group of intangible assets worth $28,600,000. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in wound debridement, wound healing, dental care and thrombosis. The useful lives of the intangible assets are based on the life of the patent and related technology. The patents and related technology for Krillase have not been amortized since the acquisition, as they have not yet been put into operations. The Company expects to put Krillase into operations and establish the first stream of revenue from the sale of the product in 2023. DuraGraft As part of Somah acquisition in 2020, Marizyme purchased $18,170,000 of intangible assets related to the DuraGraft® technology. My Health Logic As part of My Health Logic acquisition (see Note 4), Marizyme purchased MHL’s lab-on-chip technology platform and its patient-centric, digital point-of-care diagnostic device, MATLOC, fair valued at an aggregate amount of $6,600,000. September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Krillase intangible assets $ 28,600,000 $ - $ 28,600,000 $ 28,600,000 $ - $ 28,600,000 Patents in process 122,745 - 122,745 122,745 - 122,745 DuraGraft patent 5,256,000 (875,999 ) 4,380,001 5,256,000 (572,768 ) 4,683,232 Duragraft - Distributor relationship 308,000 (66,733 ) 241,267 308,000 (43,633 ) 264,367 Duragraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - 12,606,000 12,606,000 - 12,606,000 My Health Logic - Trade name 450,000 (24,911 ) 425,089 450,000 (804 ) 449,196 My Health Logic - Biotechnology 4,600,000 (209,706 ) 4,390,294 4,600,000 (6,765 ) 4,593,235 My Health Logic - Software 1,550,000 (80,083 ) 1,469,917 1,550,000 (2,583 ) 1,547,417 Total intangibles $ 53,492,745 $ (1,257,432 ) $ 52,235,313 $ 53,492,745 $ (626,553 ) $ 52,866,192 Goodwill DuraGraft My Health Logic Total Balance, December 31, 2020 $ - $ - $ - Additions on acquisitions 5,416,000 1,774,656 7,190,656 Impairment - - Balance, December 31, 2021 and September 30, 2022 $ 5,416,000 $ 1,774,656 $ 7,190,656 The following changes to the Company’s intangible assets had taken place in the periods indicated: Balance, December 31, 2020 $ 42,278,211 Acquired in Somah Transaction 4,022,271 Acquired in My Health Logic Transaction 6,600,000 Additions 2,775 Amortization expense (37,065 ) Balance, December 31, 2021 $ 52,866,192 Amortization expense ( 630,879 ) Balance, September 30, 2022 $ 52, 235,313 Future amortizations for Duragraft and My Health Logic intangible assets for the next five years will be $841,172 for each year from 2023 through 2027 and $6,700,706 for 2028 and thereafter. Amortization related to the Krillase product and in process research and development will be determined upon the Company achieving commercialization. | 4. Intangible Assets and Goodwill Krillase As part of the asset acquisition of ACB Holding AB, Reg. No. 559119-5762, completed on September 12, 2018, Marizyme acquired all rights, titles, and interest in the Krillase technology, a group of intangible assets worth $28,600,000. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in wound debridement, wound healing, dental care and thrombosis. The useful lives of the intangible assets are based on the life of the patent and related technology. The patents and related technology for Krillase have not been amortized since the acquisition, as they have not yet been put into operations. The Company used the qualitative approach and concluded that it was more-likely-than-not that its Krillase assets were not impaired during the years ended December 31, 2021 and 2020. DuraGraft As part of Somah acquisition (Note 2), Marizyme purchased $18,170,000 of intangible assets related to the DuraGraft® technology. No impairment has been recognized on DuraGraft intangible assets for the years ended December 31, 2021 and 2020. My Health Logic As part of My Health Logic acquisition (Note 2), Marizyme purchased MHL’s lab-on-chip technology platform and its patient-centric, digital point-of-care screening device, MATLOC 1, fair valued at an aggregate amount of $6,600,000. Intangible Assets December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Krillase intangible assets $ 28,600,000 $ - $ 28,600,000 $ 28,600,000 $ - $ 28,600,000 Patents in process 122,745 - 122,745 119,971 - 119,971 DuraGraft patent 5,256,000 (572,768 ) 4,683,232 14,147,729 (589,489 ) 13,558,240 DuraGraft - Distributor relationship 308,000 (43,633 ) 264,367 - - - DuraGraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - 12,606,000 - - - My Health Logic - Trade name 450,000 (804 ) 449,196 - - - My Health Logic - Biotechnology 4,600,000 (6,765 ) 4,593,235 - - - My Health Logic - Software 1,550,000 (2,583 ) 1,547,417 - - - Total intangible assets $ 53,492,745 $ (626,553 ) $ 52,866,192 $ 42,867,700 $ (589,489 ) $ 42,278,211 Goodwill DuraGraft My Health Total Balance, December 31, 2020 $ - $ - $ - Additions on acquisitions 5,416,000 1,774,656 7,190,656 Impairment - - - Balance, December 31, 2021 $ 5,416,000 $ 1,774,656 $ 7,190,656 The following changes to the Company’s intangible assets had taken place in the periods indicated: Balance, December 31, 2019 $ 28,613,000 Acquired in asset purchase agreement 14,147,729 Additions 106,971 Amortization expense (589,489 ) Balance, December 31, 2020 $ 42,278,211 Acquired in Somah Transaction 1 4,022,271 Acquired in MHL Transaction 6,600,000 Additions 2,775 Amortization expense 1 (37,065 ) Balance, December 31, 2021 $ 52,866,192 1 To account for Somah Transaction measurement period adjustments, the Company restated the Quarterly Report on Form 10-Q for the three and six month ended June 30, 2021, originally filed on August 23, 2021. As a result of the restatement, the value of DuraGraft intangibles purchased with the Somah Transaction increased by $4,022,271 and related overestimated amortization of the intangibles decreased by $898,026 for the year ended December 31, 2021. As the result of the Somah Transaction measurement period adjustments, the Company has recorded amortization expense of $37,066 on its intangibles for the year ended December 31, 2021 (2020 - $589,489). Future amortizations for DuraGraft and My Health Logic intangible assets for the next five years will be $841,172 for each year from 2022 through 2026 and $7,331,585 for 2027 and thereafter. Amortization related to in process research and development will be determined upon the Company achieving commercialization. |
Convertible Promissory Notes an
Convertible Promissory Notes and Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | NOTE 7 - CONVERTIBLE PROMISSORY NOTES AND WARRANTS May 2021 Unit Purchase Agreement On May 27, 2021, Marizyme entered into a Unit Purchase Agreement to sell up to 1,000,000 units (the ‘Units’) at a price per Unit of $10.00. Each Unit is comprised of (i) a convertible promissory 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 7,495 Units at a price of $10.00 per Unit for gross proceeds of $74,945, consisting of Notes of $74,945, Class A Warrants for the purchase of 7,495 shares of common stock and Class B Warrants for the purchase of 7,495 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 110,000 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 110,000 shares of common stock and Class B Warrants for 110,000 shares of common stock. September 2021 Amended Unit Purchase Agreement On September 29, 2021, due to a lower common stock price, the Company, with the consent of all Unit holders, amended the May 2021 Unit Agreements. By rescinding their investment, the Unit holders agreed to amend the Unit Purchase Agreement resulted in the following significant changes to the offering: (i) Decreased the offering price under the Unit Purchase Agreement from $10.00 per Unit to $9.00 per Unit for all future sales under the Unit Purchase Agreement. No proceeds from the initial investment were returned. (ii) Decreased the conversion price from $10.00 per share to $9.00 per share for all current Unit holders and all future investors (iii) Cancelled all Class A Warrants and Class B Warrants and replaced them with Class C Warrants. December 2021 Unit Purchase Agreement On December 21, 2021, the Company entered into a Unit Purchase Agreement (the “December UPA”) to sell up to 2,428,572 Units at a price per unit of $7.00. Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company at an initial conversion price of $7.00 and, (ii) a warrant to purchase two shares of Common Stock at an initial purchase price of $9.00 per share (the new Class C Warrant). Under this December UPA, the Company issued and sold 859,643 Units at a per unit purchase price of $7.00, for gross proceeds of $6,000,000. Coinciding with this December UPA, the Company also entered into an Exchange Agreement with the existing Unit holders (the December 2021 Exchange Agreements, as further described below). December 2021 Exchange Agreements On December 21, 2021, in conjunction with a $6.0 million investment, the Company and the existing Unit holders agreed to exchange the original securities (“Old Securities”) held by the current investors/unit holders for New Securities, consisting of (i) a New Note in the principal amount equal to the original principal amount of the Original Note, plus all accrued interest through the day prior to December 21, 2021, and (ii) a New Warrant (new Class C Warrants) in exchange for the original Class C Warrants. The Exchange of the Original Securities for the New Securities included the following significant changes: (i) Decreased the offering price under the Unit Purchase Agreement from $9.00 per Unit to $7.00 per Unit. Outstanding principal and accrued interest were used to purchase Units at the new per unit price. (ii) Extended the maturity date of the notes to December 21, 2023 for all existing notes. (iii) Decreased the conversion price from $9.00 per share to $7.00 per share for the New Units. (iv) Original Class C Warrants were exchanged for New Class C warrants with an exercise price of $9.00 per share (unchanged) and a five-year life measured from the date of the Exchange Agreement. The decrease in the Unit price also resulted in additional number of New Class C Warrants being issued in exchange for the Original Class C Warrants due to the 200% warrant coverage provided for in the Unit Purchase Agreement. The Company determined that the terms of the New Securities were substantially different from the Original Securities, and, as such the exchange of the Original Securities for the New Securities was accounted for as an extinguishment of debt on December 21, 2021, and the New Securities accounted for as a new debt issuance. As a result of this substantial modification, the total of 155,272 Units previously issued were replaced with an aggregate of 208,006 pro-rata Units. During the nine months ended September 30, 2022, the Company issued additional 1,045,008 units under the New Securities agreement for the gross proceeds of $7,315,138. Of the total 1,045,008 Units issued: (i) 39,811 Units were issued to settle notes payable assumed on acquisition of My Health Logic (see Note 4), (ii) 5,714 Units were issued to settle accounts payable, and (iii) 42,857 Units were issued in exchange for services rendered to the Company in the nine months ended September 30, 2022. The Company determined that the optional and automatic conversion feature and the share redemption feature attached to the convertible notes meet the definition of derivative liabilities and that the detachable warrants issued do not meet the definition of a liability and therefore will be accounted for as an equity instrument. The fair value of the warrants issued in the nine months ended September 30, 2022, of $4,341,042 (December 31, 2021 - $4,299,649) and the fair value of derivative liabilities of $2,438,379 issued (December 31, 2021 - $2,485,346) have been recorded as debt discount and are being amortized to interest and accretion expense using the effective interest method over the term of the Convertible Notes. During the three and nine months ended September 30, 2022, the Company recognized interest and accretion expense of $805,849 and $1,622,730, respectively (September 30, 2021 - $70,221 and $74,410, respectively) in the condensed consolidated statements of operations. As of September 30, 2022 and December 31, 2021, the Company had the following convertible notes, net of debt discount outstanding: Convertible Notes, Net of Debt Discount Balance, December 31, 2021 $ 26,065 Convertible notes issued - new securities 7,315,138 Issuance costs (535,717 ) Debt discount (6,779,421 ) Debt accretion 1,622,730 Balance, September 30, 2022 $ 1,648,795 September 30, 2022 December 31, 2021 Convertible notes - total principal $ 14,771,177 $ 7,482,104 Unamortized issuance costs and discount (13,122,382 ) (7,456,039 ) Convertible notes, net of debt discount $ 1,648,795 $ 26,065 Convertible Notes Terms The Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal amount. The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion price of $7.00 per share (previously $9.00 per the September 2021 Amendment and originally $10.00 per the May Unit Purchase Agreement). In the event the Company consummates, while the Convertible Note is outstanding, an equity financing with a gross aggregate amount of securities sold of not less than $10,000,000 (“Qualified Financing”), then all outstanding principal, together with all unpaid accrued interest under the Convertible 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 financing and the conversion price of $7.00 per unit. The Convertible Notes are secured by a first priority security interest in all assets of the Company. New Class C Warrants Terms ● Exercise price is the lower of (i) $9.00 per share, or (ii) the Automatic Conversion Price (the lesser of (i) 75% of the cash price per share paid by the other purchasers of next round securities in the Qualified Financing and (ii) the Conversion Price ($9.00, subject to Customary Antidilution Adjustments). ● Exercisable for a period of 5 years from issuance. ● Warrant Coverage: 200%. | 6. Convertible Promissory Notes and Warrants May 2021 Unit Purchase Agreement On May 27, 2021, Marizyme entered into a Unit Purchase Agreement to sell up to 1,000,000 units (the ‘Units’) at a price per Unit of $10.00. Each Unit is comprised of (i) a convertible promissory 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 7,495 Units at a price of $10.00 per Unit for gross proceeds of $74,945, consisting of Notes of $74,945, Class A Warrants for the purchase of 7,495 shares of common stock and Class B Warrants for the purchase of 7,495 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 110,000 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 110,000 shares of common stock and Class B Warrants for 110,000 shares of common stock. September 2021 Amended Unit Purchase Agreement On September 29, 2021, due to a lower common stock price, the Company, with the consent of all Unit holders, amended the May 2021 Unit Agreements. By rescinding their investment, the Unit holders agreed to amend the Unit Purchase Agreement resulted in the following significant changes to the offering: (iv) Decreased the offering price under the Unit Purchase Agreement from $10.00 per Unit to $9.00 per Unit for all future sales under the Unit Purchase Agreement. No proceeds from the initial investment were returned. (v) Decreased the conversion price from $10.00 per share to $9.00 per share for all current Unit holders and all future investors (vi) Cancelled all Class A Warrants and Class B Warrants and replaced them with Class C Warrants. December 2021 Unit Purchase Agreement On December 21, 2021, the Company entered into a Unit Purchase Agreement (the “December UPA”) to sell up to 2,428,572 Units at a price per unit of $7.00. Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company at an initial conversion price of $7.00 and, (ii) a warrant to purchase two shares of Common Stock at an initial purchase price of $9.00 per share (the new Class C Warrant). Under this December UPA, the Company issued and sold 859,643 Units at a per unit purchase price of $7.00, for gross proceeds of $6,000,000. Coinciding with this December UPA, the Company also entered into an Exchange Agreement with the existing Unit holders (the December 2021 Exchange Agreements, as further described below). December 2021 Exchange Agreements On December 21, 2021, in conjunction with a $6.0 million investment, the Company and the existing Unit holders agreed to exchange the original securities (“Old Securities”) held by the current investors/unit holders for New Securities, consisting of (i) a New Note in the principal amount equal to the original principal amount of the Original Note, plus all accrued interest through the day prior to December 21, 2021, and (ii) a New Warrant (new Class C Warrants) in exchange for the original Class C Warrants. The Exchange of the Original Securities for the New Securities included the following significant changes: (v) Decreased the offering price under the Unit Purchase Agreement from $9.00 per Unit to $7.00 per Unit. Outstanding principal and accrued interest were used to purchase Units at the new per unit price. (vi) Extended the maturity date of the notes to December 21, 2023 for all existing notes. (vii) Decreased the conversion price from $9.00 per share to $7.00 per share for the New Units. (viii) Original Class C Warrants were exchanged for New Class C warrants with an exercise price of $9.00 per share (unchanged) and a five-year life measured from the date of the Exchange Agreement. The decrease in the Unit price also resulted in additional number of New Class C Warrants being issued in exchange for the Original Class C Warrants due to the 200% warrant coverage provided for in the Unit Purchase Agreement. The Company determined that the terms of the New Securities were substantially different from the Original Securities, and, as such the exchange of the Original Securities for the New Securities was accounted for as an extinguishment of debt on December 21, 2021, and the New Securities accounted for as a new debt issuance. As a result of this substantial modification, the total of 155,272 Units previously issued were replaced with an aggregate of 208,006 pro-rata Units and a loss on debt extinguishment of $663,522 was recorded in consolidated statements of operations for the year ended December 31, 2021 (2020 - $ Nil The Company determined that the optional and automatic conversion feature and the share redemption feature attached to the convertible notes meet the definition of derivative liabilities and that the detachable warrants issued do not meet the definition of a liability and therefore will be accounted for as an equity instrument. The fair value of the warrants of $4,299,649 and the fair value of derivative liabilities of $2,485,346 issued have been recorded as debt discount and are being amortized to interest and accretion expense using the effective interest method over the term of the Convertible Notes. During the year ended December 31, 2021, the Company recognized interest and accretion expense of $116,676 (2020 - $ Nil December 31, December 31, Convertible notes issued - original securities $ 1,174,945 $ - Issuance costs (105,745 ) - Debt discount (964,153 ) - Debt accretion 90,611 - Extinguishment of debt in connection with December 2021 Exchange Agreements (195,658 ) - Convertible notes issued - new securities, outstanding at December 31, 2021 7,456,039 - Issuance costs (671,044 ) Debt discount (6,784,995 ) - Debt accretion 26,065 - Convertible notes, net of debt discount $ 26,065 $ - Convertible Notes Terms The Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal amount. The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion price of $7.00 per share (previously $9.00 per the September 2021 Amendment and originally $10.00 per the May Unit Purchase Agreement). In the event the Company consummates, while the Convertible Note is outstanding, an equity financing with a gross aggregate amount of securities sold of not less than $10,000,000 (“Qualified Financing”), then all outstanding principal, together with all unpaid accrued interest under the Convertible 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 financing and the conversion price of $7.00 per unit. The Convertible Notes are secured by a first priority security interest in all assets of the Company. New Class C Warrants Terms ● Exercise price is the lower of (i) $9.00 per share, or (ii) the Automatic Conversion Price (the lesser of (i) 75% of the cash price per share paid by the other purchasers of next round securities in the Qualified Financing and (ii) the Conversion Price ($9.00, subject to Customary Antidilution Adjustments). ● Exercisable for a period of 5 years from issuance. ● Warrant Coverage: 200%. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS' EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY a) Preferred stock The Company is authorized to issue a total number of 25,000,000 shares of “blank check” preferred stock with a par value of $0.001. As of September 30, 2022, and December 31, 2021, there were no shares of preferred stock issued or outstanding. b) Common stock The Company is authorized to issue a total number of 18,750,000 shares of common stock with a par value of $0.001. On August 1, 2022, the Board of Directors (the “Board”) of Marizyme approved a reverse stock split of the Company’s authorized and outstanding common stock at a ratio of 1-for-4. On August 3, 2022, the Company effected the reverse stock split by filing a Certificate of Change with the Secretary of State of the State of Nevada. As a result, the total number of shares of common stock held by each stockholder was converted automatically into the number of whole shares of common stock equal to the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the reverse stock split, divided by four, subject to rounding of fractional shares. The Company expects that the reverse stock split will be reflected in the trading price of the common stock after the Financial Industry Regulatory Authority, Inc. (“FINRA”) completes its processing of the reverse stock split, which is expected to be the date on which the common stock is listed on the Nasdaq Capital Market tier operated by Nasdaq in the event that the Company’s listing application to Nasdaq is approved. As a result of the reverse stock split, there are approximately 10,207,212 shares of common stock outstanding, not including the shares of common stock included in the units that the Company expects to issue in this public offering or upon any exercise of the Over-Allotment Option or of any warrants included in the units issued to investors or of the representative’s warrant. No fractional shares have been or will be issued, and no cash or other consideration has been or will be paid. Instead, the Company issued one whole share of the post-reverse stock split common stock to any stockholder who otherwise would have received a fractional share as a result of the reverse stock split. The Company’s existing shareholders’ percentage ownership interests in the Company remains the same following the reverse stock split (subject to rounding of fractional shares). As of September 30, 2022, and December 31, 2021, there were 10,207,212 and 10,132,212 shares of common stock issued and outstanding, respectively. During the nine months ended September 30, 2022, the Company issued 75,000 shares of common stock for exercise of warrants. c) Options On May 18, 2021, the Company’s Board of Directors approved the Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (“SIP”). The SIP incorporates stock options issued prior to May 18, 2021. The SIP authorized 1,325,000 options for issuance. As of September 30, 2022, there remains 256,014 options available for issuance (December 31, 2021 – 318,514). During the nine months ended September 30, 2022, the Company granted 100,000 (December 31, 2021 – 383,125) share purchase options to directors of the Company. The summary of option activity for the six months ended September 30, 2022, is as follows: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Total Intrinsic Value Outstanding at December 31, 2020 950,236 $ 5.44 8.82 Granted 383,125 6.04 Forfeited (420,625 ) 5.44 Outstanding at December 31, 2021 912,736 $ 4.96 8.34 $ 1,951,117 Granted 100,000 8.80 9.69 - Expired (15,625 ) 5.00 8.08 40,626 Forfeited (15,625 ) 5.00 8.08 40,624 Outstanding at September 30, 2022 981,486 5.33 7.79 2,344,489 Exercisable at September 30, 2022 762,666 $ 4.68 7.35 $ 2,256,558 As of September 30, 2022, the Company had the following options outstanding: Exercise Price Number of Number of Weighted Average Intrinsic Value $ 4.04 496,486 496,486 6.68 $ 1,767,489 5.00 135,000 131,180 8.41 351,000 5.48 50,000 50,000 7.88 106,000 7.00 200,000 70,000 9.16 120,000 8.80 100,000 15,000 9.69 - $ 5.33 981,486 762,666 7.79 $ 2,344,489 d) Restricted Share Units As of September 30, 2022, the Company determined that the following performance condition attached to the restricted share awards granted in the fiscal 2021 were more likely than not to have been achieved: ● The Company will raise financing for the gross proceeds that equal or exceed $5,000,000, and ● The Company will complete valuation reports for acquisition of Somah and My Health Logic. Therefore, compensation cost of $295,750 for the restricted share awards was recognized in stock-based compensation for the nine months ended September 30, 2022 (September 30, 2021 - $ Nil e) Warrants As of September 30, 2022 and December 31, 2021, there were 5,242,430 and 3,036,204 warrants outstanding, respectively. Number Weighted Average December 31, 2020 848,410 $ 18.52 Issued pursuant to Unit Purchase Agreement 2,130,295 9.00 Issued 57,499 5.56 December 31, 2021 3,036,204 $ 11.60 Issued pursuant to Unit Purchase Agreement 2,090,035 9.00 Issued 219,598 4.64 Exercised (75,000 ) 0.04 Expired (28,407 ) 12.00 September 30, 2022 5,242,430 $ 10.43 During the nine months ended September 30, 2022, the Company issued the following: On January 26 and February 14, 2022, in exchange for services of Mr. Richmond, the Company granted him 75,000 warrants to purchase an aggregate 75,000 shares of Marizyme’s common stock at an exercise price of $0.04 per share. The warrants issued had an average term of 5 years, vested immediately, and were fair valued at $568,677 and recorded in salary expense in the condensed consolidated statements of operations for the nine months ended September 30, 2022. On March 15, 2022, Mr. Richmond exercised 75,000 warrants issued to him. On June 26, 2022, the Company issued additional 86,760 warrants to Mr. Richmond and 57,840 warrants to Univest Securities, LLC to purchase an aggregate 144,600 shares of Marizyme’s common stock at an exercise price of $7.00 per share. The warrants issued had an average term of 5 years, vested immediately, and were fair valued at $1,281,854, of which $769,113 was recorded in salary expense and $512,471 in professional fees in the condensed consolidated statements of operations for the nine months ended September 30, 2022. In the nine months ended September 30, 2022, pursuant to the Unit Purchase Agreement the Company issued an aggregate of 2,090,035 additional New Class C warrants with an exercise price of $9.00 share and a term of five years. f) Stock-based compensation During the three and nine months ended September 30, 2022, the Company recorded $271,517 and $1,664,191 in non-cash share-based compensation in the stock-based compensation line on the condensed consolidated statements of operations, respectively (September 30, 2021 - $64,074 and $626,449 respectively). As of September 30, 2022, there was $1,323,100 of total unrecognized compensation cost related to non-vested stock-based compensation awards. The unrecognized compensation cost is expected to be recognized over a weighted average period of 1.71 years. | 7. Stockholders’ Equity a) Preferred stock The Company is authorized to issue a total number of 25,000,000 shares of “blank check” preferred stock with a par value of $0.001. As of December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding. b) Common stock The Company is authorized to issue a total number of 18,750,000 shares of common stock with a par value of $0.001. As of December 31, 2021 there were 10,132,212 shares of common stock issued and outstanding (2020 – 8,982,212). During the year ended December 31, 2021, the Company had the following share issuances: ● On December 22, 2021, the Company issued 1,150,000 pursuant to the My Health Logic transaction completion (Note 2). During the year end December 31, 2020, the Company issued the following: ● On January 9, 2020, the Company settled trade payables of $126,250 through the issuances of 31,250 shares of common stock. ● On April 6, 2020, the Company settled trade payables of $161,600 through the issuances of 40,000 shares of common stock. ● On April 6, 2020, the Company issued 1,250 shares of common stock to a director on exercise of stock options. ● On April 6, 2020, the Company issued 3,750 shares of common stock to a consultant in exchange for services rendered in the amount of $15,150. ● On June 8, 2020, the Company settled trade payables of $20,200 through the issuances of 5,000 shares of common stock. ● On July 28, 2020, the Company issued 16,014 shares of common stock on the conversion of $59,453 of debt. ● On July 28, 2020, the Company issued 5,000 shares of common stock valued at $25,000 to a consultant for services rendered. ● On July 31, 2020, the Company completed the Soma Acquisition (Note 2) whereas 2,500,000 shares of common stock were issued, fair valued at $12,500,000. ● On August 3, 2020, the Company completed an initial closing of a private placement pursuant to which the Company sold and issued an aggregate of 1,152,496 shares of its common stock at a purchase price of $5.00 per share. In consideration for services rendered as the placement agent in the private placement, 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 57,375 shares of the Company’s Common Stock at an exercise price of $5.50 per share. The warrant, for which the placement agent paid the Company $100, may be exercised on a cashless basis. ● On September 1, 2020, the Company issued 10,000 restricted shares of common stock to Bruce Harmon, the former chief financial officer of the Company. ● On September 25, 2020, the Company closed on the second tranche of funding in the gross amount of $1,237,760 in exchange for 247,552 shares of common stock. The net amount received by the Company was $1,116,566. ● On October 1, 2020, the Company entered into a consulting agreement which had various compensation requirements, including the issuance of 5,000 shares of common stock (valued at $5.00 per share) and 9,091 warrants with an exercise price of $5.50. c) Options On May 18, 2021, our Board of Directors approved the Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (“SIP”). The SIP incorporates stock options issued prior to May 18, 2021. The SIP authorized 1,325,000 options for issuance. As of December 31, 2021, there remains 412,264 options available for issuance. During the year ended December 31, 2021, the company granted 383,125 (2020 – 335,000) share purchase options to directors, officers, employees, and consultants of the Company. The weighted-average assumptions used to estimate the fair value of stock options using the Black-Scholes option valuation model were as follows: 2021 2020 Risk-free interest rate 1.09 % 0.93 % Volatility 252.08 % 241.88 % Exercise price $ 6.04 $ 5.48 Dividend yield 0 % 0 % Forfeiture rate 0 % 0 % Expected life (years) 6.38 10.00 The Company recognizes forfeitures as they occur. The summary of option activity for the years ended December 31, 2021 and 2020 was as follows: Number of Weighted Weighted Total Intrinsic Value Outstanding at December 31, 2019 678,750 $ 6.00 9.48 Granted 335,000 5.00 Exercised (63,514 ) 4.08 Outstanding at December 31, 2020 950,236 $ 5.44 8.82 Granted 383,125 6.04 Forfeited (420,625 ) 5.44 Outstanding at December 31, 2021 912,736 $ 4.96 8.34 $ 1,951,117 Exercisable at December 31, 2021 599,843 $ 4.28 7.70 $ 1,685,099 As of December 31, 2021, the Company had the following options issued and outstanding: Exercise Price Number of Number of Weighted Average Intrinsic Value $ 4.04 496,486 496,489 7.43 $ 1,509,317 5.00 166,250 53,357 9.09 110,983 5.48 50,000 40,000 8.63 64,000 7.00 200,000 10,000 9.84 800 $ 4.96 912,736 2,399,371 8.34 $ 1,951,117 d) Restricted Share Units During the year ended December 31, 2021, the Company granted restricted share awards for an aggregate of 87,500 shares of common stock (2020 - Nil Nil Nil e) Warrants Number Weighted December 30, 2019 28,407 $ 12.00 Issued on Somah acquisition 749,984 20.00 Issued 70,003 5.52 December 30, 2020 848,394 $ 8.52 Issued pursuant to Unit Purchase Agreement 2,130,292 9.00 Issued 57,499 5.56 December 31, 2021 3,036,185 $ 8.80 During the year ended December 31, 2021, the Company issued the following: Unit Purchase Agreements Warrants Pursuant to the May Unit Purchase Agreement (Note 6) the Company issued: (i) Class A Warrants for the purchase an aggregate of 117,495 shares of common stock, with a strike price of $12.52 per share and a term of five years, and (ii) Class B Warrants for the purchase an aggregate of 117,495 shares of common stock with a strike price of $20.00 per share and a term of five years. On September 29, 2021, pursuant to the September 2021 Amended Unit Purchase Agreement, all Class A and Class B warrants were replaced with an aggregate of 261,387 pro-rata Class C warrants. The warrants had a strike price of 9.00 per share and a term of five years. On December 2, 2021, the Company issued additional 49,444 Class C warrants with the terms and conditions stipulated in the September 2021 Amended Unit Purchase Agreement. On December 21, 2021, pursuant to the December 2021 Exchange Agreements (Note 6) all previously issued Original Class C warrants were replaced with an aggregate of 416,011 pro-rata New Class C warrants with an exercise price of $9.00 per share (unchanged) and a five-year life measured from the date of the December 2021 Exchange Agreements. The decrease in the Unit price also resulted in additional number of New Class C Warrants being issued in exchange for the Original Class C Warrants due to the 200% warrant coverage provided for in the Unit Purchase Agreement. On December 21, 2021, pursuant to the December 2021 Unit Purchase Agreement the Company issued additional 1,714,286 New Class C warrants with an exercise price of $9.00 per share and a term of five years. The detachable warrants issued were accounted for as an equity instrument and were ascribed an aggregate fair market value of $4,447,982 using the residual fair value allocation method. Other Warrants shares of common stock for a settlement and services rendered. The warrants issued have an average strike price of $5.56 per share and an average term of 4.74 years, were fair valued at $368,287 and recorded in professional fees and salary expense in the onsolidated Statements of Operations for the year ended December 31, 2021. During the year end December 31, 2020, the Company issued the following: On July 31, 2020, the Company completed the Somah Acquisition (Note 2) whereas 2,500,000 shares of common stock and 749,984 warrants were issued. The warrants have a strike price of $20.00 per share and a term of five years. The valuation of the warrants granted was completed during the year ended December 31, 2021, and the fair market value was determined to be $1.60 per share or $1,200,000. On September 25, 2020, the Company issued two warrants for services. The warrants were to purchase 42,002 and 28,001 shares with a strike price of $5.50 and a term of five years. The fair market value was determined to be $3.625 per share or $152,249 and $101,500, respectively, or $253,749, collectively. f) Stock-based compensation During the year ended December 31, 2021, the Company recorded $865,111 in non-cash share-based compensation (2020 - $1,833,292). Additionally, the Company recognized $33,333 of stock-based compensation on restricted common stock in the year ended December 31, 2021. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS As at September 30, 2022, the Company owed an aggregate of $123,266 (December 31, 2021 - $1,132,634) to related parties of the Company. The majority of the balance was owed to Mr. Frank Maresca, a related party and shareholder of the Company, and comprised of the following: ● The Company received consulting services from Mr. Maresca and pursuant to the agreement incurred $ 240,000 in professional expenses in the nine months ended September 30, 2022 (September 30, 2021 - $300,000). At September 30, 2022, the Company owes a total of $121,316 for consulting services provided and service-related expenses incurred by Mr. Maresca during the period ended September 30, 2022. In the nine months ended September 30, 2022, the Company incurred and settled additional $133,797 in professional services rendered by related parties of the Company and settled $149,178 various expenses incurred by these parties in relation to their services rendered to the Company. Additionally, as part of the Somah acquisition in 2020, the Company recorded a prepaid royalty to the shareholders of Somahlution. The primary beneficial owner is Dr. Vithal Dhaduk, currently a director, and significant shareholder of the Company. As at September 30, 2022, the Company had $339,091 in prepaid royalties (December 31, 2021 - $339,091) which had been classified as non-current in the condensed consolidated balance sheets. | 8. Related Party Transactions As at December 31, 2021, the Company owed an aggregate of $1,132,634 (2020 - $ Nil i. During the year ended December 31, 2021, the Company entered into a promissory note agreement with Brad Richmond, a related party and former acting Vice President of Finance, for the total proceeds of $168,907 (2020 - $ Nil Nil ii. During the year ended December 31, 2021, the Company entered into a promissory note agreement with Frank Maresca, a related party and shareholder of the Company, for the total proceeds of $95,000 (2020 - $ Nil Nil iii. The Company received consulting services from other shareholders, consultants, and related parties of the Company, and pursuant to the various agreements incurred an aggregate $50,400 in professional expenses for the year ended December 31, 2021 (2020 - $ Nil Additionally, as part of the Somah transaction in 2020 (Note 2), the Company recorded a prepaid royalty to the shareholders of Somahlution. The primary beneficial owner is Dr. Vithal Dhaduk, a director and significant shareholder of the Company. As at December 31, 2021, the company had $339,091 in prepaid royalties (2020 - $344,321) which had been classified as non-current in the consolidation balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Legal Matters On August 19, 2021, Dr. Neil Campbell, former President, Chief Executive Officer and director of the Company, and Bruce Harmon, former Chief Financial Officer and Secretary of the Company, each filed a Complaint and Demand for Jury Trial against the Company and Insperity Peo Services, L.P., a Delaware limited partnership (“Insperity”), a joint employer of Dr. Campbell and Mr. Harmon with the Company under a Client Service Agreement, dated November 30, 2020 (collectively, the “Campbell/Harmon Complaints”). Both Campbell/Harmon Complaints allege that the Company and Insperity violated Section 448.105 of the Florida Private Whistleblower Act as a result of the constructive terminations of Dr. Campbell and Mr. Harmon after the occurrence of violations federal and state law, including federal securities law, at the Company that exposed Dr. Campbell and Mr. Harmon to civil and criminal forms of liability and that the Company was not addressing to their satisfaction. Both Campbell/Harmon Complaints demand approximately $30,000 - $50,000 in back pay and benefits, interest on back pay, front pay and/or lost earning capacity, compensatory damages, costs and attorney’s fees, and such other relief as the court deems equitable. In the nine months ended September 30, 2022, both cases were dismissed with prejudice and without any financial impact on the Company. Contingencies a. On July 13, 2019, the Company signed a consulting agreement, whereby the individual will receive: ● $30,000 per month through July 13, 2025, ● Option to purchase 62,500 shares of common stock at a strike price of $6.00, which vest monthly through July 13, 2021. The vesting of these options was accelerated by the Board on September 2, 2020. ● Royalties based on sales of Krillase assets, equal to 10% of net sales of the product. During the nine months ended September 30, 2022, no revenues were derived from sales of Krillase product. b. As part of the DuraGraft Acquisition, completed on July 31, 2020, the Company entered into the Agreement with Somah stockholders, whereby Marizyme is legally obligated to pay royalties on all net sales for Somah, Inc. The royalties associated with the Agreement are calculated as follows: Royalties on U.S. sales equal to: ● 5% on the first $50,000,000 of net sales, ● 4% on net sales of $50,000,001 up to $200,000,000, and ● 2% on net sales over $200,000,000. Royalties on sales outside of the U.S.: ● 6% on the first $50,000,000 of net sales, ● 4% on net sales of $50,000,001 up to $200,000,000, and ● 2% on net sales over $200,000,000. The royalties are in perpetuity. During the nine months ended September 30, 2022, the Company had not earned any revenues from Krillase and did not have any sales of the DuraGraft products in U.S., therefore no royalties have been accrued or paid in the period. Upon receiving FDA clearance for the Duragraft product, the Company will: ● Issue performance warrants with a strike price determined based on the average of the closing prices of the Company’s common stock for the 30 calendar days following the date of the public announcement of the FDA approval; and ● Upon liquidation of all or substantially all of the assets relating to DuraGraft, the Company will pay 15% of the net sale proceeds up to $20 million. c. The Company has entered into arrangements for office and laboratories spaces. As of September 30, 2022, minimum lease payments in relation to lease commitments are payable as described in Note 5. Risks and Uncertainties Starting in late 2019, a novel strain of the coronavirus, or COVID-19, began to rapidly spread around the world and every state in the United States. At this time, there continues to be significant volatility and uncertainty relating to the full extent to which the COVID-19 pandemic and the various responses to it will impact the Company’s business, operations and financial results. Most states and cities have at various times instituted quarantines, restrictions on travel, “stay at home” rules, social distancing measures and restrictions on the types of businesses that could continue to operate, as well as guidance in response to the pandemic and the need to contain it. As a result, 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. While there 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 the Company might interact, might impact the approval of any applications the Company plans and will need to file in the future. In addition, the Company is dependent upon certain contract manufacturers and suppliers and their ability to reliably and efficiently fulfill orders is critical to our business success. The COVID-19 pandemic has impacted and may continue to impact certain manufacturers and suppliers. As a result, the Company has have faced and may continue to face delays or difficulty sourcing certain products, which could negatively affect its business and financial results. The spread of COVID-19 has also adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The pandemic has resulted, and may continue to result, in a significant disruption of global financial markets, which may reduce the Company’s ability to access capital in the future, which could negatively affect its liquidity. If the COVID-19 pandemic does not continue to slow and the spread of COVID-19 is not contained, the Company’s business operations, including those of contract manufacturers, could be further delayed or interrupted. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect the Company’s ability to operate its business and result in additional costs. It is not possible to reliably measure or quantify the impact COVID-19 has had on the financial results of the Company. If the COVID-19 pandemic continues for an extended period, it may materially adversely impact business operations and, consequently, future financial results. | 9. Commitments and Contingencies Legal Matters Dr. Vithal D. Dhaduk (“Dhaduk”), former Interim CEO of Marizyme and a co-founder of Somahlution, LLC, was 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 made 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 $9,450,000 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. The complaint was settled between Dhaduk and Patel in the year ended December 31, 2021, with no financial impact to the Company. On August 19, 2021, Dr. Neil Campbell, former President, Chief Executive Officer and director of the Company, and Bruce Harmon, former Chief Financial Officer and Secretary of the Company, each filed a Complaint and Demand for Jury Trial against the Company and Insperity Peo Services, L.P., a Delaware limited partnership (“Insperity”), a joint employer of Dr. Campbell and Mr. Harmon with the Company under a Client Service Agreement, dated November 30, 2020 (collectively, the “Campbell/Harmon Complaints”). Both Campbell/Harmon Complaints allege that the Company and Insperity violated Section 448.105 of the Florida Private Whistleblower Act as a result of the constructive terminations of Dr. Campbell and Mr. Harmon after the occurrence of violations federal and state law, including federal securities law, at the Company that exposed Dr. Campbell and Mr. Harmon to civil and criminal forms of liability and that the Company was not addressing to their satisfaction. Both Campbell/Harmon Complaints demand approximately $30,000 - $50,000 in back pay and benefits, interest on back pay, front pay and/or lost earning capacity, compensatory damages, costs and attorney’s fees, and such other relief as the court deems equitable. We intend to vigorously defend against these claims. These cases are currently in arbitration. Contingencies a. On July 13, 2019, the Company signed a consulting agreement, whereby the individual will receive: ● $30,000 per month through July 13, 2022. ● Option to purchase 62,500 shares of common stock at a strike price of $6.00, which vest monthly through July 13, 2021. The vesting of these options was accelerated by the Board of Directors on September 2, 2020. ● Royalties based on sales of Krillase assets, equal to 10% of net sales of the product. During the year ended December 31, 2021, no revenues were derived from sales of Krillase product. b. As part of the DuraGraft Acquisition, completed on July 31, 2020 (Note 2), the Company entered into the Agreement with Somah stockholders, whereby Marizyme is legally obligated to pay royalties on all net sales for Somahlution, Inc. The royalties associated with the Agreement are calculated as follows: Royalties on U.S. sales equal to: ● 5% on the first $50,000,000 of net sales, ● 4% on net sales of $50,000,001 up to $200,000,000, and ● 2% on net sales over $200,000,000. Royalties on sales outside of the U.S.: ● 6% on the first $50,000,000 of net sales, ● 4% on net sales of $50,000,001 up to $200,000,000, and ● 2% on net sales over $200,000,000. The royalties are in perpetuity. As December 31, Company revenues Krillase Upon receiving FDA approval for the DuraGraft product, the Company will: ● Issue performance warrants with a strike price determined based on the average of the closing prices of the Company’s common stock for the 30 calendar days following the date of the public announcement of the FDA approval; and ● Upon liquidation of all or substantially all of the assets relating to DuraGraft, the Company will pay 15% of the net sale proceeds up to $20 million. c. The Company has entered into arrangements for office and laboratories spaces. As at December 31, 2021, minimum lease payments in relation to lease commitments are payable as described in Note 3. Risks and Uncertainties Starting in late 2019, a novel strain of the coronavirus, or COVID-19, began to rapidly spread around the world and every state in the United States. At this time, there continues to be significant volatility and uncertainty relating to the full extent to which the COVID-19 pandemic and the various responses to it will impact our business, operations and financial results. Most states and cities have at various times instituted quarantines, restrictions on travel, “stay at home” rules, social distancing measures and restrictions on the types of businesses that could continue to operate, as well as guidance in response to the pandemic and the need to contain it. As a result, 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. While there 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. In addition, we are dependent upon certain contract manufacturers and suppliers and their ability to reliably and efficiently fulfill our orders is critical to our business success. The COVID-19 pandemic has impacted and may continue to impact certain of our manufacturers and suppliers. As a result, we have faced and may continue to face delays or difficulty sourcing certain products, which could negatively affect our business and financial results. The spread of COVID-19 has also adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The pandemic has resulted, and may continue to result, in a significant disruption of global financial markets, which may reduce our ability to access capital in the future, which could negatively affect our liquidity. If the COVID-19 pandemic does not continue to slow and the spread of COVID-19 is not contained, our business operations, including those of contract manufacturers, could be further delayed or interrupted. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs. It is not possible to reliably measure or quantify the impact COVID-19 has had on the financial results of the Company. If the COVID-19 pandemic continues for an extended period, it may materially adversely impact business operations and, consequently, future financial results. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS The Financial Industry Regulatory Authority, Inc. (“FINRA”) Staff determined that certain securities previously received by each of Univest Securities, LLC (“Univest”) and Bradley Richmond, a registered representative of Univest, in connection with the following transactions with the Company constituted underwriting compensation in connection with the Company’s anticipated public offering pursuant to FINRA Rule 5110, based on the FINRA Staff’s interpretation of such rule: (a) the Company’s Units Private Placement conducted between May 2021 and August 2022, (b) the My Health Logic acquisition, (c) a consulting agreement that the Company entered into with Mr. Richmond in September 2020, and (d) a stock option exercisable for 68,437 shares of common stock received by Mr. Richmond from one of the Company’s former executives in March 2022. Consequently, each of Univest and Mr. Richmond, pursuant to a letter agreement entered into with the Company (the “October 2022 Letter Agreement”), agreed to forego their applicable rights to an aggregate of 416,604 shares of common stock beneficially owned by them collectively (including shares of common stock and shares of common stock issuable upon exercise and conversion, as applicable, of warrants, as applicable, convertible notes and a stock option), which were issued pursuant to the transactions listed above. Pursuant to the October 2022 Letter Agreement, the parties thereto agreed that the cancellation or disposal of the aforementioned securities shall be without recourse by either Univest or Mr. Richmond. Each of Univest and Mr. Richmond strongly disagrees with the FINRA Staff’s interpretation and application of FINRA Rule 5110 to the securities described in the October 2022 Letter Agreement. | 11. Subsequent Events We evaluated subsequent events through the date on which the consolidated financial statements were issued and except as noted below, no events require recognition or disclosure. Subsequent to the year ended December 31, 2021, we conducted the following additional closings of our units private placement in which we accepted the indicated non-cash forms of consideration in exchange for units in the private placement: ● On January 13, 2022, we issued to a consultant 5,714 units at a price of $7.00 per unit in exchange for their services. The units consist of Convertible Notes in the aggregate principal amount of $40,000 and Class C warrants for the purchase of 11,429 shares of our common stock. ● On January 24, 2022, we issued to two unrelated investors a total of 39,811 units at a price of $7.00 per unit in exchange for the assumption, cancellation, and conversion of principal notes of our subsidiary My Health Logic. The units consist of Convertible Notes in the aggregate principal amount of $278,678 and Class C warrants for the purchase of 54,623 shares of our common stock. ● On January 24, 2022, we issued to the representative and its designee, Bradley Richmond, our former licensing and market advisor and former Acting Vice President of Finance, a total of 42,857 units at a price of $7.00 per unit in exchange for services provided to us in connection with our acquisition of My Health Logic. The units consist of Convertible Notes in the aggregate principal amount of $300,000 and Class C warrants for the purchase of 85,500 shares of our common stock. ● On January 26 and February 14, 2022, in exchange for services of Mr. Richmond, we granted to him 75,000 warrants to purchase an aggregate 75,000 shares of our common stock at an exercise price of $0.04 per share. On March 15, 2022, Mr. Richmond exercised 75,000 of warrants issued to him subsequently to the year end, upon which Marizyme issued to Mr. Richmond 75,000 shares of common stock. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses, summarized by major category, as of December 31, 2021 and 2020 consists of the following: December 31, December 31, Trade accounts payable $ 1,465,860 $ 325,830 Accrued expenses 8,215 21,555 Accrued compensation expenses 122,072 130,718 Total accounts payable and accrued expenses $ 1,596,147 $ 478,103 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled. The Company is subject to taxation in the US and Canada. The following table provides a breakdown of net loss between domestic and foreign jurisdictions for the years ended December 31, 2021 and 2020: December 31, December 31, Net loss - domestic $ (10,997,929 ) $ (5,845,053 ) Net loss foreign - - Total $ (10,997,929 ) $ (5,845,053 ) The 2017 Tax Act created a new requirement that, for the periods beginning after January 1, 2018, certain income (referred to as global intangible low taxed income or “GILTI”) earned by foreign subsidiaries in excess of a deemed return on tangible assets of foreign corporations must be included in U.S. taxable income. The GILTI income is eligible for a deduction, which lowers the effective tax rate to 10.5% for calendar years 2018 through 2025 and 13.125% after 2025. Under U.S. GAAP, companies are allowed to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which a company is subject to the rules - the period cost method, or (ii) account for GILTI in a company’s measurement of deferred taxes - the deferred method. The Company elected to account for GILTI in the period the tax is incurred. The Company did not generate any GILTI during the year ended December 31, 2021. As of December 31, 2021, and 2020, the Company has net operating loss carry forwards of $41,706,000 and $30,971,000, respectively. The net operating loss carryforwards are expected to expire at various times through 2041. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes for fiscal year 2021 and 2020), as follows: December 31, December 31, Tax expense (benefit) at the statutory rate $ (2,309,565 ) $ (1,227,461 ) Non-deductible items 620,855 384,991 Deferred true-ups (119,782 ) 124,206 Change in valuation allowance (2,309,565 ) 718,264 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax years 2021 and 2020 remain open to examination by federal agencies and other jurisdictions in which it operates. The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2021 and 2020, are as follows: December 31, December 31, Deferred tax assets: Net operating loss carryforward $ 8,758,337 $ 6,504,000 Lease liability 277,142 277,000 Deferred tax assets before valuation allowance 9,035,479 6,781,000 Less: deferred tax asset valuation allowance (5,093,324 ) (3,284,382 ) Total deferred tax asset after valuation allowance 3,942,155 3,496,618 Deferred tax liabilities: Intangible assets (3,665,013 ) (3,219,618 ) Fixed assets (277,142 ) (277,000 ) Total deferred tax liabilities 3,942,155 3,496,618 Total net deferred tax asset (liability) $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets for 2021 and 2020 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $5,093,000 and $3,284,000 as of December 31, 2021 and 2020, respectively. The Company is evaluating the foreign reporting requirements as it relates to revenue from foreign sources and has determined that any accrual would not be material. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company does not expect that the NOL carryback provision of the CARES Act would result in a material cash benefit to them. |
Reverse Stock Split
Reverse Stock Split | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Stock Split [Abstract] | |
Reverse Stock Split | 12. Reverse Stock Split On August 1, 2022, the Board of Directors (the “Board”) of Marizyme approved a reverse stock split of the Company’s authorized and outstanding common stock at a ratio of 1-for-4. On August 3, 2022, the Company effected the reverse stock split by filing a Certificate of Change with the Secretary of State of the State of Nevada. As a result, the total number of shares of common stock held by each stockholder was converted automatically into the number of whole shares of common stock equal to the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the reverse stock split, divided by four, subject to rounding of fractional shares. The Company expects that the reverse stock split will be reflected in the trading price of the common stock after the Financial Industry Regulatory Authority, Inc. (“FINRA”) completes its processing of the reverse stock split, which is expected to be the date on which the common stock is listed on the Nasdaq Capital Market tier operated by Nasdaq in the event that the Company’s listing application to Nasdaq is approved. As a result of the reverse stock split, there are approximately 10,207,212 shares of common stock outstanding, not including the shares of common stock included in the units that the Company expects to issue in this public offering or upon any exercise of the Over-Allotment Option or of any warrants included in the units issued to investors or of the representative’s warrant. No fractional shares have been or will be issued, and no cash or other consideration has been or will be paid. Instead, the Company issued one whole share of the post- reverse stock split common stock to any stockholder who otherwise would have received a fractional share as a result of the reverse stock split. The Company’s existing shareholders’ percentage ownership interests in the Company remains the same following the reverse stock split (subject to rounding of fractional shares). |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries: My Health Logic Inc (“My Health Logic” or “MHL”), Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”), (collectively – “Somah”), and Marizyme Sciences, Inc. (“Marizyme Sciences”). All intercompany transactions have been eliminated on consolidation. The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022 (the “2021 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2021 was derived from audited consolidated financial statements included in the 2021 Form 10-K but does not include all disclosures required by U.S. GAAP for complete financial statements. The Company’s significant accounting policies are described in Note 1 to those consolidated financial statements. Interim results may not be indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements reflect all adjustments which in the opinion of management are necessary to fairly present the results of operations, financial condition, cash flows and stockholders’ equity for the periods indicated. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The accompanying consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries, Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”), Marizyme Sciences, Inc. (“Marizyme Sciences”), and My Health Logic, Inc. (“My Health Logic”). All intercompany transactions have been eliminated on consolidation. |
Deferred Offering Cost | Deferred Offering Cost The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process capital stock financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations. The Company had no deferred offering costs as of December 31, 2021. As of September 30, 2022, the Company had recorded deferred offering costs of $271,240 reported as a prepaid expense on the accompanying balance sheets. | |
Use of Estimates | Use of Estimates The preparation of the 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 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, recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, derivative liabilities, contingent liabilities and deferred tax valuations. | Use of Estimates The preparation of the 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 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, recoverability of long-term assets including intangible assets and goodwill, amortization expense, valuation of warrants, stock-based compensation, derivative liabilities, contingent liabilities, and deferred tax valuations. |
Fair Value Measurements | Fair Value Measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1 – Quoted prices for identical assets or liabilities in active markets. ● Level 2 – Quoted prices for identical or similar assets and liabilities in markets that are not active; or other model-derived valuations whose inputs are directly or indirectly observable or whose significant value drivers are observable. ● Level 3 – Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable and for which assumptions are used based on management estimates. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. The carrying amounts of certain accounts and other receivables, accounts payable and accrued expenses, notes payable, and amounts due to related parties approximate fair value due to the short-term nature of these instruments. The fair value of lease obligations is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The contingent liabilities assumed on the acquisition of Somah in 2020 consist of present values of royalty payments, performance warrants and pediatric voucher warrants, future rare pediatric voucher sales, and liquidation preference. Management measured these contingencies in accordance with Level 3 of the fair value hierarchy. i. The performance warrants and pediatric vouchers warrants liabilities were valued using a Monte Carlo simulation model utilizing the following weighted average assumptions: risk free rate of 1.19%, expected volatility of 69.62%, expected dividend of $0, and expected life of 5.96 years. For the three and nine months ended September 30, 2022, changes in these assumptions resulted in $1,999,000 decrease and $899,000 increase in fair value of these liabilities, respectively. At September 30, 2022, the fair market value of performance warrants and pediatric vouchers warrants liabilities was $5,251,000 (December 31, 2021 – $4,352,000). ii. The present value of royalty payments was measured using the scenario-based methodology. In assessing the value attributed to the royalty payments, the estimated future cash flows were discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the revenue from net sales of the product. The cash flows derived from the Company’s fifteen-year strategic plan are based on managements’ expectations of market growth, industry reports and trends, and past performances. These projections are inherently uncertain due to the evolving impact of the COVID-19 pandemic. The discounted cash flow model included projections surrounding revenue, discount rates, and growth rates. The discount rates used to calculate the present value of royalty payments reflect specific risks of the Company and market conditions and the mid-range was estimated at 20.6%. For the three and nine months ended September 30, 2022, changes in these assumptions resulted in $516,000 and $1,288,000 increase in fair value of this liability, respectively. At September 30, 2022, the fair market value of royalty payments was $5,276,000 (December 31, 2021 – $3,988,000). iii. Rare pediatric voucher sales liability was valued based on the scenario-based methodology where the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset – 20.6%. For the three and nine months ended September 30, 2022, changes in these assumptions resulted in $8,000 and $56,000 decrease in fair value of this liability, respectively. At September 30, 2022, the fair market value of rare pediatric voucher sales liability was $1,094,000 (December 31, 2021 – $1,150,000). iv. The present value of liquidation preference liability, included in the contingent consideration, was determined using the Black-Scholes option pricing method and represents the fair value of the maximum payment amount according to the agreement. The following assumptions were used in the Black-Scholes option pricing model: risk free rate of 0.21%, expected volatility of 78.93%, expected dividend of $0, and expected life of 5 years. No changes to the fair value of liquidation preference liability were recorded in the three and nine months ended September 30, 2022. At September 30, 2022, the fair market value of liquidation preference was $1,823,000 (December 31, 2021 – $1,823,000). The derivative liabilities consist of optional and automatic conversion features and the share redemption feature attached to the convertible notes, issued pursuant to the Unit Purchase Agreement (Note 7). The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. Marizyme measures the following financial instruments at fair value on a recurring basis. As at September 30, 2022, and December 31, 2021, the fair values of these financial instruments were as follows: Fair Value Hierarchy September 30, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,923,725 Contingent liabilities - - 13,444,000 Total $ - $ - $ 18,367,725 Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 2,485,346 Contingent liabilities - - 11,313,000 Total $ - $ - $ 13,798,346 The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: Derivative and Contingent Liabilities Balance at December 31, 2021 $ 13,798,346 Change in fair value of contingent liabilities 2,131,000 Derivative liabilities issued pursuant to Unit Purchase Agreement 2,438,379 Balance at September 30, 2022 $ 18,367,725 The Company had $9,845,648 | Fair Value Measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1 - Quoted prices for identical assets or liabilities in active markets. ● Level 2 - Quoted prices for identical or similar assets and liabilities in markets that are not active; or other model-derived valuations whose inputs are directly or indirectly observable or whose significant value drivers are observable. ● Level 3 - Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable and for which assumptions are used based on management estimates. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The fair value of lease obligations is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The contingent liabilities assumed on the acquisition of Somah (Note 2) consist of present values of royalty payments, performance warrants and pediatric voucher warrants, future rare pediatric voucher sales, and liquidation preference. Management measured these contingencies in accordance with Level 3 of the fair value hierarchy. i. The performance warrants and pediatric vouchers warrants liabilities were valued using a Monte Carlo simulation model utilizing the following weighted average assumptions: risk free rate of 1.19%, expected volatility of 69.62%, expected dividend of $0, and expected life of 6.21 years. For the year ended December 31, 2021, changes in these assumptions resulted in $417,000 decrease in fair value of these liabilities. At December 31, 2021 the fair market value of performance warrants and pediatric vouchers warrants liabilities was $4,352,000. ii. The present value of royalty payments was measured using the scenario-based methodology. In assessing the value attributed to the royalty payments, the estimated future cash flows were discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the revenue from net sales of the product. The cash flows derived from the Company’s fifteen-year strategic plan are based on managements’ expectations of market growth, industry reports and trends, and past performances. These projections are inherently uncertain due to the evolving impact of the COVID-19 pandemic. The discounted cash flow model included projections surrounding revenue, discount rates, and growth rates. The discount rates used to calculate the present value of royalty payments reflect specific risks of the Company and market conditions and the mid-range was estimated at 20.6%. For the year ended December 31, 2021, changes in these assumptions resulted in $1,802,000 increase in fair value of these liabilities. At December 31, 2021 the fair market value of royalty payments was $3,988,000. iii. Rare pediatric voucher sales liability was valued based on the scenario-based methodology where the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset - 20.6%. For the year ended December 31, 2021, changes in these assumptions resulted in $2,000 increase in fair value of this liability. At December 31, 2021 the fair market value of rare pediatric vouchers was $1,150,000. iv. The present value of liquidation preference liability, included in the contingent consideration, was determined using the Black-Scholes option pricing method and represents the fair value of the maximum payment amount according to the Agreement. The following assumptions were used in the Black-Scholes option pricing model: risk free rate of 0.21%, expected volatility of 78.93%, expected dividend of $0, and expected life of 5 years. No changes to the fair value of liquidation preference liability were recorded in the year ended December 31, 2021. At December 31, 2021 the fair market value of liquidation preference was $1,823,000. The derivative liabilities consisted of optional and automatic conversion features and the share redemption feature attached to the convertible notes, issued pursuant to the Unit Purchase Agreement (Note 6). The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. Marizyme measures the following financial instruments at fair value on a recurring basis. At December 31, 2021 and 2020, the fair values of these financial instruments were as follows: Fair Value Hierarchy December 31, December 31, 2021 Level 1 Level 2 Level 3 2020 Liabilities Derivative liabilities $ - $ - $ 2,485,346 $ - Contingent liabilities - - 11,313,000 - Total $ - $ - $ 13,798,346 $ - The following table provides a roll forward of all liabilities measured at fair value using Level 3 significant unobservable inputs: Derivative and Contingent Liabilities Balance at December 31, 2020 - Derivative liabilities $ 391,648 Extinguishment of debt obligations (391,648 ) Derivative liabilities - amended Unit Purchase Agreement (Note 6) 2,485,346 Initial valuation of contingent liabilities assumed on Somah acquisition 1 9,926,000 Change in fair value 1,387,000 Balance at December 31, 2021 $ 13,798,346 1 Measured as at Somah acquisition date of July 31, 2020, see Note 2. |
Research and Development Expenses and Accruals | Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, and employee benefits, for individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials of Duragraft, and costs related to manufacturing Duragraft for clinical trials. The Company has entered into various research and development contracts with various organizations. Payments of these activities are based on the terms of the individual agreements which matches to the pattern of costs incurred. Payments made in advance are reflected in the accompanying balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be required in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. | Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, and employee benefits, those individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials of DuraGraft, and costs related to manufacturing DuraGraft for clinical trials. The Company has entered into various research and development contracts with various organizations and other companies. Payments of these activities are based on the terms of the individual agreements which matches to the pattern of costs incurred. Payments made in advances are reflected in the accompanying balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense for employees and directors is recognized in the Condensed Consolidated Statements of Operations based on estimated amounts, including the grant date fair value and the expected service period. For stock options, the Company estimates the grant date fair value using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and the expected term of the awards. The Company estimate the expected future volatility based on the stock’s historical price volatility. The stock’s future volatility may differ from the estimated volatility at the grant date. For restricted stock unit (“RSU”) equity awards, the Company estimates the grant date fair value using it’s closing stock price on the date of grant. The Company recognizes the effect of forfeitures in compensation expense when the forfeitures occur. The estimated forfeiture rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. The Company recognizes the value of the awards over the awards’ requisite service or performance periods. The requisite service period is generally the time over which share-based awards vest. | Stock-Based Compensation Share-based compensation expense for employees and directors is recognized in the Consolidated Statement of Operations based on estimated amounts, including the grant date fair value and the expected service period. For stock options, we estimate the grant date fair value using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and the expected term of the awards. We estimate the expected future volatility based on the stock’s historical price volatility. The stock’s future volatility may differ from the estimated volatility at the grant date. For restricted stock unit (“RSU”) equity awards, we estimate the grant date fair value using our closing stock price on the date of grant. We recognize the effect of forfeitures in compensation expense when the forfeitures occur. The estimated forfeiture rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. We recognize the value of the awards over the awards’ requisite service or performance periods. The requisite service period is generally the time over which our share-based awards vest. |
Comparative Information | Comparative Information To conform with the current period’s financial statement presentation, the Company reclassified certain professional fees, salaries, rent and repairs and maintenance expenses related to research and development activities for the three and nine months ended September 30, 2021, into the research and development expenses line item on the Condensed Consolidated Statements of Operations. Such reclassifications were not considered material and did not have any effect on the Company’s net loss for the three- and nine- month periods ended September 30, 2021. | Comparative Information To conform with the current year’s financial statement presentation, the Company reclassified certain professional fees, salaries, and rent expenses related to research and development activities for the year ended December 31, 2020 into research and development expenses line item on the Consolidated Statements of Operations. Such reclassifications were not considered material and did not have any effect on the Company’s net loss for the year ended December 31, 2020. |
Organization | Organization Maryzime, Inc. (the “Company” or “Marizyme”) is a Nevada corporation originally incorporated on March 20, 2007, under the name SWAV Enterprises, Ltd. On September 6, 2010, the Company name was changed to GBS Enterprises Inc. and from 2010 to September 2018 the Company was in the software products and advisory services business for email and instant messaging applications. The Company divested that business between December 2016 and September 2018 and focused on the acquisition of life science technologies. On March 21, 2018, the Company’s name was changed to Marizyme, Inc., to reflect the new life sciences focus. Marizyme’s common stock is currently quoted on the OTC Markets’ QB tier under the symbol “MRZM”. | |
Going Concern | Going Concern The Company’s consolidated financial statements are prepared using principals generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $47,823,563 at December 31, 2021. Additionally, the Company has working capital of $1,268,097 and $4,072,339 of cash on hand, which may not be sufficient to fund operations for the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing its business for the foreseeable future with neither the intention or necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to the laws and regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon its ability to continue to successfully develop its intangible assets, receive an approval from the U.S. Federal and Drug Administration to extend the selling of the products into the U.S. market which will allow the Company to attain profitable operations. During the next twelve months from the date the consolidated financial statements were issued, the Company’s foreseeable cash requirements will relate to continuous operations of its business, maintaining its good standing and making the required filing with the SEC, and the payment of expenses associated with its product development. The Company may experience a cash shortfall and be required to raise additional capital. Management intends to raise additional funds by way of a private or public offering. Subsequent to the year ended December 31, 2021, on February 14, 2021, Marizyme completed a preliminary prospectus with intention to raise up to $17,250,000. The proceeds from the offering will be used by the Company (i) to develop its DuraGraft, MATLOC, and Krillase platforms; (ii) to commercialize and produce its products, and (iii) for general working capital and other corporate purposes. While the Company believes in the viability of its strategy to continue to develop and expand its products and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The consolidated financial statements do not include any adjustments related 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. | |
Cash | Cash Cash include cash in readily available checking accounts. | |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. | |
Inventory | Inventory Inventory consisted of primarily finished goods and is valued at the lower of cost and net realizable value. 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 no inventory reserve was necessary as of December 31, 2021 and 2020. | |
Accounts Receivable | Accounts Receivable Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Accounts receivable are non-interest bearing and are due for settlement in full within 30 days. Trade receivables are shown net of allowance for bad or doubtful debts. | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and other receivables 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 December 31, 2021 or 2020. The Company did not record any bad debt expense in each of the years ended December 31, 2021 and 2020. | |
Property, Plant, and Equipment, Net | Property, Plant, and Equipment, Net Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Machinery, computer equipment and related software are depreciated over five to seven years. Furniture and fixtures are depreciated over four to seven years. Leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the related assets. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations. | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses. Intangible assets acquired as a result of an acquisition or in a business combination are measured at fair value at the acquisition date. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized over the estimated useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. | |
In-Process Research and Development | In-Process Research and Development The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company evaluates whether the acquired assets have a future alternative use. Intangible assets that do not have future alternative use are considered acquired in-process research and development (“IPR&D”). When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. These IPR&D assets are reviewed for impairment annually, or sooner if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and upon establishment of technological feasibility or regulatory approval. An impairment loss, if any, is calculated by comparing the fair value of the asset to its carrying value. If the asset’s carrying value exceeds its fair value, an impairment loss is recorded for the difference and its carrying value is reduced accordingly. Similar to the impairment test for goodwill, the Company may perform a qualitative approach for testing indefinite-lived intangible assets for impairment. The Company used the qualitative approach and concluded that it was more-likely-than-not that its indefinite-lived assets were not impaired during the years ended December 31, 2021 and 2020. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. No impairment losses have been recorded through December 31, 2021 and 2020. | |
Leases | Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. | |
Revenue Recognition | Revenue Recognition Pursuant to Topic 606, the Company recognizes revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be intitled in exchange for those goods or services. To achieve this core principle, Topic 606 outlines a five-step process for recognizing revenue from customer contracts that includes i) identification of the contract with a customer, ii) identification of the performance obligations in the contract, iii) determining the transaction price, iv) allocating the transaction price to the separate performance obligations in the contract, and v) recognizing revenue associated with performance obligations as they are satisfied. At contract inception, the Company assesses the goods or services promised within each contract and assess whether each promised good or service is distinct and determine those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. We have identified one performance obligation 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). As our products have an expiration date, if a product expires, we will replace the product at no charge. There were no significant judgements made in applying this topic. | |
Direct Cost of Revenue | Direct Cost of Revenue Cost of sales includes the actual cost of merchandise sold, and the cost of transportation of merchandise from our third-party vendor to our distributer. | |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. There were no interest and penalties as of December 31, 2021 and 2020. | |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested common stock, options and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities (warrants, stock options, and common shares subject to repurchase) would be antidilutive. | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board or other standard setting bodies on the Company’s consolidated financial statements as well as material updates to previous assessments. There were no new material accounting standards issued or adopted in year of 2021 that impacted the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of fair values of financial instruments | Fair Value Hierarchy September 30, 2022 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 4,923,725 Contingent liabilities - - 13,444,000 Total $ - $ - $ 18,367,725 Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Liabilities Derivative liabilities $ - $ - $ 2,485,346 Contingent liabilities - - 11,313,000 Total $ - $ - $ 13,798,346 | Fair Value Hierarchy December 31, December 31, 2021 Level 1 Level 2 Level 3 2020 Liabilities Derivative liabilities $ - $ - $ 2,485,346 $ - Contingent liabilities - - 11,313,000 - Total $ - $ - $ 13,798,346 $ - |
Schedule of roll forward of all liabilities measured at fair value | Derivative and Contingent Liabilities Balance at December 31, 2021 $ 13,798,346 Change in fair value of contingent liabilities 2,131,000 Derivative liabilities issued pursuant to Unit Purchase Agreement 2,438,379 Balance at September 30, 2022 $ 18,367,725 | Derivative and Contingent Liabilities Balance at December 31, 2020 - Derivative liabilities $ 391,648 Extinguishment of debt obligations (391,648 ) Derivative liabilities - amended Unit Purchase Agreement (Note 6) 2,485,346 Initial valuation of contingent liabilities assumed on Somah acquisition 1 9,926,000 Change in fair value 1,387,000 Balance at December 31, 2021 $ 13,798,346 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Acquisition (Tables) [Line Items] | ||
Schedule of details of the carrying amount and the fair value of identifiable assets and liabilities | Consideration given up Common shares $ 7,774,000 Total consideration given up $ 7,774,000 Fair value of identifiable assets acquired, and liabilities assumed Net working deficit $ (613,156 ) Property, plant, and equipment 12,500 Intangible assets 6,600,000 Goodwill 1,774,656 Total identifiable assets $ 7,774,000 | |
DuraGraft [Member] | ||
Acquisition (Tables) [Line Items] | ||
Schedule of details of the carrying amount and the fair value of identifiable assets and liabilities | Consideration Common shares $ 12,500,000 Warrants 1,200,000 Contingent consideration 1 9,926,000 Total consideration $ 23,626,000 Fair value of identifiable assets acquired, and liabilities assumed Net working capital $ 30,908 Property, plant, and equipment 9,092 Intangible assets 18,170,000 Goodwill 5,416,000 Total identifiable assets $ 23,626,000 1 During the year ended December 31, 2021, for the purposes of the final allocation of the purchase price consideration, contingent consideration was measured as of the date of Somah acquisition - July 31, 2020 and valued at $9,926,000. Since then, the fair market value of the contingent liabilities, measured in accordance with Level 3 of the fair value hierarchy, has increased by $1,387,000 to $11,313,000 as at December 31, 2021 (Note 1). | |
My Health Logic Inc. [Member] | ||
Acquisition (Tables) [Line Items] | ||
Schedule of details of the carrying amount and the fair value of identifiable assets and liabilities | Consideration given up Common shares $ 7,774,000 Total consideration given up $ 7,774,000 Fair value of identifiable assets acquired, and liabilities assumed Net working deficit $ (613,156 ) Property, plant, and equipment 12,500 Intangible assets 6,600,000 Goodwill 1,774,656 Total identifiable assets $ 7,774,000 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | ||
Schedule of summarizes supplemental balance sheet information related to the operating lease | September 30, December 31, Right-of-use assets $ 1, 576,445 $ 1,158,776 Operating lease liabilities, current $ 420,913 $ 277,142 Operating lease liabilities, non-current 1, 155,532 881,634 Total operating lease liabilities $ 1, 576,445 $ 1,158,776 | December 31, December 31, Right-of-use asset $ 1,158,776 $ 1,317,830 Operating lease liabilities, current $ 277,142 $ 243,292 Operating lease liabilities, non-current 881,634 1,074,538 Total operating lease liabilities $ 1,158,776 $ 1,317,830 |
Schedule of the maturities of the lease liabilities | 2022 $ 103,291 2023 423,495 2024 434,082 2025 444,934 2026 266,034 Total lease payments 1, 671,836 Less: Present value discount (95,391 ) Total $ 1, 576,445 | 2022 $ 277,142 2023 277,142 2024 277,142 2025 277,142 Thereafter 130,950 Total lease payments 1,239,518 Less: Present value discount (80,742 ) Total $ 1,158,776 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets amortization expense | September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Krillase intangible assets $ 28,600,000 $ - $ 28,600,000 $ 28,600,000 $ - $ 28,600,000 Patents in process 122,745 - 122,745 122,745 - 122,745 DuraGraft patent 5,256,000 (875,999 ) 4,380,001 5,256,000 (572,768 ) 4,683,232 Duragraft - Distributor relationship 308,000 (66,733 ) 241,267 308,000 (43,633 ) 264,367 Duragraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - 12,606,000 12,606,000 - 12,606,000 My Health Logic - Trade name 450,000 (24,911 ) 425,089 450,000 (804 ) 449,196 My Health Logic - Biotechnology 4,600,000 (209,706 ) 4,390,294 4,600,000 (6,765 ) 4,593,235 My Health Logic - Software 1,550,000 (80,083 ) 1,469,917 1,550,000 (2,583 ) 1,547,417 Total intangibles $ 53,492,745 $ (1,257,432 ) $ 52,235,313 $ 53,492,745 $ (626,553 ) $ 52,866,192 | Intangible Assets December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Krillase intangible assets $ 28,600,000 $ - $ 28,600,000 $ 28,600,000 $ - $ 28,600,000 Patents in process 122,745 - 122,745 119,971 - 119,971 DuraGraft patent 5,256,000 (572,768 ) 4,683,232 14,147,729 (589,489 ) 13,558,240 DuraGraft - Distributor relationship 308,000 (43,633 ) 264,367 - - - DuraGraft IPR&D - Cyto Protectant Life Sciences 12,606,000 - 12,606,000 - - - My Health Logic - Trade name 450,000 (804 ) 449,196 - - - My Health Logic - Biotechnology 4,600,000 (6,765 ) 4,593,235 - - - My Health Logic - Software 1,550,000 (2,583 ) 1,547,417 - - - Total intangible assets $ 53,492,745 $ (626,553 ) $ 52,866,192 $ 42,867,700 $ (589,489 ) $ 42,278,211 |
Schedule of goodwill | Goodwill DuraGraft My Health Logic Total Balance, December 31, 2020 $ - $ - $ - Additions on acquisitions 5,416,000 1,774,656 7,190,656 Impairment - - Balance, December 31, 2021 and September 30, 2022 $ 5,416,000 $ 1,774,656 $ 7,190,656 | DuraGraft My Health Total Balance, December 31, 2020 $ - $ - $ - Additions on acquisitions 5,416,000 1,774,656 7,190,656 Impairment - - - Balance, December 31, 2021 $ 5,416,000 $ 1,774,656 $ 7,190,656 |
Schedule of intangible assets | Balance, December 31, 2020 $ 42,278,211 Acquired in Somah Transaction 4,022,271 Acquired in My Health Logic Transaction 6,600,000 Additions 2,775 Amortization expense (37,065 ) Balance, December 31, 2021 $ 52,866,192 Amortization expense ( 630,879 ) Balance, September 30, 2022 $ 52, 235,313 | Balance, December 31, 2019 $ 28,613,000 Acquired in asset purchase agreement 14,147,729 Additions 106,971 Amortization expense (589,489 ) Balance, December 31, 2020 $ 42,278,211 Acquired in Somah Transaction 1 4,022,271 Acquired in MHL Transaction 6,600,000 Additions 2,775 Amortization expense 1 (37,065 ) Balance, December 31, 2021 $ 52,866,192 1 To account for Somah Transaction measurement period adjustments, the Company restated the Quarterly Report on Form 10-Q for the three and six month ended June 30, 2021, originally filed on August 23, 2021. As a result of the restatement, the value of DuraGraft intangibles purchased with the Somah Transaction increased by $4,022,271 and related overestimated amortization of the intangibles decreased by $898,026 for the year ended December 31, 2021. |
Convertible Promissory Notes _2
Convertible Promissory Notes and Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of convertible notes | Convertible Notes, Net of Debt Discount Balance, December 31, 2021 $ 26,065 Convertible notes issued - new securities 7,315,138 Issuance costs (535,717 ) Debt discount (6,779,421 ) Debt accretion 1,622,730 Balance, September 30, 2022 $ 1,648,795 | December 31, December 31, Convertible notes issued - original securities $ 1,174,945 $ - Issuance costs (105,745 ) - Debt discount (964,153 ) - Debt accretion 90,611 - Extinguishment of debt in connection with December 2021 Exchange Agreements (195,658 ) - Convertible notes issued - new securities, outstanding at December 31, 2021 7,456,039 - Issuance costs (671,044 ) Debt discount (6,784,995 ) - Debt accretion 26,065 - Convertible notes, net of debt discount $ 26,065 $ - |
Schedule of convertible notes, net of debt discount outstanding | September 30, 2022 December 31, 2021 Convertible notes - total principal $ 14,771,177 $ 7,482,104 Unamortized issuance costs and discount (13,122,382 ) (7,456,039 ) Convertible notes, net of debt discount $ 1,648,795 $ 26,065 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of option activity | Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Total Intrinsic Value Outstanding at December 31, 2020 950,236 $ 5.44 8.82 Granted 383,125 6.04 Forfeited (420,625 ) 5.44 Outstanding at December 31, 2021 912,736 $ 4.96 8.34 $ 1,951,117 Granted 100,000 8.80 9.69 - Expired (15,625 ) 5.00 8.08 40,626 Forfeited (15,625 ) 5.00 8.08 40,624 Outstanding at September 30, 2022 981,486 5.33 7.79 2,344,489 Exercisable at September 30, 2022 762,666 $ 4.68 7.35 $ 2,256,558 | Number of Weighted Weighted Total Intrinsic Value Outstanding at December 31, 2019 678,750 $ 6.00 9.48 Granted 335,000 5.00 Exercised (63,514 ) 4.08 Outstanding at December 31, 2020 950,236 $ 5.44 8.82 Granted 383,125 6.04 Forfeited (420,625 ) 5.44 Outstanding at December 31, 2021 912,736 $ 4.96 8.34 $ 1,951,117 Exercisable at December 31, 2021 599,843 $ 4.28 7.70 $ 1,685,099 |
Schedule of options outstanding | Exercise Price Number of Number of Weighted Average Intrinsic Value $ 4.04 496,486 496,486 6.68 $ 1,767,489 5.00 135,000 131,180 8.41 351,000 5.48 50,000 50,000 7.88 106,000 7.00 200,000 70,000 9.16 120,000 8.80 100,000 15,000 9.69 - $ 5.33 981,486 762,666 7.79 $ 2,344,489 | Exercise Price Number of Number of Weighted Average Intrinsic Value $ 4.04 496,486 496,489 7.43 $ 1,509,317 5.00 166,250 53,357 9.09 110,983 5.48 50,000 40,000 8.63 64,000 7.00 200,000 10,000 9.84 800 $ 4.96 912,736 2,399,371 8.34 $ 1,951,117 |
Schedule of warrants outstanding | Number Weighted Average December 31, 2020 848,410 $ 18.52 Issued pursuant to Unit Purchase Agreement 2,130,295 9.00 Issued 57,499 5.56 December 31, 2021 3,036,204 $ 11.60 Issued pursuant to Unit Purchase Agreement 2,090,035 9.00 Issued 219,598 4.64 Exercised (75,000 ) 0.04 Expired (28,407 ) 12.00 September 30, 2022 5,242,430 $ 10.43 | Number Weighted December 30, 2019 28,407 $ 12.00 Issued on Somah acquisition 749,984 20.00 Issued 70,003 5.52 December 30, 2020 848,394 $ 8.52 Issued pursuant to Unit Purchase Agreement 2,130,292 9.00 Issued 57,499 5.56 December 31, 2021 3,036,185 $ 8.80 |
Schedule of Share Based Stock Option Valuation Assumptions | 2021 2020 Risk-free interest rate 1.09 % 0.93 % Volatility 252.08 % 241.88 % Exercise price $ 6.04 $ 5.48 Dividend yield 0 % 0 % Forfeiture rate 0 % 0 % Expected life (years) 6.38 10.00 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | December 31, December 31, Trade accounts payable $ 1,465,860 $ 325,830 Accrued expenses 8,215 21,555 Accrued compensation expenses 122,072 130,718 Total accounts payable and accrued expenses $ 1,596,147 $ 478,103 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net loss between domestic and foreign jurisdictions | December 31, December 31, Net loss - domestic $ (10,997,929 ) $ (5,845,053 ) Net loss foreign - - Total $ (10,997,929 ) $ (5,845,053 ) |
Schedule of tax expense for Federal income tax purposes | December 31, December 31, Tax expense (benefit) at the statutory rate $ (2,309,565 ) $ (1,227,461 ) Non-deductible items 620,855 384,991 Deferred true-ups (119,782 ) 124,206 Change in valuation allowance (2,309,565 ) 718,264 Total $ - $ - |
Schedule of company’s deferred tax assets and liabilities | December 31, December 31, Deferred tax assets: Net operating loss carryforward $ 8,758,337 $ 6,504,000 Lease liability 277,142 277,000 Deferred tax assets before valuation allowance 9,035,479 6,781,000 Less: deferred tax asset valuation allowance (5,093,324 ) (3,284,382 ) Total deferred tax asset after valuation allowance 3,942,155 3,496,618 Deferred tax liabilities: Intangible assets (3,665,013 ) (3,219,618 ) Fixed assets (277,142 ) (277,000 ) Total deferred tax liabilities 3,942,155 3,496,618 Total net deferred tax asset (liability) $ - $ - |
Going Concern (Details)
Going Concern (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Going Concern (Details) [Line Items] | |||
Accumulated deficit | $ (62,425,070) | $ (47,823,563) | $ (36,825,634) |
Working capital | 735,525 | 1,268,097 | |
Cash | 1,182,248 | 4,072,339 | |
Going Concern [Member] | |||
Going Concern (Details) [Line Items] | |||
Accumulated deficit | $ 62,425,070 | $ 47,823,563 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Deferred offering costs | $ 271,240 | $ 271,240 | ||
Risk free rate | 1.19% | 1.09% | 0.93% | |
Expected volatility rate | 69.62% | 252.08% | 241.88% | |
Expected dividend amount | $ 0 | |||
Warrants term | 5 years 11 months 15 days | 5 years 11 months 15 days | 5 years | |
Increase in fair value of these liabilities | $ 1,999,000 | $ 899,000 | ||
Warrants liabilities | 5,251,000 | $ 4,352,000 | ||
Estimated interest rate | 20.60% | |||
Liabilities fair value adjustment | 516,000 | 1,288,000 | $ 1,802,000 | |
Royalty payments | $ 5,276,000 | 3,988,000 | ||
Specific interest rate | 20.60% | |||
Market value | 1,094,000 | $ 1,094,000 | $ 1,150,000 | |
Expected volatility | 69.62% | |||
Expected dividend | $ 0 | |||
Expected life | 6 years 4 months 17 days | 10 years | ||
Liquidation preference fair market value | 1,823,000 | 1,823,000 | $ 1,823,000 | |
Contingent liabilities | ||||
Accumulated deficit | (62,425,070) | (62,425,070) | (47,823,563) | $ (36,825,634) |
Cash | 1,182,248 | 1,182,248 | 4,072,339 | |
Proceeds from offering | 5,000,000 | 17,250,000 | ||
Decrease fair value liabilities | 417,000 | |||
Warrants liabilities | $ 4,352,000 | |||
Discount rate percentage | 20.60% | |||
Royalties payments | $ 3,988,000 | |||
Pre tax discount rate percentage | 20.60% | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Furniture and fixtures depreciated | 5 years | |||
Minimum [Member] | Property, Plant and Equipment [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Furniture and fixtures depreciated | 4 years | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Furniture and fixtures depreciated | 7 years | |||
Maximum [Member] | Property, Plant and Equipment [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Furniture and fixtures depreciated | 7 years | |||
Fair Value Hedging [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Liabilities fair value adjustment | 8,000 | $ 56,000 | ||
Liquidation Preference [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Risk free rate | 0.21% | 0.21% | ||
Expected volatility | 78.93% | 78.93% | ||
Expected dividend | $ 0 | $ 0 | ||
Expected life | 5 years | 5 years | ||
Liquidation preference fair market value | $ 1,823,000 | |||
Scenario, Adjustment [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Liabilities fair value adjustment | 2,000 | |||
Going Concern [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Accumulated deficit | $ 62,425,070 | $ 62,425,070 | 47,823,563 | |
Working Capital | $ 1,268,097 | |||
Fair Value Measurements [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Risk free rate | 1.19% | |||
Expected life | 6 years 2 months 15 days |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of fair values of financial instruments - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Hierarchy, Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Contingent liabilities | ||
Total | ||
Fair Value Hierarchy, Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Contingent liabilities | ||
Total | ||
Fair Value Hierarchy, Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | 4,923,725 | 2,485,346 |
Contingent liabilities | 13,444,000 | 11,313,000 |
Total | $ 18,367,725 | $ 13,798,346 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of roll forward of all liabilities measured at fair value - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative and Contingent Liabilities | ||
Balance at December 31, 2021 | $ 13,798,346 | |
Change in fair value of contingent liabilities | 2,131,000 | |
Derivative liabilities issued pursuant to Unit Purchase Agreement | 2,438,379 | $ 2,485,346 |
Balance at September 30, 2022 | $ 18,367,725 | $ 13,798,346 |
Acquisition (Details)
Acquisition (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 22, 2021 | Jul. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 01, 2022 | |
Acquisition (Details) [Line Items] | ||||||||||
Common shares issued (in Shares) | 10,132,212 | 416,604 | 416,604 | |||||||
Common shares outstanding (in Shares) | 10,132,212 | 10,207,212 | 10,207,212 | 10,132,212 | 10,207,212 | |||||
Economic life | 10 years | |||||||||
Aggregate notes payable | $ 468,137 | $ 468,137 | ||||||||
Notes payable interest rate | 9% | 9% | ||||||||
Interest expense | $ 4,538 | $ 15,124 | ||||||||
Aggregate notes payable | 14,771,177 | 14,771,177 | $ 7,482,104 | |||||||
Notes payable | $ 213,563 | $ 213,563 | $ 469,252 | |||||||
Weighted average cost of capital | 37.50% | 37.50% | 33.80% | |||||||
Prepaid royalties | $ 339,091 | $ 339,091 | $ 339,091 | $ 344,321 | ||||||
Warrants to purschase common stock (in Shares) | 749,984 | |||||||||
Stike price per share (in Dollars per share) | $ 20 | |||||||||
Warrants term | 5 years 11 months 15 days | 5 years 11 months 15 days | 5 years | |||||||
Net sales percent | 6% | |||||||||
International net sales | $ 50,000,000 | |||||||||
Deferred revenue, period increase (decrease) | $ 200,000,000 | |||||||||
Cash payment percentage | 10% | |||||||||
Liquidation preference | $ 20,000,000 | |||||||||
Proceeds of net sale percentage | 15% | |||||||||
Purchase price consideration | $ 7,774,000 | |||||||||
Contingent consideration liability | ||||||||||
Stock exchange acquisition common stock (in Shares) | 10,207,212 | 10,207,212 | 10,132,212 | 8,982,212 | ||||||
Common stock, shares,outstanding (in Shares) | 10,207,212 | 10,207,212 | 10,132,212 | 8,982,212 | ||||||
Marizyme [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Stock exchange acquisition common stock (in Shares) | 10,132,212 | |||||||||
Common stock, shares,outstanding (in Shares) | 10,132,212 | |||||||||
Royalties [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Net sales percent | 5% | |||||||||
International net sales | $ 50,000,000 | |||||||||
Royalties [Member] | Minimum [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Net sales percent | 4% | |||||||||
Royalties [Member] | Maximum [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Net sales percent | 2% | |||||||||
Deferred revenue, period increase (decrease) | $ 50,000,000 | |||||||||
Net sales greater | $ 200,000,000 | |||||||||
Common Stock [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Restricted shares issued (in Shares) | 2,500,000 | |||||||||
Performance Warrants [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Warrants to purschase common stock (in Shares) | 1,000,000 | |||||||||
Pediatric Voucher Warrants [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Warrants to purschase common stock (in Shares) | 62,500 | |||||||||
Warrants term | 5 years | |||||||||
Trade Name [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Economic life | 14 years | |||||||||
Software [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Economic life | 15 years | |||||||||
Lab on Chip Technology [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Economic life | 17 years | |||||||||
Somah Acquisition [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Purchase price consideration | $ 9,926,000 | |||||||||
Somah Acquisition [Member] | Minimum [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Contingent consideration liability | $ 1,387,000 | |||||||||
Somah Acquisition [Member] | Maximum [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Contingent consideration liability | $ 11,313,000 | |||||||||
My Health Logic Inc. [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Notes payable interest rate | 9% | |||||||||
Notes payable | $ 468,137 | |||||||||
Weighted average cost of capital | 37.50% | |||||||||
Purchase price consideration | $ 7,774,000 | |||||||||
Debt maturity date | Aug. 12, 2022 | |||||||||
Interest expense on notes payable | $ 1,115 | |||||||||
My Health Logic Inc. [Member] | Trade Name [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Economic life | 14 years | |||||||||
My Health Logic Inc. [Member] | Lab On Chip Technology [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Economic life | 17 years | |||||||||
My Health Logic Inc. [Member] | Software Development [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Economic life | 15 years | |||||||||
Health Logic Interactive Inc. [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Common shares issued (in Shares) | 1,500,000 | |||||||||
Common shares held and administered (in Shares) | 57,499 | |||||||||
Percentage of issued and outstanding | 11.35% | |||||||||
Unit Purchase Agreement [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Aggregate notes payable | $ 278,678 | $ 278,678 | ||||||||
DuraGraft [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Economic life | 13 years | |||||||||
HL II Holding [Member] | ||||||||||
Acquisition (Details) [Line Items] | ||||||||||
Stock exchange acquisition common stock (in Shares) | 1,150,000 | |||||||||
Common stock issued held and administered (in Shares) | 57,499 | |||||||||
Total number of issued and outstanding percnet | 11.35% |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of details of the carrying amount and the fair value of identifiable assets and liabilities | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Consideration given up | |
Common shares | $ 7,774,000 |
Total consideration given up | 7,774,000 |
Fair value of identifiable assets acquired, and liabilities assumed | |
Net working deficit | (613,156) |
Property, plant, and equipment | 12,500 |
Intangible assets | 6,600,000 |
Goodwill | 1,774,656 |
Total identifiable assets | $ 7,774,000 |
Leases (Details)
Leases (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 11, 2021 USD ($) m² | Dec. 11, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 01, 2022 m² | |
Leases (Details) [Line Items] | |||||||||
Lease term | 5 years 6 months | 3 years 9 months 29 days | 3 years 9 months 29 days | ||||||
Administrative office and laboratories space (in Square Meters) | m² | 10,300 | 3,053 | |||||||
Payments for Rent | $ 103,291 | $ 77,357 | $ 324,544 | $ 168,769 | |||||
Base rent percentage | 2.50% | ||||||||
Operating Expenses | $ 2,309,052 | $ 1,792,993 | $ 10,967,960 | $ 6,152,335 | $ 9,031,662 | $ 5,996,739 | |||
Lessee, operating lease, discount rate | 3.95% | 3.95% | 3.95% | ||||||
Lease term | 5 years 6 months | 4 years 5 months 1 day | |||||||
Operating Lease Agreement [Member] | |||||||||
Leases (Details) [Line Items] | |||||||||
Payments for Rent | $ 10,800 | $ 10,817 | |||||||
Base rent percentage | 2.50% | 2.50% | |||||||
Operating Expenses | $ 12,000 | $ 12,000 | |||||||
Operating Lease Agreement [Member] | Minimum [Member] | |||||||||
Leases (Details) [Line Items] | |||||||||
Operating Expenses | $ 12,000 | ||||||||
Operating Lease Agreement [Member] | Maximum [Member] | |||||||||
Leases (Details) [Line Items] | |||||||||
Operating Expenses | 17,500 | ||||||||
Operating Lease Agreement [Member] | Forecast [Member] | |||||||||
Leases (Details) [Line Items] | |||||||||
Payments for Rent | $ 15,260 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of summarizes supplemental balance sheet information related to the operating lease - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Summarizes Supplemental Balance Sheet Information Related To The Operating Lease Abstract | |||
Right-of-use assets | $ 1,576,445 | $ 1,158,776 | $ 1,317,830 |
Operating lease liabilities, current | 420,913 | 277,142 | 243,292 |
Operating lease liabilities, non-current | 1,155,532 | 881,634 | 1,074,538 |
Total operating lease liabilities | $ 1,576,445 | $ 1,158,776 | $ 1,317,830 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of the maturities of the lease liabilities - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of The Maturities Of The Lease Liabilities Abstract | ||
2022 | $ 103,291 | $ 277,142 |
2023 | 423,495 | 277,142 |
2024 | 434,082 | 277,142 |
2025 | 444,934 | 277,142 |
2026 | 266,034 | |
Total lease payments | 1,671,836 | 1,239,518 |
Less: Present value discount | (95,391) | $ (80,742) |
Total | $ 1,576,445 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |||
Sep. 12, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Intangible Assets (Details) [Line Items] | ||||
Acquisition of intangible assets | $ 148,656 | |||
Transaction increased amount | 4,022,271 | |||
Amortization of the intangibles decreased | 898,026 | |||
amortization expense | 37,066 | 589,489 | ||
2022 | 841,172 | |||
2023 | 841,172 | |||
2024 | 841,172 | |||
2025 | 841,172 | |||
2026 | 841,172 | |||
2027 and thereafter | 7,331,585 | |||
Krillase [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Acquisition of intangible assets | $ 28,600,000 | |||
DuraGraft [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Acquisition of intangible assets | 18,170,000 | $ 18,170,000 | ||
My Health Logic [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Fair valued at an aggregate amount | $ 6,600,000 | $ 6,600,000 | ||
Duragraft and My Health Logic [Member] | 2023 [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Future amortizations | 841,172 | |||
Duragraft and My Health Logic [Member] | 2024 [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Future amortizations | 841,172 | |||
Duragraft and My Health Logic [Member] | 2025 [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Future amortizations | 841,172 | |||
Duragraft and My Health Logic [Member] | 2026 [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Future amortizations | 841,172 | |||
Duragraft and My Health Logic [Member] | 2027 [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Future amortizations | $ 6,700,706 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets amortization expense - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | $ 53,492,745 | $ 53,492,745 | $ 42,867,700 |
Accumulated Amortization | (1,257,432) | (626,553) | (589,489) |
Net Carrying Amount | 52,235,313 | 52,866,192 | 42,278,211 |
Krillase intangible assets [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 28,600,000 | 28,600,000 | 28,600,000 |
Accumulated Amortization | |||
Net Carrying Amount | 28,600,000 | 28,600,000 | 28,600,000 |
Patents in process [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 122,745 | 122,745 | 119,971 |
Accumulated Amortization | |||
Net Carrying Amount | 122,745 | 122,745 | 119,971 |
DuraGraft patent [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 5,256,000 | 5,256,000 | 14,147,729 |
Accumulated Amortization | (875,999) | (572,768) | (589,489) |
Net Carrying Amount | 4,380,001 | 4,683,232 | 13,558,240 |
Duragraft - Distributor relationship [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 308,000 | 308,000 | |
Accumulated Amortization | (66,733) | (43,633) | |
Net Carrying Amount | 241,267 | 264,367 | |
Duragraft IPR&D - Cyto Protectant Life Sciences [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 12,606,000 | 12,606,000 | |
Accumulated Amortization | |||
Net Carrying Amount | 12,606,000 | 12,606,000 | |
My Health Logic - Trade name [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 450,000 | 450,000 | |
Accumulated Amortization | (24,911) | (804) | |
Net Carrying Amount | 425,089 | 449,196 | |
My Health Logic - Biotechnology [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 4,600,000 | 4,600,000 | |
Accumulated Amortization | (209,706) | (6,765) | |
Net Carrying Amount | 4,390,294 | 4,593,235 | |
My Health Logic - Software [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 1,550,000 | 1,550,000 | |
Accumulated Amortization | (80,083) | (2,583) | |
Net Carrying Amount | $ 1,469,917 | $ 1,547,417 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of goodwill - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||
Balance, December 31, 2020 | $ 7,190,656 | $ 7,190,656 | |
Additions on acquisitions | 7,190,656 | ||
Impairment | |||
Balance, December 31, 2021 and September 30, 2022 | 7,190,656 | ||
DuraGraft [Member] | |||
Goodwill [Line Items] | |||
Balance, December 31, 2020 | |||
Additions on acquisitions | 5,416,000 | 5,416,000 | |
Impairment | |||
Balance, December 31, 2021 and September 30, 2022 | 5,416,000 | 5,416,000 | |
My Health Logic [Member] | |||
Goodwill [Line Items] | |||
Balance, December 31, 2020 | |||
Additions on acquisitions | 1,774,656 | 1,774,656 | |
Impairment | |||
Balance, December 31, 2021 and September 30, 2022 | $ 1,774,656 | $ 1,774,656 |
Intangible Assets (Details) -_3
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Schedule Of Intangible Assets Abstract | |||||
Beginning Balance | $ 52,866,192 | $ 42,278,211 | $ 28,613,000 | ||
Acquired in Somah Transaction | [1] | 4,022,271 | |||
Acquired in My Health Logic Transaction | 6,600,000 | ||||
Additions | 2,775 | 14,147,729 | |||
Amortization expense | (630,879) | (37,065) | [1] | (589,489) | |
Ending Balance | $ 52,235,313 | $ 52,866,192 | $ 42,278,211 | ||
[1] To account for Somah Transaction measurement period adjustments, the Company restated the Quarterly Report on Form 10-Q for the three and six month ended June 30, 2021, originally filed on August 23, 2021. As a result of the restatement, the value of DuraGraft intangibles purchased with the Somah Transaction increased by $4,022,271 and related overestimated amortization of the intangibles decreased by $898,026 for the year ended December 31, 2021. |
Convertible Promissory Notes _3
Convertible Promissory Notes and Warrants (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2021 | Sep. 29, 2021 | May 27, 2021 | Dec. 21, 2021 | Jul. 31, 2021 | May 31, 2021 | May 27, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 19, 2021 | |
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock (in Shares) | 859,643 | 110,000 | 7,495 | |||||||||||
Sale of stock, price per share | $ 10 | $ 7 | $ 10 | $ 10 | $ 6 | |||||||||
Debt description | Each Unit is comprised of (i) a convertible promissory 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”). | |||||||||||||
Gross proceeds (in Dollars) | $ 6,000,000 | $ 7,315,138 | ||||||||||||
Proceeds from promissory notes (in Dollars) | $ 1,100,000 | $ 74,945 | $ 6,500,743 | $ 1,060,949 | $ 263,907 | |||||||||
Warrants to purschase common stock (in Shares) | 749,984 | |||||||||||||
Exercise price | $ 20 | |||||||||||||
Issued additional units (in Shares) | 1,045,008 | |||||||||||||
Total units issued (in Shares) | 1,045,008 | |||||||||||||
Units issued (in Shares) | 39,811 | 39,811 | ||||||||||||
Accounts payable issued (in Shares) | 5,714 | |||||||||||||
Exchange for services issued (in Shares) | 42,857 | |||||||||||||
Fair value of the warrants (in Dollars) | $ (1,491,000) | $ (194,000) | $ 2,131,000 | (472,000) | $ 1,387,000 | |||||||||
Fair value of derivative liabilities (in Dollars) | ||||||||||||||
Interest and accretion expense (in Dollars) | $ 805,849 | $ 70,221 | $ 1,622,730 | $ 74,410 | ||||||||||
Debt instrument conversion description | The Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal amount. The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion price of $7.00 per share (previously $9.00 per the September 2021 Amendment and originally $10.00 per the May Unit Purchase Agreement). In the event the Company consummates, while the Convertible Note is outstanding, an equity financing with a gross aggregate amount of securities sold of not less than $10,000,000 (“Qualified Financing”), then all outstanding principal, together with all unpaid accrued interest under the Convertible 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 financing and the conversion price of $7.00 per unit. | |||||||||||||
Warrants exercise price per share | $ 9 | |||||||||||||
Warrants exercisable term | 5 years | |||||||||||||
Sale of stock amount (in Dollars) | 74,945 | |||||||||||||
Issuance costs (in Dollars) | $ 6,745 | |||||||||||||
Total previously issued shares (in Shares) | 155,272 | |||||||||||||
Pro-rata Units (in Shares) | 208,006 | |||||||||||||
Loss on debt extinguishment (in Dollars) | $ (663,522) | |||||||||||||
Fair value of derivative liabilities (in Dollars) | 2,485,346 | |||||||||||||
Accretion expense (in Dollars) | 116,676 | |||||||||||||
Maximum [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock, price per share | $ 9 | $ 9 | $ 9 | |||||||||||
Debt conversion price per share | 9 | $ 10 | ||||||||||||
Minimum [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock, price per share | 10 | $ 10 | $ 10 | |||||||||||
Debt conversion price per share | $ 10 | 9 | ||||||||||||
Unit Purchase Agreement [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock (in Shares) | 1,000,000 | |||||||||||||
Exchange Agreements [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Investments (in Dollars) | $ 6,000,000 | |||||||||||||
Exercise price | $ 9 | |||||||||||||
Fair value of the warrants (in Dollars) | $ 4,299,649 | |||||||||||||
Warrant coverage percentage | 200% | |||||||||||||
Loss on debt extinguishment (in Dollars) | $ 663,522 | |||||||||||||
Exchange Agreements [Member] | Maximum [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock, price per share | $ 7 | |||||||||||||
Debt conversion price per share | 7 | |||||||||||||
Exchange Agreements [Member] | Minimum [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock, price per share | 9 | |||||||||||||
Debt conversion price per share | $ 9 | |||||||||||||
Convertible Promissory Note [Member] | Unit Purchase Agreement [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock (in Shares) | 2,428,572 | |||||||||||||
Sale of stock, price per share | $ 7 | |||||||||||||
Debt description | Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company at an initial conversion price of $7.00 and, (ii) a warrant to purchase two shares of Common Stock at an initial purchase price of $9.00 per share (the new Class C Warrant). Under this December UPA, the Company issued and sold 859,643 Units at a per unit purchase price of $7.00, for gross proceeds of $6,000,000. | |||||||||||||
New Class C Warrants Terms [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Percentage of warrant coverage | 200% | |||||||||||||
Percentage of cash price | 75% | |||||||||||||
Warrants exercise price per share | $ 9 | |||||||||||||
Debt instrument conversion price | $ 9 | $ 9 | ||||||||||||
Warrants exercisable term | 5 years | |||||||||||||
New Class C Warrants [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Percentage of warrant coverage | 200% | |||||||||||||
Debt instrument conversion price | $ 9 | |||||||||||||
Warrants exercisable term | 5 years | |||||||||||||
Percentage of debt instrument of conversion price | 75 | |||||||||||||
Class A Warrants [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock (in Shares) | 7,495 | |||||||||||||
Warrants to purschase common stock (in Shares) | 110,000 | |||||||||||||
Sale of stock amount (in Dollars) | $ 1,100,000 | |||||||||||||
Class B Warrants [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock (in Shares) | 7,495 | |||||||||||||
Warrants to purschase common stock (in Shares) | 110,000 | |||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Convertible notes description | The Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal amount. | |||||||||||||
Debt instrument conversion description | The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion price of $7.00 per share (previously $9.00 per the September 2021 Amendment and originally $10.00 per the May Unit Purchase Agreement). | |||||||||||||
Equity financing gross amount (in Dollars) | $ 10,000,000 | $ 10,000,000 | ||||||||||||
Percentage of cash price | 75% | |||||||||||||
Conversion price per unit | $ 7 | |||||||||||||
Unit Purchase Agreement [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock (in Shares) | 1,000,000 | 7,495 | ||||||||||||
Sale of stock, price per share | $ 10 | $ 10 | $ 10 | |||||||||||
Debt description | Each Unit is comprised of (i) a convertible promissory 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”). | |||||||||||||
Gross proceeds (in Dollars) | $ 74,945 | |||||||||||||
Proceeds from promissory notes (in Dollars) | 74,945 | |||||||||||||
Issuance costs (in Dollars) | $ 6,745 | |||||||||||||
Unit Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock, price per share | 10 | |||||||||||||
Unit Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock, price per share | $ 9 | |||||||||||||
Unit Purchase Agreement [Member] | Class A Warrants [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Warrants to purschase common stock (in Shares) | 7,495 | |||||||||||||
Unit Purchase Agreement [Member] | Class B Warrants [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Warrants to purschase common stock (in Shares) | 7,495 | |||||||||||||
Unit Purchase Program [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock (in Shares) | 110,000 | |||||||||||||
Gross proceeds (in Dollars) | $ 1,100,000 | |||||||||||||
Proceeds from promissory notes (in Dollars) | $ 1,100,000 | |||||||||||||
Unit Purchase Program [Member] | Class A Warrants [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Warrants to purschase common stock (in Shares) | 110,000 | |||||||||||||
Unit Purchase Program [Member] | Class B Warrants [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Warrants to purschase common stock (in Shares) | 110,000 | |||||||||||||
December 2021 Exchange Agreements [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock (in Shares) | 2,428,572 | |||||||||||||
Sale of stock, price per share | $ 7 | |||||||||||||
Debt description | Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company at an initial conversion price of $7.00 and, (ii) a warrant to purchase two shares of Common Stock at an initial purchase price of $9.00 per share (the new Class C Warrant). | |||||||||||||
Investments (in Dollars) | $ 6,000,000 | |||||||||||||
Exercise price | $ 9 | |||||||||||||
Percentage of warrant coverage | 200% | |||||||||||||
Total units (in Shares) | 155,272 | |||||||||||||
Aggregate pro-rata units (in Shares) | 208,006 | 208,006 | ||||||||||||
Fair value of the warrants (in Dollars) | $ 4,341,042 | $ 4,299,649 | ||||||||||||
Fair value of derivative liabilities (in Dollars) | $ 2,438,379 | $ 2,438,379 | $ 2,485,346 | |||||||||||
December 2021 Exchange Agreements [Member] | Maximum [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock, price per share | $ 9 | |||||||||||||
Debt conversion price per share | 9 | |||||||||||||
December 2021 Exchange Agreements [Member] | Minimum [Member] | ||||||||||||||
Convertible Promissory Notes and Warrants (Details) [Line Items] | ||||||||||||||
Sale of stock, price per share | 7 | |||||||||||||
Debt conversion price per share | $ 7 |
Convertible Promissory Notes _4
Convertible Promissory Notes and Warrants (Details) - Schedule of convertible notes - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Notes, Net of Debt Discount | ||
Balance, December 31, 2021 | $ 26,065 | |
Convertible notes issued - new securities | 7,315,138 | |
Issuance costs | (535,717) | |
Debt discount | (6,779,421) | |
Debt accretion | 1,622,730 | |
Balance, September 30, 2022 | $ 1,648,795 | $ 26,065 |
Convertible Promissory Notes _5
Convertible Promissory Notes and Warrants (Details) - Schedule of convertible notes, net of debt discount outstanding - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Convertible Notes Net Of Debt Discount Outstanding Abstract | |||
Convertible notes - total principal | $ 14,771,177 | $ 7,482,104 | |
Unamortized issuance costs and discount | (13,122,382) | (7,456,039) | |
Convertible notes, net of debt discount | $ 1,648,795 | $ 26,065 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Jun. 26, 2022 | Mar. 15, 2022 | Feb. 14, 2022 | Dec. 22, 2021 | Dec. 02, 2021 | Aug. 19, 2021 | May 18, 2021 | Oct. 01, 2020 | Sep. 02, 2020 | Aug. 03, 2020 | Jul. 31, 2020 | Jul. 28, 2020 | Jun. 08, 2020 | Apr. 06, 2020 | Jan. 09, 2020 | Dec. 21, 2021 | Sep. 29, 2021 | May 18, 2021 | Sep. 25, 2020 | Jul. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 01, 2022 | |
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||||||||||||||
Preferred stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
Common stock, shares authorized | 18,750,000 | 18,750,000 | 18,750,000 | 18,750,000 | |||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
Common stock, shares outstanding | 10,132,212 | 10,207,212 | 10,207,212 | 10,132,212 | 10,207,212 | ||||||||||||||||||||||
Exercised | 75,000 | ||||||||||||||||||||||||||
Additional shares | 49,444 | 1,325,000 | |||||||||||||||||||||||||
Issuance of options shares | 256,014 | 256,014 | 318,514 | ||||||||||||||||||||||||
Granted purchased shares | 100,000 | 383,125 | |||||||||||||||||||||||||
Gross proceeds from sale of equity (in Dollars) | $ 5,000,000 | $ 17,250,000 | |||||||||||||||||||||||||
Restricted stock award net of forfeitures (in Dollars) | $ 295,750 | ||||||||||||||||||||||||||
Class of warrant or right, outstanding | 5,242,430 | 5,242,430 | 3,036,204 | ||||||||||||||||||||||||
Exercise price of warrants or rights (in Dollars per share) | $ 20 | ||||||||||||||||||||||||||
Warrants exercisable term | 5 years | ||||||||||||||||||||||||||
Fair value (in Dollars) | $ (1,491,000) | $ (194,000) | $ 2,131,000 | (472,000) | $ 1,387,000 | ||||||||||||||||||||||
Salary expenses (in Dollars) | $ 30,000 | 330,221 | 517,192 | 2,147,967 | 2,084,430 | 2,887,309 | 915,210 | ||||||||||||||||||||
Professional fees (in Dollars) | 303,574 | 460,378 | 1,721,479 | 1,445,004 | $ 2,269,756 | 1,153,731 | |||||||||||||||||||||
Warrants to purchase common shares | 749,984 | ||||||||||||||||||||||||||
Share based payment arrangement, expense (in Dollars) | 271,517 | $ 64,074 | 1,664,191 | $ 626,449 | |||||||||||||||||||||||
Unrecognized compensation cost, non vested (in Dollars) | $ 1,323,100 | $ 1,323,100 | |||||||||||||||||||||||||
Unrecognized compensation, weighted average period | 1 year 8 months 15 days | ||||||||||||||||||||||||||
Common stock, shares issued | 10,132,212 | 416,604 | 416,604 | ||||||||||||||||||||||||
Issuances of shares common stock | 1,150,000 | 5,000 | 40,000 | 31,250 | |||||||||||||||||||||||
Trade payables (in Dollars) | $ 20,200 | $ 161,600 | $ 126,250 | ||||||||||||||||||||||||
Exercise of stock options | 1,250 | ||||||||||||||||||||||||||
Stock issued during period services, value (in Dollars) | 237,500 | ||||||||||||||||||||||||||
Stock issued during period, value, conversion of convertible securities (in Dollars) | 261,453 | ||||||||||||||||||||||||||
Stock issued during period acquisition, value (in Dollars) | $ 7,774,000 | $ 12,500,000 | |||||||||||||||||||||||||
Gross amount (in Dollars) | $ 1,237,760 | ||||||||||||||||||||||||||
Shares of common stock | 5,000 | 247,552 | |||||||||||||||||||||||||
Net amount (in Dollars) | $ 1,116,566 | ||||||||||||||||||||||||||
Common stock price (in Dollars per share) | $ 5 | ||||||||||||||||||||||||||
Warrant share | 9,091 | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 5.5 | ||||||||||||||||||||||||||
Stock incentive plan, description | the Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (“SIP”). The SIP incorporates stock options issued prior to May 18, 2021. The SIP authorized 1,325,000 options for issuance. As of December 31, 2021, there remains 412,264 options available for issuance. | ||||||||||||||||||||||||||
Granted shares | 383,125 | 335,000 | |||||||||||||||||||||||||
Aggregate shares | 261,387 | ||||||||||||||||||||||||||
strike price (in Dollars per share) | $ 9 | ||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||
Exchange agreements description | On December 21, 2021, pursuant to the December 2021 Exchange Agreements (Note 6) all previously issued Original Class C warrants were replaced with an aggregate of 416,011 pro-rata New Class C warrants with an exercise price of $9.00 per share (unchanged) and a five-year life measured from the date of the December 2021 Exchange Agreements. The decrease in the Unit price also resulted in additional number of New Class C Warrants being issued in exchange for the Original Class C Warrants due to the 200% warrant coverage provided for in the Unit Purchase Agreement. On December 21, 2021, pursuant to the December 2021 Unit Purchase Agreement the Company issued additional 1,714,286 New Class C warrants with an exercise price of $9.00 per share and a term of five years. The detachable warrants issued were accounted for as an equity instrument and were ascribed an aggregate fair market value of $4,447,982 using the residual fair value allocation method. | ||||||||||||||||||||||||||
Somah acquisition description | On July 31, 2020, the Company completed the Somah Acquisition (Note 2) whereas 2,500,000 shares of common stock and 749,984 warrants were issued. The warrants have a strike price of $20.00 per share and a term of five years. The valuation of the warrants granted was completed during the year ended December 31, 2021, and the fair market value was determined to be $1.60 per share or $1,200,000. | ||||||||||||||||||||||||||
Warrant Purchase | 28,001 | ||||||||||||||||||||||||||
Fair market value, description | The fair market value was determined to be $3.625 per share or $152,249 and $101,500, respectively, or $253,749, collectively. | ||||||||||||||||||||||||||
Stock-based compensation, description | During the year ended December 31, 2021, the Company recorded $865,111 in non-cash share-based compensation (2020 - $1,833,292). Additionally, the Company recognized $33,333 of stock-based compensation on restricted common stock in the year ended December 31, 2021. | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Common stock, shares outstanding | 10,132,212 | 8,982,212 | |||||||||||||||||||||||||
Common stock, shares issued | 10,132,212 | 8,982,212 | |||||||||||||||||||||||||
Stock issued during period, shares, services | 53,750 | ||||||||||||||||||||||||||
Stock issued during period services, value (in Dollars) | $ 54 | ||||||||||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | 63,514 | ||||||||||||||||||||||||||
Stock issued during period, value, conversion of convertible securities (in Dollars) | $ 64 | ||||||||||||||||||||||||||
Issuance of common stock for acquisition, shares | 1,150,000 | 2,500,000 | |||||||||||||||||||||||||
Stock issued during period acquisition, value (in Dollars) | $ 1,150 | $ 2,500 | |||||||||||||||||||||||||
Private placement, description | ●On August 3, 2020, the Company completed an initial closing of a private placement pursuant to which the Company sold and issued an aggregate of 1,152,496 shares of its common stock at a purchase price of $5.00 per share. In consideration for services rendered as the placement agent in the private placement, 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 57,375 shares of the Company’s Common Stock at an exercise price of $5.50 per share. The warrant, for which the placement agent paid the Company $100, may be exercised on a cashless basis. | ||||||||||||||||||||||||||
Restricted shares | 10,000 | ||||||||||||||||||||||||||
strike price (in Dollars per share) | $ 5.5 | ||||||||||||||||||||||||||
Warrant term | 4 years 8 months 26 days | ||||||||||||||||||||||||||
Fair value amount (in Dollars) | $ 368,287 | ||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Shares of common stock | 57,499 | ||||||||||||||||||||||||||
strike price (in Dollars per share) | $ 5.56 | ||||||||||||||||||||||||||
Warrant Purchase | 42,002 | ||||||||||||||||||||||||||
Common stock conversion debt [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | 16,014 | ||||||||||||||||||||||||||
Stock issued during period, value, conversion of convertible securities (in Dollars) | $ 59,453 | ||||||||||||||||||||||||||
Unit Purchase Agreements Warrants [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Unit purchase agreements warrants, description | Pursuant to the May Unit Purchase Agreement (Note 6) the Company issued: (i) Class A Warrants for the purchase an aggregate of 117,495 shares of common stock, with a strike price of $12.52 per share and a term of five years, and (ii) Class B Warrants for the purchase an aggregate of 117,495 shares of common stock with a strike price of $20.00 per share and a term of five years. | ||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Shares of common stock | 87,500 | ||||||||||||||||||||||||||
Compensation cost (in Dollars) | |||||||||||||||||||||||||||
Soma acquisition [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Issuance of common stock for acquisition, shares | 2,500,000 | ||||||||||||||||||||||||||
Stock issued during period acquisition, value (in Dollars) | $ 12,500,000 | ||||||||||||||||||||||||||
Univest Securities [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Exercise price of warrants or rights (in Dollars per share) | $ 7 | ||||||||||||||||||||||||||
Warrants exercisable term | 5 years | ||||||||||||||||||||||||||
Fair value (in Dollars) | $ 1,281,854 | ||||||||||||||||||||||||||
Warrants issued (in Dollars) | $ 57,840 | ||||||||||||||||||||||||||
Salary expenses (in Dollars) | 769,113 | ||||||||||||||||||||||||||
Professional fees (in Dollars) | 512,471 | ||||||||||||||||||||||||||
Mr. Richmond [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Exercised | 75,000 | ||||||||||||||||||||||||||
Warrants to purchase | 75,000 | ||||||||||||||||||||||||||
Exercise price of warrants or rights (in Dollars per share) | $ 0.04 | ||||||||||||||||||||||||||
Fair value (in Dollars) | $ 568,677 | ||||||||||||||||||||||||||
Warrants issued (in Dollars) | $ 86,760 | ||||||||||||||||||||||||||
Mr. Richmond [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase | 75,000 | ||||||||||||||||||||||||||
Mr. Richmond [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Warrants to purchase | 144,600 | ||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, services | 5,000 | 3,750 | |||||||||||||||||||||||||
Stock issued during period services, value (in Dollars) | $ 25,000 | $ 15,150 | |||||||||||||||||||||||||
Unit Purchase Agreement [Member] | Class C Warrants [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||
Exercise price of warrants or rights (in Dollars per share) | $ 9 | $ 9 | |||||||||||||||||||||||||
Warrants exercisable term | 5 years | ||||||||||||||||||||||||||
Warrants to purchase common shares | 2,090,035 | 2,090,035 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of option activity - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Option Activity Abstract | |||
Number of Options, Outstanding beginning Balance | 950,236 | ||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 4.96 | $ 5.44 | |
Weighted average contractual life term, outstanding | 8 years 9 months 25 days | 9 years 5 months 23 days | |
Number of Options, Granted | 100,000 | 383,125 | |
Weighted Average Exercise Price, Granted | $ 8.8 | $ 6.04 | |
Weighted average contractual life term, Granted | 9 years 8 months 8 days | ||
Number of Options, Expired | (15,625) | ||
Weighted Average Exercise Price, Expired | $ 5 | ||
Weighted Average Contractual Life, Expired | 8 years 29 days | ||
Total Intrinsic Value, Expired | $ 40,626 | ||
Number of Options, Forfeited | (15,625) | (420,625) | |
Weighted Average Exercise Price, Forfeited | $ 5 | $ 5.44 | |
Weighted average contractual life term, Forfeited | 8 years 29 days | ||
Total Intrinsic Value, Forfeited | $ 40,624 | ||
Number of Options, Outstanding at December 31, 2021 | 981,486 | 912,736 | |
Weighted Average Exercise Price, Outstanding at December 31, 2021 | $ 5.33 | $ 4.96 | $ 5.44 |
Weighted Average Contractual Life,Outstanding at December 31, 2021 | 7 years 9 months 14 days | 8 years 4 months 2 days | |
Total Intrinsic Value,Outstanding Outstanding at December 31, 2021 | $ 2,344,489 | $ 1,951,117 | |
Number of Options, Exercisable | 762,666 | ||
Weighted Average Exercise Price, Exercisable | $ 4.68 | ||
Weighted Average Contractual Life, Exercisable | 7 years 4 months 6 days | ||
Total Intrinsic Value, Exercisable | $ 2,256,558 | $ 1,685,099 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of options outstanding | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Exercise Price Range at 4.04 [Member] | |
Stockholders' Equity (Details) - Schedule of options outstanding [Line Items] | |
Exercise Price | 496,486 |
Number of Options Exercisable | 496,486 |
Weighted Average Remaining Contractual Years | 6 years 8 months 4 days |
Intrinsic Value (in Dollars) | $ | $ 1,767,489 |
Exercise Price Range at 5.00 [Member] | |
Stockholders' Equity (Details) - Schedule of options outstanding [Line Items] | |
Exercise Price | 135,000 |
Number of Options Exercisable | 131,180 |
Weighted Average Remaining Contractual Years | 8 years 4 months 28 days |
Intrinsic Value (in Dollars) | $ | $ 351,000 |
Exercise Price Range at 5.48 [Member] | |
Stockholders' Equity (Details) - Schedule of options outstanding [Line Items] | |
Exercise Price | 50,000 |
Number of Options Exercisable | 50,000 |
Weighted Average Remaining Contractual Years | 7 years 10 months 17 days |
Intrinsic Value (in Dollars) | $ | $ 106,000 |
Exercise Price Range at 7.00 [Member] | |
Stockholders' Equity (Details) - Schedule of options outstanding [Line Items] | |
Exercise Price | 200,000 |
Number of Options Exercisable | 70,000 |
Weighted Average Remaining Contractual Years | 9 years 1 month 28 days |
Intrinsic Value (in Dollars) | $ | $ 120,000 |
Exercise Price Range at 8.80 [Member] | |
Stockholders' Equity (Details) - Schedule of options outstanding [Line Items] | |
Exercise Price | 100,000 |
Number of Options Exercisable | 15,000 |
Weighted Average Remaining Contractual Years | 9 years 8 months 8 days |
Exercise Price Range at 5.33 [Member] | |
Stockholders' Equity (Details) - Schedule of options outstanding [Line Items] | |
Exercise Price | 981,486 |
Number of Options Exercisable | 762,666 |
Weighted Average Remaining Contractual Years | 7 years 9 months 14 days |
Intrinsic Value (in Dollars) | $ | $ 2,344,489 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of warrants outstanding - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Warrants Outstanding Abstract | ||
Number, Beginning of the year | 3,036,204 | 848,410 |
Weighted average price, Beginning of the year | $ 11.6 | $ 18.52 |
Issued pursuant to Unit Purchase Agreement, Number | 2,090,035 | 2,130,295 |
Issued pursuant to Unit Purchase Agreement, Weighted average price | $ 9 | $ 9 |
Issued, Number | 219,598 | 57,499 |
Issued, Weighted average price | $ 4.64 | $ 5.56 |
Exercised, Number | (75,000) | |
Exercised, Weighted average price | $ 0.04 | |
Expired, Number | (28,407) | |
Expired, Weighted average price | $ 12 | |
Number, Ending of the year | 5,242,430 | 3,036,204 |
Weighted average price, Ending of the year | $ 10.43 | $ 11.6 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||
Related party transactions owned | $ 123,266 | $ 123,266 | $ 1,132,634 | |||
Related party transactions, professional expenses | 133,797 | 50,400 | ||||
Related party transaction, amounts of transaction | 149,178 | 92,356 | ||||
Prepaid royalties | 339,091 | 339,091 | 339,091 | 344,321 | ||
Related party, total proceeds | $ 366,000 | |||||
Administrative and general expenses | 41,956 | |||||
Professional expense | 303,574 | $ 460,378 | 1,721,479 | 1,445,004 | 2,269,756 | 1,153,731 |
Frank Maresca [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Related party transactions owned | $ 123,266 | 123,266 | 1,132,634 | |||
Related party transaction, amounts of transaction | 871,371 | |||||
Related party, total proceeds | 95,000 | |||||
Administrative and general expenses | 198,841 | |||||
Professional expense | 360,000 | 180,000 | ||||
Maresca [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Related party transactions, professional expenses | 240,000 | $ 300,000 | ||||
Related party transaction, amounts of transaction | $ 121,316 | |||||
President [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Related party, total proceeds | 168,907 | |||||
Vice President [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Related party, total proceeds | ||||||
Mr Richmond [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Related party transaction, amounts of transaction | 168,907 | |||||
Administrative and general expenses | $ 368,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jul. 13, 2022 USD ($) | Aug. 19, 2021 USD ($) $ / shares | Jul. 13, 2021 $ / shares shares | Jul. 15, 2015 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 21, 2021 $ / shares | May 31, 2021 $ / shares | May 27, 2021 $ / shares | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Salary and wage | $ 30,000 | $ 330,221 | $ 517,192 | $ 2,147,967 | $ 2,084,430 | $ 2,887,309 | $ 915,210 | ||||||
Common stock shares option to purchase (in Shares) | shares | 62,500 | ||||||||||||
Strike price (in Dollars per Share) | $ / shares | 6 | ||||||||||||
Percentage of net sales | 10% | ||||||||||||
Net Sales | $ 50,000,000 | ||||||||||||
Consideration payment on legal matters | $ 9,450,000 | ||||||||||||
Purchase shares of common stock | $ 62,500 | ||||||||||||
Strike price (in Dollars per share) | $ / shares | $ 6 | $ 7 | $ 10 | $ 10 | |||||||||
Net sales percentage | 10% | ||||||||||||
Minimum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Strike price (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||
Maximum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Strike price (in Dollars per share) | $ / shares | $ 9 | $ 9 | |||||||||||
DuraGraft [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net asset percentage | 15% | ||||||||||||
Net sale proceeds | $ 20,000,000 | ||||||||||||
UNITED STATES | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Royalties percentage | 5% | ||||||||||||
UNITED STATES | Minimum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | $ 50,000,001 | ||||||||||||
UNITED STATES | Maximum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | 200,000,000 | ||||||||||||
Non-US [Member] | Minimum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | 50,000,001 | ||||||||||||
Non-US [Member] | Maximum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | $ 200,000,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Salary and wage | $ 30,000 | ||||||||||||
Campbell/Harmon [Member] | Minimum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Complaints demand | 30,000 | $ 30,000 | |||||||||||
Campbell/Harmon [Member] | Maximum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Complaints demand | $ 50,000 | $ 50,000 | |||||||||||
DuraGraft [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Percentage of net sales | 15% | ||||||||||||
Net sale proceeds | $ 20,000,000 | ||||||||||||
Camp bell [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
interest on back pay | $ 30,000 | ||||||||||||
Harmon [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
interest on back pay | $ 50,000 | ||||||||||||
Five percentage on the first of net sales [Member] | Royalties on U.S. sales [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | 50,000,000 | ||||||||||||
4% on net sales [Member] | Royalties on U.S. sales [Member] | Maximum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | 200,000,000 | ||||||||||||
4% on net sales [Member] | Five percentage on the first of net sales [Member] | Minimum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | 50,000,001 | ||||||||||||
4% on net sales [Member] | Royalties on sales outside of the U.S. [Member] | Minimum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | 50,000,001 | ||||||||||||
4% on net sales [Member] | Royalties on sales outside of the U.S. [Member] | Maximum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | 200,000,000 | ||||||||||||
2% on net sales over [Member] | Royalties on U.S. sales [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | 200,000,000 | ||||||||||||
2% on net sales over [Member] | Royalties on sales outside of the U.S. [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | 200,000,000 | ||||||||||||
6% on the first of net sales [Member] | Royalties on sales outside of the U.S. [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | $ 50,000,000 | ||||||||||||
Sales [Member] | UNITED STATES | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Royalties percentage | 4% | ||||||||||||
Sales 2 [Member] | UNITED STATES | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | $ 200,000,000 | ||||||||||||
Royalties percentage | 2% | ||||||||||||
Sales 3 [Member] | Non-US [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | $ 50,000,000 | ||||||||||||
Royalties percentage | 6% | ||||||||||||
Sales 4 [Member] | Non-US [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Royalties percentage | 4% | ||||||||||||
Sales 5 [Member] | Non-US [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Net Sales | $ 200,000,000 | ||||||||||||
Royalties percentage | 2% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 13, 2022 | Jan. 24, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 22, 2021 | |
Subsequent Events (Details) [Line Items] | |||||
Common stock, shares issued | 416,604 | 10,132,212 | |||
Shares issued of consultant | 749,984 | ||||
Price per share (in Dollars per share) | $ 7 | ||||
Purchase of common stock | 11,429 | 54,623 | |||
unrelated investors | 39,811 | ||||
Aggregate principal amount | 300,000 | ||||
Total shares | 42,857 | ||||
Subsequents, description | ●On January 26 and February 14, 2022, in exchange for services of Mr. Richmond, we granted to him 75,000 warrants to purchase an aggregate 75,000 shares of our common stock at an exercise price of $0.04 per share. On March 15, 2022, Mr. Richmond exercised 75,000 of warrants issued to him subsequently to the year end, upon which Marizyme issued to Mr. Richmond 75,000 shares of common stock. | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 7 | ||||
Subsequent Event [Member] | Consultants [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Shares issued of consultant | 5,714 | ||||
Subsequent Event [Member] | Class C warrants [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Aggregate principal amount (in Dollars) | $ 40,000 | ||||
Aggregate principal amount | 278,678 | ||||
Mr. Richmond [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Common stock, shares issued | 68,437 | ||||
Bradley Richmond [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 7 | ||||
Purchase of common stock | 85,500 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule Of Fair Values of Financial Instruments - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities | |||
Derivative liabilities | |||
Contingent liabilities | |||
Total | |||
Fair Value, Inputs, Level 1 [Member] | |||
Liabilities | |||
Derivative liabilities | |||
Contingent liabilities | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | |||
Liabilities | |||
Derivative liabilities | |||
Contingent liabilities | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | |||
Liabilities | |||
Derivative liabilities | 4,923,725 | 2,485,346 | |
Contingent liabilities | $ 13,444,000 | 11,313,000 | |
Total | $ 13,798,346 |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of roll forward of all liabilities measured at fair value - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative and Contingent Liabilities | ||
Balance at December 31, 2020 | $ 13,798,346 | |
Derivative liabilities | 391,648 | |
Extinguishment of debt obligations | (391,648) | |
Derivative liabilities - amended Unit Purchase Agreement (Note 6) | $ 2,438,379 | 2,485,346 |
Initial valuation of contingent liabilities assumed on Somah acquisition1 | 9,926,000 | |
Change in fair value | 1,387,000 | |
Balance at December 31, 2021 | $ 13,798,346 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of carrying amount and the fair value of identifiable assets and liabilities acquired and purchase consideration paid - DuraGraft [Member] | 12 Months Ended | |
Dec. 31, 2021 USD ($) | ||
Consideration | ||
Common shares | $ 12,500,000 | |
Warrants | 1,200,000 | |
Contingent consideration | 9,926,000 | [1] |
Total consideration | 23,626,000 | |
Fair value of identifiable assets acquired, and liabilities assumed | ||
Net working capital | 30,908 | |
Property, plant, and equipment | 9,092 | |
Intangible assets | 18,170,000 | |
Goodwill | 5,416,000 | |
Total identifiable assets | $ 23,626,000 | |
[1] During the year ended December 31, 2021, for the purposes of the final allocation of the purchase price consideration, contingent consideration was measured as of the date of Somah acquisition - July 31, 2020 and valued at $9,926,000. Since then, the fair market value of the contingent liabilities, measured in accordance with Level 3 of the fair value hierarchy, has increased by $1,387,000 to $11,313,000 as at December 31, 2021 (Note 1). |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of carrying amount and the fair value of identifiable assets and liabilities acquired and purchase consideration paid - My Health Logic Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Consideration given up | |
Common shares | $ 7,774,000 |
Total consideration given up | 7,774,000 |
Fair value of identifiable assets acquired, and liabilities assumed | |
Net working deficit | (613,156) |
Property, plant, and equipment | 12,500 |
Intangible assets | 6,600,000 |
Goodwill | 1,774,656 |
Total identifiable assets | $ 7,774,000 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of summarizes supplemental balance sheet information related to the operating lease - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Summarizes Supplemental Balance Sheet Information Related To The Operating Lease Abstract | |||
Right-of-use asset | $ 1,576,445 | $ 1,158,776 | $ 1,317,830 |
Operating lease liabilities, current | 420,913 | 277,142 | 243,292 |
Operating lease liabilities, non-current | 1,155,532 | 881,634 | 1,074,538 |
Total operating lease liabilities | $ 1,576,445 | $ 1,158,776 | $ 1,317,830 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of the maturities of the lease liabilities - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of The Maturities Of The Lease Liabilities Abstract | ||
2022 | $ 103,291 | $ 277,142 |
2023 | 423,495 | 277,142 |
2024 | 434,082 | 277,142 |
2025 | 444,934 | 277,142 |
Thereafter | 130,950 | |
Total lease payments | 1,671,836 | 1,239,518 |
Less: Present value discount | $ (95,391) | (80,742) |
Total | $ 1,158,776 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Details) - Schedule of intangible assets amortization expense - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets and Goodwill (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | $ 53,492,745 | $ 53,492,745 | $ 42,867,700 |
Accumulated Amortization | (1,257,432) | (626,553) | (589,489) |
Net Carrying Amount | 52,235,313 | 52,866,192 | 42,278,211 |
Krillase intangible assets [Member] | |||
Intangible Assets and Goodwill (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 28,600,000 | 28,600,000 | 28,600,000 |
Accumulated Amortization | |||
Net Carrying Amount | 28,600,000 | 28,600,000 | 28,600,000 |
Patents in process [Member] | |||
Intangible Assets and Goodwill (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 122,745 | 122,745 | 119,971 |
Accumulated Amortization | |||
Net Carrying Amount | 122,745 | 122,745 | 119,971 |
DuraGraft patent [Member] | |||
Intangible Assets and Goodwill (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 5,256,000 | 5,256,000 | 14,147,729 |
Accumulated Amortization | (875,999) | (572,768) | (589,489) |
Net Carrying Amount | 4,380,001 | 4,683,232 | 13,558,240 |
Duragraft - Distributor relationship [Member] | |||
Intangible Assets and Goodwill (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 308,000 | 308,000 | |
Accumulated Amortization | (66,733) | (43,633) | |
Net Carrying Amount | 241,267 | 264,367 | |
Duragraft IPR&D - Cyto Protectant Life Sciences [Member] | |||
Intangible Assets and Goodwill (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 12,606,000 | 12,606,000 | |
Accumulated Amortization | |||
Net Carrying Amount | 12,606,000 | 12,606,000 | |
My Health Logic - Trade name [Member] | |||
Intangible Assets and Goodwill (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 450,000 | 450,000 | |
Accumulated Amortization | (24,911) | (804) | |
Net Carrying Amount | 425,089 | 449,196 | |
My Health Logic - Biotechnology [Member] | |||
Intangible Assets and Goodwill (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 4,600,000 | 4,600,000 | |
Accumulated Amortization | (209,706) | (6,765) | |
Net Carrying Amount | 4,390,294 | 4,593,235 | |
My Health Logic - Software [Member] | |||
Intangible Assets and Goodwill (Details) - Schedule of intangible assets amortization expense [Line Items] | |||
Gross Carrying Amount | 1,550,000 | 1,550,000 | |
Accumulated Amortization | (80,083) | (2,583) | |
Net Carrying Amount | $ 1,469,917 | $ 1,547,417 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - Schedule of goodwill - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
DuraGraft [Member] | ||
Goodwill [Line Items] | ||
Balance, December 31, 2020 | ||
Additions on acquisitions | 5,416,000 | 5,416,000 |
Impairment | ||
Balance, December 31, 2021 | 5,416,000 | 5,416,000 |
My Health Logic [Member] | ||
Goodwill [Line Items] | ||
Balance, December 31, 2020 | ||
Additions on acquisitions | 1,774,656 | 1,774,656 |
Impairment | ||
Balance, December 31, 2021 | $ 1,774,656 | 1,774,656 |
Total [Member] | ||
Goodwill [Line Items] | ||
Balance, December 31, 2020 | ||
Additions on acquisitions | 7,190,656 | |
Impairment | ||
Balance, December 31, 2021 | $ 7,190,656 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of intangible assets - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Schedule Of Intangible Assets Abstract | |||||
Beginning Balance | $ 52,866,192 | $ 42,278,211 | $ 28,613,000 | ||
Acquired in asset purchase agreement | 2,775 | 14,147,729 | |||
Additions | 2,775 | 106,971 | |||
Amortization expense | (630,879) | (37,065) | [1] | (589,489) | |
Ending Balance | $ 52,235,313 | 52,866,192 | $ 42,278,211 | ||
Acquired in Somah Transaction | [1] | 4,022,271 | |||
Acquired in MHL Transaction | $ 6,600,000 | ||||
[1] To account for Somah Transaction measurement period adjustments, the Company restated the Quarterly Report on Form 10-Q for the three and six month ended June 30, 2021, originally filed on August 23, 2021. As a result of the restatement, the value of DuraGraft intangibles purchased with the Somah Transaction increased by $4,022,271 and related overestimated amortization of the intangibles decreased by $898,026 for the year ended December 31, 2021. |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Accounts Payable And Accrued Expenses Abstract | |||
Trade accounts payable | $ 1,465,860 | $ 325,830 | |
Accrued expenses | 8,215 | 21,555 | |
Accrued compensation expenses | 122,072 | 130,718 | |
Total accounts payable and accrued expenses | $ 848,345 | $ 1,596,147 | $ 478,103 |
Convertible Promissory Notes _6
Convertible Promissory Notes and Warrants (Details) - Schedule of convertible notes - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Original Securities [Member] | ||
Convertible Promissory Notes and Warrants (Details) - Schedule of convertible notes [Line Items] | ||
Convertible notes issued | $ 1,174,945 | |
Issuance costs | (105,745) | |
Debt discount | (964,153) | |
Debt accretion | 90,611 | |
Extinguishment of debt in connection with December 2021 Exchange Agreements | (195,658) | |
New Securities [Member] | ||
Convertible Promissory Notes and Warrants (Details) - Schedule of convertible notes [Line Items] | ||
Convertible notes issued | 7,456,039 | |
Issuance costs | (671,044) | |
Debt discount | (6,784,995) | |
Debt accretion | 26,065 | |
Convertible notes, net of debt discount | $ 26,065 |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of Share Based Stock Option Valuation Assumptions - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Share Based Stock Option Valuation Assumptions Abstract | |||
Risk-free interest rate | 1.19% | 1.09% | 0.93% |
Volatility | 69.62% | 252.08% | 241.88% |
Exercise price (in Dollars per share) | $ 6.04 | $ 5.48 | |
Dividend yield | 0% | 0% | |
Forfeiture rate | 0% | 0% | |
Expected life (years) | 6 years 4 months 17 days | 10 years |
Stockholders' Equity (Details_5
Stockholders' Equity (Details) - Schedule of Stock Option Activities - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Schedule Of Stock Option Activities Abstract | |||
Number of options, outstanding beginning balance | 950,236 | 678,750 | |
Weighted average exercise price,outstanding beginning balance | $ 5.44 | $ 6 | |
Weighted average contractual life ,outstanding beginning balance | 8 years 9 months 25 days | 9 years 5 months 23 days | |
Total Intrinsic Value, beginning Balance | |||
Number of Options, Granted | 383,125 | 335,000 | |
Weighted Average Exercise Price, Granted | $ 6.04 | $ 5 | |
Number of Options, Forfeited | (420,625) | ||
Weighted Average Exercise Price, Forfeited | $ 5.44 | ||
Number of Options, Exercised | (63,514) | ||
Weighted Average Exercise Price, Exercised | $ 4.08 | ||
Number of options, outstanding ending balance | 912,736 | 950,236 | |
Weighted average exercise price,outstanding ending balance | $ 4.96 | $ 5.44 | |
Weighted average contractual life ,outstanding ending balance | 8 years 4 months 2 days | 8 years 9 months 25 days | |
Total Intrinsic Value, Ending Balance | $ 1,951,117 | ||
Number of Options,exercisable | 599,843 | ||
Weighted average contractual life term, exercisable | $ 4.28 | ||
Weighted average contractual life term, exercisable | 7 years 8 months 12 days | ||
Total Intrinsic Value, exercisable | $ 1,685,099 | $ 2,256,558 |
Stockholders' Equity (Details_6
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Exercise Price (in Dollars per share) | $ 4.96 | |
Number of Options Outstanding | 912,736 | |
Number of Options Exercisable | 2,399,371 | |
Weighted Average Remaining Contractual Years | 7 years 9 months 14 days | 8 years 4 months 2 days |
Intrinsic Value (in Dollars) | $ 1,951,117 | |
Exercise Price Range at Four Point Zero Four [Member] | ||
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Exercise Price (in Dollars per share) | $ 4.04 | |
Number of Options Outstanding | 496,486 | |
Number of Options Exercisable | 496,489 | |
Weighted Average Remaining Contractual Years | 7 years 5 months 4 days | |
Intrinsic Value (in Dollars) | $ 1,509,317 | |
Exercise Price Range at Five Point Zero Zero [Member] | ||
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Exercise Price (in Dollars per share) | $ 5 | |
Number of Options Outstanding | 166,250 | |
Number of Options Exercisable | 53,357 | |
Weighted Average Remaining Contractual Years | 9 years 1 month 2 days | |
Intrinsic Value (in Dollars) | $ 110,983 | |
Exercise Price Range at Five Point Four Eight [Member] | ||
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Exercise Price (in Dollars per share) | $ 5.48 | |
Number of Options Outstanding | 50,000 | |
Number of Options Exercisable | 40,000 | |
Weighted Average Remaining Contractual Years | 8 years 7 months 17 days | |
Intrinsic Value (in Dollars) | $ 64,000 | |
Exercise Price Range at Seven Point Zero Zero [Member] | ||
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Exercise Price (in Dollars per share) | $ 7 | |
Number of Options Outstanding | 200,000 | |
Number of Options Exercisable | 10,000 | |
Weighted Average Remaining Contractual Years | 9 years 10 months 2 days | |
Intrinsic Value (in Dollars) | $ 800 |
Stockholders' Equity (Details_7
Stockholders' Equity (Details) - Schedule of Warrants Outstanding - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Warrants Outstanding Abstract | ||
Number balance at beginning | 848,394 | 28,407 |
Weighted Average Price balance at beginning | $ 8.52 | $ 12 |
Number Issued on Somah acquisition | 749,984 | |
Weighted Average Price Issued on Somah acquisition | $ 20 | |
Number Issued | 57,499 | 70,003 |
Weighted Average Price Issued | $ 5.56 | $ 5.52 |
Number balance at ending | 3,036,185 | 848,394 |
Weighted Average Price balance at ending | $ 8.8 | $ 8.52 |
Number Issued pursuant to Unit Purchase Agreement | 2,130,292 | |
Weighted Average Price Issued pursuant to Unit Purchase Agreement | $ 9 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||
Net operating loss carry forwards (in Dollars) | $ 41,706,000 | $ 30,971,000 |
Federal income tax rate | 21% | 21% |
Valuation allowance percentage | 100% | |
Deferred tax assets, valuation allowance (in Dollars) | $ 5,093,324 | $ 3,284,382 |
Operating loss carryforward description | The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. | |
Deferred Income Tax Charge [Member] | ||
Income Taxes (Details) [Line Items] | ||
Deferred tax assets, valuation allowance (in Dollars) | $ 5,093,000 | $ 3,284,000 |
2018 Through 2025 [Member] | ||
Income Taxes (Details) [Line Items] | ||
Effective tax rate | 10.50% | |
After 2025 [Member] | ||
Income Taxes (Details) [Line Items] | ||
Effective tax rate | 13.125% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of net loss between domestic and foreign jurisdictions - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) - Schedule of net loss between domestic and foreign jurisdictions [Line Items] | ||
Total net loss | $ (10,997,929) | $ (5,845,053) |
Net Loss - Domestic [Member] | ||
Income Taxes (Details) - Schedule of net loss between domestic and foreign jurisdictions [Line Items] | ||
Total net loss | (10,997,929) | (5,845,053) |
Net Loss Foreign [Member] | ||
Income Taxes (Details) - Schedule of net loss between domestic and foreign jurisdictions [Line Items] | ||
Total net loss |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of tax expense for Federal income tax purposes - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Tax Expense For Federal Income Tax Purposes Abstract | ||
Tax expense (benefit) at the statutory rate | $ (2,309,565) | $ (1,227,461) |
Non-deductible items | 620,855 | 384,991 |
Deferred true-ups | (119,782) | 124,206 |
Change in valuation allowance | (2,309,565) | 718,264 |
Total |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of company’s deferred tax assets and liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 8,758,337 | $ 6,504,000 |
Lease liability | 277,142 | 277,000 |
Deferred tax assets before valuation allowance | 9,035,479 | 6,781,000 |
Less: deferred tax asset valuation allowance | (5,093,324) | (3,284,382) |
Total deferred tax asset after valuation allowance | 3,942,155 | 3,496,618 |
Deferred tax liabilities: | ||
Intangible assets | (3,665,013) | (3,219,618) |
Fixed assets | (277,142) | (277,000) |
Total deferred tax liabilities | 3,942,155 | 3,496,618 |
Total net deferred tax asset (liability) |
Reverse Stock Split (Details)
Reverse Stock Split (Details) | Dec. 31, 2021 shares |
Reverse Stock Split [Abstract] | |
Common stock outstanding | 10,207,212 |