Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 12, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | MARIZYME INC | ||
Entity Central Index Key | 0001413754 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 21,468,872 | ||
Entity Common Stock, Shares Outstanding | 35,928,188 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 2,902,762 | $ 90 |
Accounts receivable | 40,585 | |
Prepaid expense | 106,390 | |
Inventory | 56,340 | |
Total current assets | 3,106,077 | 90 |
Fixed assets, net | 7,122 | 1,970 |
Operating lease right-of-use assets | 1,317,830 | |
Intangible assets, net | 42,278,211 | 28,613,000 |
Prepaid royalties, non-current | 344,321 | |
Deposits | 30,000 | |
Total assets | 47,083,561 | 28,615,060 |
Current liabilities | ||
Accounts payable and accrued expenses | 478,103 | 270,218 |
Operating lease obligations, current portion | 243,292 | |
Total current liabilities | 721,395 | 270,218 |
Non-current liabilities | ||
Operating lease obligations, non-current portion | 1,074,538 | |
Total non-current liabilities | 1,074,538 | |
Total liabilities | 1,795,933 | 270,218 |
Commitments and contingencies (see Note 6) | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2020 and 2019 | ||
Common stock, par value $0.001, 75,000,000 shares authorized, 35,928,188 and 19,858,939 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 35,928 | 19,859 |
Additional paid in capital | 82,077,334 | 59,303,594 |
Accumulated deficit | (36,825,634) | (30,980,581) |
Total stockholders' equity | 45,287,628 | 28,342,872 |
Total liabilities and stockholders' equity | $ 47,083,561 | $ 28,613,090 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares, Issued | 35,928,188 | 19,858,939 |
Common Stock, Shares, Outstanding | 35,928,188 | 19,858,939 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 197,136 | |
Operating expenses | ||
Direct costs of revenue | 58,292 | |
Professional fees | 1,543,817 | 281,856 |
Salary expenses | 1,153,978 | |
Stock-based compensation and stock issued for services | 1,833,292 | 698,587 |
Depreciation and amortization | 591,458 | |
Other general and administrative expenses | 815,902 | 77,596 |
Total operating expenses | 5,996,739 | 1,058,039 |
Loss from operations | (5,799,603) | (1,058,039) |
Other expense | ||
Interest expense | (45,450) | |
Total other expense | (45,450) | |
Net loss | $ (5,845,053) | $ (1,058,039) |
Loss per share - basic and diluted | $ (0.22) | $ (0.05) |
Weighted average number of shares of common stock - basic and diluted | 26,373,982 | 19,805,959 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 19,740 | $ 58,480,126 | $ (16,000) | $ (29,922,542) | $ 28,577,324 | |
Balance, Shares at Dec. 31, 2018 | 19,740,302 | |||||
Issuance of shares and Sale of common stock for cash, net of offering costs | $ 119 | 124,881 | 125,000 | |||
Issuance of shares and Sale of common stock for cash, net of offering costs, shares | 118,637 | |||||
Forgiveness of debt for services | 90,000 | 90,000 | ||||
Stock-based compensation expense | 608,587 | 608,587 | ||||
Net loss | (1,058,039) | (1,058,039) | ||||
Balance at Dec. 31, 2019 | $ 19,859 | 59,303,594 | (16,000) | (30,980,581) | 28,342,872 | |
Balance, Shares at Dec. 31, 2019 | 19,858,939 | |||||
Issuance of common stock in lieu of payables | $ 254 | 261,199 | 261,453 | |||
Issuance of common stock in lieu of payables, shares | 254,057 | |||||
Issuance of common stock for services | $ 215 | 237,285 | 237,500 | |||
Issuance of common stock for services, shares | 215,000 | |||||
Issuance of shares and Sale of common stock for cash, net of offering costs | $ 5,600 | 6,269,564 | 6,275,164 | |||
Issuance of shares and Sale of common stock for cash, net of offering costs, shares | 5,600,192 | |||||
Issuance of common stock in connection with business combination | $ 10,000 | 12,490,000 | 12,500,000 | |||
Issuance of common stock in connection with business combination, shares | 10,000,000 | |||||
Issuance of warrants in connection with business combination | 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 | $ 35,928 | $ 82,077,334 | $ (16,000) | $ (36,825,634) | $ 45,287,628 | |
Balance, Shares at Dec. 31, 2020 | 35,928,188 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (5,845,053) | $ (1,058,039) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation expense | 1,970 | |
Amortization expense | 589,489 | |
Stock-based compensation expense | 1,329,643 | 698,587 |
Issuance of common stock for services | 237,500 | |
Issuance of warrants for services | 253,749 | |
Debt forgiven and included in operations | 30,000 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (40,585) | |
Prepaid expense | 307,983 | 20,000 |
Inventory | 127,129 | |
Deposits | (30,000) | |
Accounts payable and accrued expenses | (155,661) | 197,438 |
Net cash used in operating activities | (3,223,836) | (112,014) |
Cash flows used in investing activities: | ||
Purchase of intangible assets | (148,656) | (13,000) |
Net cash used in investing activities | (148,656) | (13,000) |
Cash flows from financing activities: | ||
Issuance of common stock for cash, net of offering costs | 6,275,164 | 125,000 |
Net cash provided by financing activities | 6,275,164 | 125,000 |
Net change in cash | 2,902,672 | (14) |
Cash at beginning of year | 90 | 104 |
Cash at end of year | 2,902,762 | 90 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 45,449 | |
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Issuance of common stock in lieu of payables | 261,453 | |
Issuance of common stock in connection with business combination | 12,500,000 | |
Issuance of warrants in connection with business combination | 1,932,300 | |
Initial adoption of ROU asset and lease liability | $ 1,317,830 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Overview Marizyme, Inc., a Nevada corporation formerly known as GBS Enterprises Incorporated (the “Company,” “we,” “our,” or “Marizyme”), conducted its primary business through its majority owned subsidiary, GBS Software AG (“GROUP”), a German-based public-company. By December 31, 2016, the Company had sold the controlling interest in GROUP and other subsidiaries, keeping only a minority interest in GROUP. On March 21, 2018, the Company formed a wholly owned subsidiary named Marizyme, Inc., a Nevada corporation, and merged with it, effectively changing the Company’s name to Marizyme, Inc. On June 1, 2018, the Company exchanged the shares of GROUP and all the intercompany assets and liabilities for 100% of the shares of X-Assets Enterprises, Inc, a Nevada Corporation. As part of a type-D business restructuring on September 5, 2018, the Company then distributed the X-Assets shares to its stockholders on a 1 for 1 basis. Beginning after the X-Assets share distribution, Marizyme refocused on the life sciences and began to seek technologies to acquire. On September 12, 2018, the Company consummated an asset acquisition with ACB Holding AB, Reg. No. 559119-5762, a Swedish corporation to acquire all right, title, and interest in their Krillase technology in exchange for 16.98 million shares of Common Stock. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in dental care, wound healing, and thrombosis. On December 15, 2019, the Company entered into a contingent asset purchase agreement (the “Agreement”), as amended on March 31, 2020 and May 29, 2020, with Somahlution, LLC, Somahlution, Inc., and Somaceutica, LLC, companies duly organized under the laws of Delaware (collectively, “Somah”) to acquire all of the assets and none of the liabilities of Somah (the “Acquisition”), including DuraGraft®, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. On July 30, 2020, the Company and Somah entered into Amendment No. 3 to the Agreement which finalized this Agreement. Pursuant to the terms of this amendment, it was agreed that, as part of the Acquisition, the Company would acquire the outstanding capital stock of Somahlution, Inc., held by Somahlution, LLC, rather than the assets of Somahlution, Inc. This change to the Agreement was made to accommodate the European Union (“EU”) requirements with respect to the future manufacturing under Somahlution, Inc. of CE marked products for sale in the EU. As part of the transaction, simultaneously with the closing, Marizyme, Inc. transferred the acquired assets to Somahlution, Inc. On September 25, 2020, the Company formed Somaceutica, Inc., a Florida corporation. On September 30, 2020, the Company formed Marizyme Sciences, Inc., a Florida corporation. The Company’s common stock, $0.001 par value per share (the “Common Stock”), is currently quoted on the OTC Markets QB Tier under the ticker symbol “MRZM.” Change in Management and the Board of Directors On September 1, 2020, Nicholas DeVito resigned as the Company’s interim Chief Executive Officer and Chief Financial Officer. On September 1, 2020, James Sapirstein, a Director of the Company, became the Company’s Interim Chief Executive Officer. On September 1, 2020, Bruce Harmon was appointed as the Company’s Chief Financial Officer. On November 1, 2020, Dr. Neil J. Campbell was appointed as the Company’s Chief Executive Officer, President, and Director. On November 1, 2020, James Sapirstein relinquished his role as interim Chief Executive Officer. On October 30, 2020, Dr. William Hearl was appointed as a Director on the Company’s board of directors. On December 1, 2020, Dr. Steven Brooks was appointed as the Company’s Chief Medical Officer and Executive Vice President of Medical and Regulatory Affairs. On December 2, 2020, Dr. Donald Very, Jr. was appointed as the Company’s Executive Vice President of Research and Development. On January 16, 2021, Roger Schaller was appointed as the Company Executive Vice President of Commercial Operations. On January 29, 2021, Amy Chandler was promoted to Executive Vice President of Regulatory and Quality Affairs. On February 3, 2021, Julie Kampf was appointed as a Director on the Company’s board of directors. On February 22, 2021, Dr. Vithal Dhaduk was appointed as a Director on the Company’s board of directors. On March 18, 2021, Dr. Neil Campbell resigned as Chief Executive Officer, President and Director. On March 19, 2021, James Sapirstein was appointed as Interim Chief Executive Officer. On April 2, 2021, Dr. Satish Chandran was terminated as Chief Technology Officer. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN The accompanying consolidated financial statements and the factors within it, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and the ability of the Company to continue as a going concern for a reasonable period of time. The Company had a net loss of $5,845,053 and cash used in operating activities of $3,223,836 for the year ended December 31, 2020. As of December 31, 2020, the Company had a working capital surplus of $2,384,682, and accumulated deficit of $36,825,634. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. Since inception, the Company has minimal revenue and there is no assurance that we will be able to generate additional revenue through product development. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”) and Marizyme Sciences, Inc. (“Marizyme Sciences”). All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the 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, allowance for doubtful accounts, recoverability of long-term assets including intangible assets and goodwill, amortization expense, inventory valuation, valuation of warrants, stock-based compensation, and deferred tax valuations. Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting based on Accounting Standards Codification (“ASC”) 805 — Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s consolidated statements of operations. Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2020 and 2019, the Company had no cash equivalents. Reclassifications Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported. The reclassifications were for the Statement of Operation which combined its expenses into two categories whereas, for comparison purposes for the years ended December 31, 2020 to December 31, 2019, professional fees and stock-based compensation was segregated. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company did not have an allowance at December 31, 2020 or 2019. The Company did not record any bad debt expense in each of the years ended December 31, 2020 and 2019. Inventory Inventory consisted of primarily finished goods and is valued at the lower of cost or net realizable value. Inventory is held in a third-party warehouse in foreign countries. Cost is determined using the FIFO method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has determined that no inventory reserve was necessary as of December 31, 2020 and 2019. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with FASB ASC 820 (the “Fair Value Topic”). For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company had no assets or liabilities measured at fair value on a recurring basis at December 31, 2020 and 2019. Fixed Assets Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations. Classification Estimated Useful Lives Equipment 5 to 7 years Furniture and fixtures 4 to 7 years Intangible Assets Costs incurred to file patent applications and acquired intangibles are capitalized when the Company believes that there is a high likelihood that the patent will be issued and there will be future economic benefit associated with the patent. These costs will be amortized on a straight-line basis over a 20-year life from the date of patent filing. All costs associated with abandoned patent applications are expensed. In addition, the Company will review the carrying value of patents for indicators of impairment on a periodic basis and if it determines that the carrying value is impaired, it values the patent at fair value. Impairment of Long-lived Assets The Company follows ASC 360 for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company determined that there were no impairments of long-lived assets at December 31, 2020 and 2019. Revenue Recognition We recognize revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation 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). The customer is invoiced, and Payment Terms are Net 30. As our products have an expiration date, if a product expires, we will replace the product at no charge. Revenue disaggregation for year ended December 31, 2020 amount to $71,610 in Spain, $23,080 in Singapore, $63,110 in Austria and $39,336 in Switzerland. In the transaction that acquired the assets of Somahlution, LLC, the Company determined that the CE mark for Europe must be in Marizyme, Inc. in order for Somahlution, Inc. to bill revenue and receive the payments accordingly. The Company has filed in Europe for the CE mark to be in Marizyme, Inc. but, until the time it is approved by the Notified Body, BSI (British Standards Institution), which is projected for May 2021, Somahlution, LLC provides the billing and receiver of funds. On a periodical basis, the cash received is transferred to Somahlution, Inc. Direct Cost of Revenue Cost of sales includes the actual cost of merchandise sold; the cost of transportation of merchandise from our third-party vendor to our distributer. Net Income (Loss) per Share The Company computes basic and diluted income (loss) per share amounts pursuant to ASC 260 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss available to common stockholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss available to common stockholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. The following is a reconciliation of basic and diluted earnings (loss) per common share for the years ended December 31, 2020 and 2019: For the Years Ended December 31, 2020 2019 Basic and diluted earnings per common share Numerator: Net loss available to common shareholders $ (5,845,053 ) $ (1,058,039 ) Denominator: Weighted average common shares outstanding 26,373,982 19,805,959 Basic and diluted loss per common share $ (0.22 ) $ (0.05 ) Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2020 and 2019. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the years ended December 31, 2020 and 2019. Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of December 31, 2020 and 2019. Effect of Recent Accounting Pronouncements Accounting Standards Adopted During the Year Ended December 31, 2020 The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), as of January 1, 2020, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at the application date. In addition, the Company elected the available practical expedients permitted under the transaction guidance within the new standard. The most significant impact from the adoption of the new standard was the recognition of operating lease right-of-use assets and operating lease liabilities. The Company entered into a new lease in December 2020 which resulted in the recording of additional lease assets and liabilities with a balance of $1,317,830 as of December 31, 2020. The standard did not materially impact the consolidated net loss and had no impact on cash flows. Recently Issued Accounting Standards Not Yet Adopted The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its consolidated financial statements. Concentration of Credit Risk The Company places its temporary cash investments with financial institutions insured by the FDIC. The Company has amounts over insured limits. Amounts on deposit may at times exceed the FDIC insurance limit. The Company has not experienced any losses in such accounts. Customer Concentrations For the year ended December 31, 2020, four customers made up 100% of the revenues. As of December 31, 2020, three customers made up 100% of accounts receivable. For the year ended December 31, 2019, the Company had no customers. Research and Development All research and development costs, payments to laboratories and research consultants are expensed when incurred. |
Lease
Lease | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease | NOTE 4 – LEASE Effective January 1, 2020, the Company adopted the provision of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The provisions of this ASU require the Company to record a right-of-use asset and related lease liability related to their leases. The Company leases its administrative office and laboratories under an operating lease agreement. The Company entered into an agreement in December 2020 for approximately 8,500 square feet which is for a five-and-one-half year period. The base rent is $10,817 per month. In addition, the Company is obligated to pay monthly operating expenses of approximately $12,000 per month. The lease included incentives of waived base rent for certain periods. The base rent will increase by 2.5% for the second year through the end of the term. Right-Of-Use Asset and Lease Liability: The Company’s consolidated balance sheets reflect the value of the right-of-use asset and related lease liability. This value was calculated based on the present value of the remaining base rent lease payments. The discount rate used was 3.95% which is the average commercial interest available at the time. As a result, the value of the right-of-use asset and related lease liability is as follows: December 31, 2020 2019 Right-of-use asset $ 1,317,830 $ - Total lease liability $ 1,317,830 $ - Less: Current portion 243,292 - Lease liability, net of current portion $ 1,074,538 $ - The maturities of the lease liabilities are as follows as of December 31, 2020: 2021 $ 208,997 2022 277,142 2023 277,142 2024 277,142 2025 277,142 Thereafter 130,950 Total lease payments 1,470,148 Less: Present value discount (152,318 ) Total $ 1,317,830 For the year ended December 31, 2020, operating cash flows paid in connection with operating leases amounted to $21,633. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 5 – ACQUISITIONS Krillase On September 12, 2018, the Company consummated an asset acquisition with ACB Holding AB, Reg. No. 559119-5762, a Swedish corporation to acquire all right, title and interest in their Krillase technology in exchange for 16.98 million shares of common stock. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in dental care, wound healing and thrombosis. The transaction was recorded at the fair value of the shares, $28,600,000. No amortization has been recorded as all of the patents are not yet in a position to produce cash flows. The Company anticipates Krillase being placed into service in 2023. The Company has evaluated this asset for impairment and has determined that due to COVID-19 delaying the next steps for this technology, along with the associated value of the research and development, the status of the clinical trials, and other pertinent proprietary technology, there is no impairment required. During 2020, the Company incurred legal and filing fees of $17,801 associated with a patent application for pharmaceutical compositions and methods for the treatment of thrombosis. The patents are pending. DuraGraft® On December 15, 2019, the Company entered into a contingent asset purchase agreement (the “Agreement”), as amended on March 31, 2020 and May 29, 2020, with Somahlution, LLC, Somahlution, Inc., and Somaceutica, LLC, companies duly organized under the laws of Delaware (collectively, “Somah”) to acquire all of the assets and none of the liabilities of Somah (the “Acquisition”), including DuraGraft®, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. On July 31, 2020, the Company and Somah entered into Amendment No. 3 to the Agreement and the Agreement was finalized. Pursuant to the terms of this amendment, it was agreed that, as part of the Acquisition, the Company would acquire the outstanding capital stock of Somahlution, Inc., held by Somahlution, LLC, rather than the assets of Somahlution, Inc. This change to the Agreement was made to accommodate the European Union (“EU”) requirements with respect to the future manufacturing under Somahlution, Inc. of CE marked products for sale in the EU. In Amendment No. 2, the Company agreed to assume certain payables of Somah related to clinical and medical expenses. These assumed payables were $344,321. It was agreed that the payments on the assumed debts would be recorded as a prepaid royalty against future royalties. As of December 31, 2020, prepaid royalties were $344,321 and were recorded as a non-current asset. See Note 9. The Company compensated the Somah stockholders as follows: (1) 10,000,000 shares of common stock valued at $1.25 per share (the Company’s stock is thinly traded therefore the value per share was determined by the funding completed on August 3, 2020 which sold 4,610,064 shares of common stock at $1.25 per share, which was the first tranche of a total funding of $7,000,240 (5,600,272 shares, August 3, 2020 and September 25, 2020) which all stock was sold at $1.25 per share); (2) 3,000,000 warrants with a strike price of $5.00 per share and a term of five years; and (3) royalties on all net sales for Somahlution, Inc. of 6% on the first $50 million of net sales, 4% for greater than $50 million up to $200 million, and 2% for greater than $200 million. The Company is in the process of determining the fair value of the royalty component of the total consideration as well as the identifiable intangible assets acquired in business combination. The Company is using a third-party valuation firm and at this time we are unable to estimate the contingent consideration related to the future royalty payment stream amount accurately. As such, the following table represents the preliminary consideration in connection with the transaction excluding the fair value of the royalty payment stream: Consideration given: Common stock shares given $ 12,500,000 Warrants given 1,932,300 Total consideration given $ 14,432,300 Fair value of identifiable assets acquired, and liabilities assumed: Receivables $ 45,845 Inventory 229,635 Fixed assets 9,092 Intangible assets 14,147,728 Total identifiable net assets $ 14,432,300 The Company anticipates a significant fair value to be assigned to identifiable intangible assets such as in process research and development and patents. Included in the preliminary allocation to the fair value of assets acquired and liabilities assumed is an 100% allocation to intangible assets for the consideration in excess of tangible net assets. The Company utilized a preliminary estimated weighted average amortization period of seven years. As such, the Company recorded amortization expense of $589,489 during the year ended December 31, 2020. Dr. Vithal D. Dhaduk, a co-founder of Somahlution, LLC (“Dhaduk”), is the subject of a complaint filed in the United States District Court, Middle District of Pennsylvania, Civil Action No. 3:17 cv 02243 in December 2017 by Mukeshkkumar B. Patel (“Patel”), a former business partner of Dhaduk, which complaint makes claims of breach of contract, promissory estoppel and unjust enrichment regarding a Memorandum of Understanding, dated July 16, 2015, between Patel and Dhaduk (“MOU”). The MOU provided that Dhaduk would pay Patel $9.45 million as consideration for Patel’s agreement to, among other things, (i) exit certain legal entities that were purportedly jointly owned by certain affiliates of Dhaduk and Patel, including Somahlution LLC, and (ii) relinquish his ownership interests in such entities. On December 2, 2019, the court granted Patel’s motion for summary judgment on his breach of contract claim, which judgment Dhaduk is currently appealing (such legal proceedings, collectively referred to as the “Dhaduk Litigation”). The Company is not a named defendant in the Dhaduk Litigation, and the court’s summary judgment is against Dhaduk in his personal capacity. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of April 15, 2021, there were no pending or threatened lawsuits. Contingencies On July 13, 2019, the Company signed a consulting agreement with an individual to advise the Board of Directors. The individual receives $30,000 per month through July 13, 2022 and received an option to purchase 250,000 shares of common stock at a strike price of $1.50, which vest monthly through July 13, 2021. The vesting of these options was accelerated by the Board on September 2, 2020. See Note 10. The agreement also provided for royalties derived directly from the assets related to wound healing, debridement, grafting, dental applications for both human and pet, and thrombosis (see Note 5 – Krillase). The royalties associated with the acquisition of Krillase will be calculated as follows: Royalties on sales equal to: 10% on net sales On December 15, 2019, the Company entered into the Agreement, as amended on March 31, 2020 and May 29, 2020, with Somah (see Note 5). The royalties associated with the Agreement will be calculated as follows: Royalties on U.S. sales equal to: 5% on the first $50,000,000 of net sales 4% on net sales of $50,000,001 up to $200,000,000 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 2% on net sales over $200,000,000 The royalties are in perpetuity. As of December 31, 2020, there has been no revenue related to the above royalties. The Company, after the acquisition of Somah, has been leasing the office space on a month-to-month basis with a monthly rate of $10,701. The Company maintained this office space through December 31, 2020. Employment and Consulting Agreements On September 1, 2020, Bruce Harmon executed a consulting agreement and was named as chief financial officer. He is compensated $120,000 annually, received 40,000 shares of common stock vesting over one year. On October 22, 2020, Mr. Harmon received 120,000 options for common stock vesting over three years with an exercise price of $1.25. See Note 10. On November 1, 2020, Mr. Harmon became an employee of the Company thereby cancelling the consulting agreement. On March 5, 2021, Mr. Harmon executed a letter of understanding for employment. See Note 1. On November 1, 2020, Dr. Neil J. Campbell executed an employment agreement and was named as chief executive officer, president and director. He is compensated $375,000 annually, received 500,000 options for common stock vesting over three years, with an exercise price of $1.25. On March 18, 2021, Dr. Campbell resigned all positions. See Notes 1 and 12. We expect to enter into a settlement and release agreement with Dr. Campbell but as of the date of this annual report no such agreement has been finalized. On November 30, 2020, Dr. Steven Brooks executed a letter of understanding for employment as chief medical officer. On December 1, 2020, Dr. Donald Very executed a letter of understanding for employment as executive vice president. On January 16, 2020, Roger Schaller executed a letter of understanding for employment as executive vice president. Risks and Uncertainties The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 7 – FIXED ASSETS Fixed assets, stated at cost, less accumulated depreciation at December 31, 2020 and 2019 consisted of the following: December 31, 2020 2019 Furniture and equipment $ 701 $ - Computer related 7,220 - Machinery and equipment 1,171 - Total 9,092 - Less: accumulation depreciation (1,970 ) - Property and equipment, net $ 7,122 $ - Depreciation expense for the years ended December 31, 2020 and 2019 was $1,970 and $0, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 8 –INTANGIBLE ASSETS On September 12, 2018, the Company consummated an asset acquisition with ACB Holding AB, Reg. No. 559119-5762, a Swedish corporation to acquire all right, title and interest in their Krillase technology in exchange for 16.98 million shares of common stock. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in dental care, wound healing and thrombosis. The transaction was recorded at the fair value of the shares. No amortization has been recorded as the patents and patent applications are not yet in a position to produce cash flows. During 2020, the Company incurred legal and filing fees of $17,801 associated with a patent application for pharmaceutical compositions and methods for the treatment of thrombosis. The patents are pending. The Company capitalized these costs. On July 31, 2020, the Company executed an agreement with Somah (see Note 4) for the DuraGraft® technology in exchange for 10,000,000 shares of common stock, 3,000,000 warrants and a royalty as stated herein. Somah is engaged in developing products to prevent ischemic injury to organs and tissues and DuraGraft® is a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. December 31, 2020 December 31, 2019 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Krillase - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology $ 28,600,000 $ - $ 28,600,000 $ 28,600,000 $ - $ 28,600,000 DuraGraft - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology 14,147,729 (589,489 ) 13,558,240 - - - Patents in process 119,971 - 119,971 13,000 - 13,000 Total Intangibles $ 42,867,700 $ (589,489 ) $ 42,278,211 $ 28,613,000 $ - $ 28,613,000 For the year ended December 31, 2020, changes to intangible assets were as follows: Balance, December 31, 2019 $ 28,613,000 Acquired in asset purchase agreement 14,147,729 Additions 106,971 Accumulated amortization (589,489 ) Balance, December 31, 2020 $ 42,278,211 The Company has recorded amortization expense of $589,489 for the year ended December 31, 2020. 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 are not currently being amortized as they have not yet been put into operations. Future amortizations for DuraGraft related intangible assets for the next five years will be $1,414,773 for each year from 2021 through 2028 and $825,284 for 2029. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 – RELATED PARTY TRANSACTIONS The Company has recorded a prepaid royalty to the shareholders of Somahlution, LLC in regard to the acquisition (see Note 5). The primary beneficial owner is Dr. Vithal Dhaduk, a director of the Company (appointed in 2021) and significant shareholder of the Company. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10 – STOCKHOLDERS’ EQUITY Preferred stock Our Articles of Incorporation authorize the issuance of 25,000,000 shares of “blank check” preferred stock with a par value of $0.001. As of December 31, 2020, and 2019, there were no shares issued and outstanding, respectively. Common stock Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock with a par value of $0.001. As of December 31, 2020, there were 35,928,188 shares of common stock issued and outstanding and, as of December 31, 2019, 19,858,939 shares of common stock issued and outstanding. The following transactions in the Company’s common stock were completed in the year ended December 31, 2020: On January 9, 2020, the Company issued 125,000 shares to a consultant who exercised 125,000 options in lieu of $126,250 in accounts payable. On April 6, 2020, the Company issued 160,000 shares of common stock to a consultant who exercised 160,000 options in lieu of $161,600 in accounts payable. On April 6, 2020, the Company issued 5,000 shares of common stock to a director of the Company who exercised 5,000 options in exchange for $5,050 in cash. On April 6, 2020, the Company issued 15,000 shares of common stock to a consultant in exchange for services rendered in the amount of $15,150. On June 8, 2020, the Company issued 20,000 shares of common stock to a consultant who exercised 20,000 options in lieu of $20,200 in accounts payable. On July 28, 2020, the Company issued 64,057 shares of common stock in the conversion of $59,453 of debt. On July 28, 2020, the Company issued 20,000 shares of common stock were issued at a value of $25,000 to a consultant. On July 31, 2020, the Company completed the Soma Acquisition (see Note 3) whereas 10,000,000 shares of common stock and 3,000,000 warrants were issued. The fair value of common stock and warrants amounted to $12,500,000 and $1,932,300, respectively. On August 3, 2020, the Company completed an initial closing of a private placement (the “Private Placement”) with certain accredited investors (the “Investors”) pursuant to which the Company sold and issued to the Investors an aggregate of 4,609,984 shares (the “Shares”) of its Common Stock at a purchase price of $1.25 per share. Each of the Investors is an “accredited investor” as that term is defined in Regulation D, Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”). The Shares issued and sold in the Private Placement were offered and sold by the Company in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D thereunder. In consideration for services rendered as the placement agent in the Private Placement, on August 2, 2020, the Company paid Univest Securities LLC cash commissions totaling $460,999, or 8% of the gross proceeds of the Private Placement closing, a 1% non-accountable expense allowance totaling $57,625, and the $31,250 balance (of a total of $37,500) due to the placement agent in advisory fees. Additionally, the Company issued to the placement agent a five-year warrant to purchase an aggregate of 229,499 shares of the Company’s Common Stock at an exercise price of $1.375 per share (the “Agent Warrant”). The Agent Warrant, for which the placement agent paid the Company $100, may be exercised on a cashless basis. The exercise price of the Agent Warrant is subject to adjustment for stock splits, stock dividends, recapitalizations, and the like. On September 1, 2020, the Company issued 40,000 restricted shares of common stock to Bruce Harmon, the chief financial officer of the Company. The shares vest over a one-year period. On September 25, 2020, the Company closed on the second tranche of funding in the gross amount of $1,237,760 in exchange for 990,208 shares of common stock. The net amount received by the Company was $1,116,566. On October 1, 2020, the Company entered into a consulting agreement which had various compensation requirements, including the issuance of 20,000 shares of common stock (valued at $1.25 per share) and 36,364 warrants with an exercise price of $1.375. The following transactions in the Company’s capital stock were completed in the year ended December 31, 2019: On June 12, 2019, the Company issued 90,910 share units at $1.10 each for gross proceeds of $100,000 and it issued 27,727 share units at $0.9016 for gross proceeds of $25,000. Each unit consist of one share of common stock and one warrant, which allows the holder to purchase one common share of capital stock for a period of three years at a price of $3.00 per share. Options The summary of option activity for the years ended December 31, 2020 and 2019 is as follows: Weighted Weighted Average Average Total Number of Exercise Contractual Intrinsic Options Price Life Value Outstanding at December 31, 2018 265,000 $ 1.50 Granted 2,450,000 $ 1.01 Exercised - $ - Forfeited - $ - Outstanding at December 31, 2019 2,715,000 $ 1.50 Granted 1,340,000 $ 1.25 Exercised (254,057 ) $ 1.02 Forfeited - $ - Outstanding at December 31, 2020 3,800,943 $ 1.36 8.82 $ 123,600 Exercisable at December 31, 2020 2,755,110 $ 1.40 The fair value of each stock option was estimated using the Black Scholes pricing model which takes into account as of the grant date the exercise price (ranging from $1.01 to $1.37 per share in 2020) and expected life of the stock option (10 years in 2020), the current price of the underlying stock and its expected volatility (ranging from 179.31% to 304.44% in 2020), expected dividends (0%) on the stock and the risk-free interest rate (.93%) for the term of the stock option. In addition, the Company recognizes forfeitures as they occur. The following stock options were granted during the past year: On January 9, 2020, the Company issued 250,000 options for common stock to a consultant. The options have an exercise price of $1.01 and expire in 10 years. The options vest at the rate of 25,000 options per month. The Company accelerated the vesting to 100% in September 2020 therefore the remaining amortization was recorded as of September 30, 2020. The Company recorded expenses from issuance through December 31, 2020 of $222,385. The Black-Scholes value was determined to be $1.01. On August 18, 2020, the Company issued 200,000 options for common stock to a consultant. The options have an exercise price of $1.37 and expire in 10 years. The options vest over a period of eighteen months. For the year ended December 31, 2020, the Company has recorded $66,024 in stock-based compensation. The Black-Scholes value was determined to be $1.25. As of December 31, 2020, there is an unamortized amount of $175,000. On October 22, 2020, the Company issued 50,000 options for common stock to an employee. The options vest over a three-year period, have an exercise price of $1.25 and expire in 10 years. For the year ended December 31, 2020, the Company has recorded $2,604 in stock-based compensation. On January 31, 2021, the options were fully vested (see Note 12). The Black-Scholes value was determined to be $1.2453. As of December 31, 2020, there is an unamortized amount of $59,671. On October 22, 2020, the Company issued 120,000 options for common stock to Bruce Harmon, the chief financial officer of the Company. The options vest over a three-year period, have an exercise price of $1.25 and expire in 10 years. As of December 31, 2020, the Company has recorded $6,250 in stock-based compensation. On March 5, 2021, the Company accelerated the vesting to 50% as of this date and the remaining 50% as of October 22, 2021 (see Note 12). The Black-Scholes value was determined to be $1.2453. As of December 31, 2020, there is an unamortized amount of $143,210. On October 30, 2020, the Company issued 125,000 options for common stock to a consultant. The options vest over a three-year period, have an exercise price of $1.25 and expire in 10 years. For the year ended December 31, 2020, the Company has recorded $6,510 in stock-based compensation. The Black-Scholes value was determined to be $1.2454. As of December 31, 2020, there is an unamortized amount of $149,189. On November 1, 2020, Dr. Neil J. Campbell executed an employment agreement and was named as chief executive officer, president and director. He received 500,000 options for common stock vesting over three years, with an exercise price of $1.25 and expiring in 10 years. For the year ended December 31, 2020, the Company has recorded $26,042 in stock-based compensation. See Note 12. The Black-Scholes value was determined to be $1.2454. As of December 31, 2020, there is an unamortized amount of $596,754. On November 9, 2020, the Company issued 15,000 options for common stock to an employee. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. For the year ended December 31, 2020, the Company has recorded $868 in stock-based compensation. The Black-Scholes value was determined to be $1.2445. As of December 31, 2020, there is an unamortized amount of $17,806. On December 1, 2020, the Company issued 40,000 options for common stock to Dr. Steven Brooks, the Company’s chief medical officer. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. For the year ended December 31, 2020, the Company has recorded $2,083 in stock-based compensation. The Black-Scholes value was determined to be $1.2462. As of December 31, 2020, there is an unamortized amount of $47,771. On December 2, 2020, the Company issued 40,000 options for common stock to Dr. Donald Very, the Company’s executive vice president. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. For the year ended December 31, 2020, the Company has recorded $1,330 in stock-based compensation. The Black-Scholes value was determined to be $1.2461. As of December 31, 2020, there is an unamortized amount of $47,767. The weighted average grant date fair value of options granted during 2020 was $1.25. As of December 31, 2020, the total unamortized stock-based compensation expense amounted to $1,237,167 and will be expensed through December 2023. As of December 31, 2020, the number of options outstanding and exercisable are as follows including weighted average inputs used in calculating stock-based compensation: Number of Number of Remaining Exercise Options Options Life in Intrinsic Price Outstanding Exercisable Term Years Value $ 1.01 515,000 515,000 10 years 7.93 - 8.03 $ 123,600 $ 1.25 890,000 14,167 10 years 9.81 - 9.92 - $ 1.37 200,000 30,000 10 years 9.63 - $ 1.50 2,195,943 2,195,943 10 years 8.53 - 3,800,943 2,755,110 $ 123,600 Warrants On June 12, 2019, as part of a financing, the Company issued warrants to purchase 113,637 shares of Common Stock at a strike price of $3 for a period of three years. All of these warrants were still outstanding as of December 31, 2020. On July 31, 2020, the Company completed the Somah Acquisition (see Note 4) whereas 10,000,000 shares of common stock and 3,000,000 warrants were issued. The warrants have a strike price of $5.00 per share and a term of five years. The preliminary fair market value was determined to be $0.6441 per share or $1,932,300. On September 25, 2020, the Company issued two warrants for services. The warrants were to purchase for 168,008 and 112,006 shares with a strike price of $1.375 and a term of five years. The fair market value was determined to be $0.9062 per share or $152,249 and $101,500, respectively, or $253,749, collectively. As of December 31, 2020, there are 3,393,651 warrants outstanding. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 – INCOME TAXES As of December 31, 2020, and 2019, the Company has net operating loss carry forwards of $30,973,000 and $27,552,000, respectively. The net operating loss carryforwards are expected to expire at various times through 2040. 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 2020 and 2019), as follows: December 31, December 31, 2020 2019 Tax expense (benefit) at the statutory rate $ (1,158,482 ) $ (222,188 ) Non-deductible items 385,216 - Deferred true-ups (56,746 ) - Change in valuation allowance 830,012 222,188 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 2020 and 2019 remain open to examination by federal agencies and other jurisdictions in which it operates. The following is a reconciliation of the U.S. federal statutory rate to the effective income tax rates for the years ended December 31, 2020 and 2019: December 31, December 31, 2020 2019 U.S. statutory federal rate 21.0 % 21.0 % Non-deductible / non-taxable items -6.5 % 0.0 % Deferred true-up -1.0 % 0.0 % Valuation allowance -13.5 % -21.0 % Total provision 0.0 % 0.0 % The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2020 and 2019, are as follows: December 31, December 31, 2020 2019 Deferred tax assets: Net operating loss carryforward $ 6,504,000 $ 5,785,000 Lease liability 277,000 - Intangible assets 181,000 - Deferred tax liabilities: Fixed assets (277,000 ) - Total gross deferred tax assets 6,685,000 5,785,000 Less: Deferred tax asset valuation allowance (6,685,000 ) (5,785,000 ) Total net deferred taxes $ - $ - 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 2020 and 2019 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $6,685,000 and $5,785,000 as of December 31, 2020 and 2019, 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 is currently evaluating the impact of the CARES Act, but at present does not expect that the NOL carryback provision of the CARES Act would result in a material cash benefit to them. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the consolidated financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the consolidated financial statements, except as stated herein. On January 1, 2021, the Company issued 7,500 options for common stock to an employee. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. On January 12, 2021, the Company issued 20,000 options for common stock to an employee. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. On January 13, 2021, the Board of Directors approved the Marizyme, Inc. 2021 Stock Incentive Plan (“SIP”). The SIP incorporates stock options issued prior to January 13, 2021. On January 16, 2021, the Company issued 40,000 options for common stock to Roger Schaller, the Company’s executive vice president. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. On January 29, 2021, the Company issued 40,000 options for common stock to Amy Chandler, the Company’s executive vice president. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. On January 31, 2021, the Company fully vested 50,000 options for an employee. See Note 10. On March 5, 2021, the Company modified the vesting of the common stock and stock options issued to Mr. Harmon. As of this date, all common stock was vested and 50% of the stock options were vested as of this date and the remaining 50% vest on October 22, 2021. See Note 10. On March 5, 2021, the Company issued 125,000 options for common stock to James Sapirstein, the Company’s chairman. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. On March 5, 2021, the Company issued 125,000 options for common stock to Terry Brostowin, a director for the Company. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. On March 5, 2021, the Company issued 125,000 options for common stock to Dr. William Hearl, a director for the Company. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. On March 5, 2021, the Company issued 125,000 options for common stock to Julie Kampf, a director for the Company. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. On March 5, 2021, the Company issued 125,000 options for common stock to Dr. Vithal Dhaduk, a director for the Company. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. On March 18, 2021, Dr. Campbell resigned from all positions. See Notes 1, 6 and 10 to the financial statements. On April 2, 2021, Dr. Satish Chandran was terminated from all positions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, Somahlution, Inc. (“Somahlution”), Somaceutica, Inc. (“Somaceutica”) and Marizyme Sciences, Inc. (“Marizyme Sciences”). All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | 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, allowance for doubtful accounts, recoverability of long-term assets including intangible assets and goodwill, amortization expense, inventory valuation, valuation of warrants, stock-based compensation, and deferred tax valuations. |
Business Combinations | Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting based on Accounting Standards Codification (“ASC”) 805 — Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2020 and 2019, the Company had no cash equivalents. |
Reclassifications | Reclassifications Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported. The reclassifications were for the Statement of Operation which combined its expenses into two categories whereas, for comparison purposes for the years ended December 31, 2020 to December 31, 2019, professional fees and stock-based compensation was segregated. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company did not have an allowance at December 31, 2020 or 2019. The Company did not record any bad debt expense in each of the years ended December 31, 2020 and 2019. |
Inventory | Inventory Inventory consisted of primarily finished goods and is valued at the lower of cost or net realizable value. Inventory is held in a third-party warehouse in foreign countries. Cost is determined using the FIFO method. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. The Company has determined that no inventory reserve was necessary as of December 31, 2020 and 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with FASB ASC 820 (the “Fair Value Topic”). For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company had no assets or liabilities measured at fair value on a recurring basis at December 31, 2020 and 2019. |
Fixed Assets | Fixed Assets Fixed assets are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations. Classification Estimated Useful Lives Equipment 5 to 7 years Furniture and fixtures 4 to 7 years |
Intangible Assets | Intangible Assets Costs incurred to file patent applications and acquired intangibles are capitalized when the Company believes that there is a high likelihood that the patent will be issued and there will be future economic benefit associated with the patent. These costs will be amortized on a straight-line basis over a 20-year life from the date of patent filing. All costs associated with abandoned patent applications are expensed. In addition, the Company will review the carrying value of patents for indicators of impairment on a periodic basis and if it determines that the carrying value is impaired, it values the patent at fair value. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company follows ASC 360 for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company determined that there were no impairments of long-lived assets at December 31, 2020 and 2019. |
Revenue Recognition | Revenue Recognition We recognize revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation 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). The customer is invoiced, and Payment Terms are Net 30. As our products have an expiration date, if a product expires, we will replace the product at no charge. Revenue disaggregation for year ended December 31, 2020 amount to $71,610 in Spain, $23,080 in Singapore, $63,110 in Austria and $39,336 in Switzerland. In the transaction that acquired the assets of Somahlution, LLC, the Company determined that the CE mark for Europe must be in Marizyme, Inc. in order for Somahlution, Inc. to bill revenue and receive the payments accordingly. The Company has filed in Europe for the CE mark to be in Marizyme, Inc. but, until the time it is approved by the Notified Body, BSI (British Standards Institution), which is projected for May 2021, Somahlution, LLC provides the billing and receiver of funds. On a periodical basis, the cash received is transferred to Somahlution, Inc. |
Direct Cost of Revenue | Direct Cost of Revenue Cost of sales includes the actual cost of merchandise sold; the cost of transportation of merchandise from our third-party vendor to our distributer. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company computes basic and diluted income (loss) per share amounts pursuant to ASC 260 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss available to common stockholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss available to common stockholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. The following is a reconciliation of basic and diluted earnings (loss) per common share for the years ended December 31, 2020 and 2019: For the Years Ended December 31, 2020 2019 Basic and diluted earnings per common share Numerator: Net loss available to common shareholders $ (5,845,053 ) $ (1,058,039 ) Denominator: Weighted average common shares outstanding 26,373,982 19,805,959 Basic and diluted loss per common share $ (0.22 ) $ (0.05 ) |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2020 and 2019. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the years ended December 31, 2020 and 2019. |
Segment Information | Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of December 31, 2020 and 2019. |
Effect of Recent Accounting Pronouncements | Effect of Recent Accounting Pronouncements Accounting Standards Adopted During the Year Ended December 31, 2020 The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), as of January 1, 2020, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at the application date. In addition, the Company elected the available practical expedients permitted under the transaction guidance within the new standard. The most significant impact from the adoption of the new standard was the recognition of operating lease right-of-use assets and operating lease liabilities. The Company entered into a new lease in December 2020 which resulted in the recording of additional lease assets and liabilities with a balance of $1,317,830 as of December 31, 2020. The standard did not materially impact the consolidated net loss and had no impact on cash flows. Recently Issued Accounting Standards Not Yet Adopted The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its consolidated financial statements. |
Concentration of Credit Risk | Concentration of Credit Risk The Company places its temporary cash investments with financial institutions insured by the FDIC. The Company has amounts over insured limits. Amounts on deposit may at times exceed the FDIC insurance limit. The Company has not experienced any losses in such accounts. |
Customer Concentrations | Customer Concentrations For the year ended December 31, 2020, four customers made up 100% of the revenues. As of December 31, 2020, three customers made up 100% of accounts receivable. For the year ended December 31, 2019, the Company had no customers. |
Research and Development | Research and Development All research and development costs, payments to laboratories and research consultants are expensed when incurred. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Useful Life of Fixed Assets | Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in consolidated statements of operations. Classification Estimated Useful Lives Equipment 5 to 7 years Furniture and fixtures 4 to 7 years |
Schedule of Reconciliation of Basic and Diluted Earnings (Loss) | The following is a reconciliation of basic and diluted earnings (loss) per common share for the years ended December 31, 2020 and 2019: For the Years Ended December 31, 2020 2019 Basic and diluted earnings per common share Numerator: Net loss available to common shareholders $ (5,845,053 ) $ (1,058,039 ) Denominator: Weighted average common shares outstanding 26,373,982 19,805,959 Basic and diluted loss per common share $ (0.22 ) $ (0.05 ) |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Right-of-use Asset and Related Lease Liability | As a result, the value of the right-of-use asset and related lease liability is as follows: December 31, 2020 2019 Right-of-use asset $ 1,317,830 $ - Total lease liability $ 1,317,830 $ - Less: Current portion 243,292 - Lease liability, net of current portion $ 1,074,538 $ - |
Schedule of Maturities of the Lease Liabilities | The maturities of the lease liabilities are as follows as of December 31, 2020: 2021 $ 208,997 2022 277,142 2023 277,142 2024 277,142 2025 277,142 Thereafter 130,950 Total lease payments 1,470,148 Less: Present value discount (152,318 ) Total $ 1,317,830 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Allocation of Consideration | As such, the following table represents the preliminary consideration in connection with the transaction excluding the fair value of the royalty payment stream: Consideration given: Common stock shares given $ 12,500,000 Warrants given 1,932,300 Total consideration given $ 14,432,300 Fair value of identifiable assets acquired, and liabilities assumed: Receivables $ 45,845 Inventory 229,635 Fixed assets 9,092 Intangible assets 14,147,728 Total identifiable net assets $ 14,432,300 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | Fixed assets, stated at cost, less accumulated depreciation at December 31, 2020 and 2019 consisted of the following: December 31, 2020 2019 Furniture and equipment $ 701 $ - Computer related 7,220 - Machinery and equipment 1,171 - Total 9,092 - Less: accumulation depreciation (1,970 ) - Property and equipment, net $ 7,122 $ - |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets Amortization Expense | December 31, 2020 December 31, 2019 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Krillase - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology $ 28,600,000 $ - $ 28,600,000 $ 28,600,000 $ - $ 28,600,000 DuraGraft - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology 14,147,729 (589,489 ) 13,558,240 - - - Patents in process 119,971 - 119,971 13,000 - 13,000 Total Intangibles $ 42,867,700 $ (589,489 ) $ 42,278,211 $ 28,613,000 $ - $ 28,613,000 |
Schedule of Intangible Assets | For the year ended December 31, 2020, changes to intangible assets were as follows: Balance, December 31, 2019 $ 28,613,000 Acquired in asset purchase agreement 14,147,729 Additions 106,971 Accumulated amortization (589,489 ) Balance, December 31, 2020 $ 42,278,211 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | The summary of option activity for the years ended December 31, 2020 and 2019 is as follows: Weighted Weighted Average Average Total Number of Exercise Contractual Intrinsic Options Price Life Value Outstanding at December 31, 2018 265,000 $ 1.50 Granted 2,450,000 $ 1.01 Exercised - $ - Forfeited - $ - Outstanding at December 31, 2019 2,715,000 $ 1.50 Granted 1,340,000 $ 1.25 Exercised (254,057 ) $ 1.02 Forfeited - $ - Outstanding at December 31, 2020 3,800,943 $ 1.36 8.82 $ 123,600 Exercisable at December 31, 2020 2,755,110 $ 1.40 |
Schedule of Options Outstanding and Exercisable | As of December 31, 2020, the number of options outstanding and exercisable are as follows including weighted average inputs used in calculating stock-based compensation: Number of Number of Remaining Exercise Options Options Life in Intrinsic Price Outstanding Exercisable Term Years Value $ 1.01 515,000 515,000 10 years 7.93 - 8.03 $ 123,600 $ 1.25 890,000 14,167 10 years 9.81 - 9.92 - $ 1.37 200,000 30,000 10 years 9.63 - $ 1.50 2,195,943 2,195,943 10 years 8.53 - 3,800,943 2,755,110 $ 123,600 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | 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 2020 and 2019), as follows: December 31, December 31, 2020 2019 Tax expense (benefit) at the statutory rate $ (1,158,482 ) $ (222,188 ) Non-deductible items 385,216 - Deferred true-ups (56,746 ) - Change in valuation allowance 830,012 222,188 Total $ - $ - |
Schedule of Effective Income Tax Rates | The following is a reconciliation of the U.S. federal statutory rate to the effective income tax rates for the years ended December 31, 2020 and 2019: December 31, December 31, 2020 2019 U.S. statutory federal rate 21.0 % 21.0 % Non-deductible / non-taxable items -6.5 % 0.0 % Deferred true-up -1.0 % 0.0 % Valuation allowance -13.5 % -21.0 % Total provision 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2020 and 2019, are as follows: December 31, December 31, 2020 2019 Deferred tax assets: Net operating loss carryforward $ 6,504,000 $ 5,785,000 Lease liability 277,000 - Intangible assets 181,000 - Deferred tax liabilities: Fixed assets (277,000 ) - Total gross deferred tax assets 6,685,000 5,785,000 Less: Deferred tax asset valuation allowance (6,685,000 ) (5,785,000 ) Total net deferred taxes $ - $ - |
Organization and Description _2
Organization and Description of Business (Details Narrative) - $ / shares | Sep. 12, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 01, 2018 |
Common stock, par value | $ 0.001 | $ 0.001 | ||
Krillase Technology [Member] | ||||
Issuance of common stock for acquisition, shares | 16,980,000 | |||
X- Assets Enterprises, Inc [Member] | ||||
Equity ownership method, percentage | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Going Concern Details Narrative Abstract | ||
Net loss | $ (5,845,053) | $ (1,058,039) |
Cash used in operating activities | (3,223,836) | (112,014) |
Working capital surplus | 3,223,736 | |
Accumulated deficit | $ (36,825,634) | $ (30,980,581) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Cash equivalents | ||
Allowance for doubtful accounts | ||
Bad debt expense | 0 | 0 |
Inventory reserve | ||
Assets or liabilities measured at fair value on a recurring basis | ||
Intangible assets useful life | 20 years | |
Impairments of long-lived assets | ||
Revenue | $ 197,136 | |
Number of operating segment | Segment | 1 | |
Revenue [Member] | CustomerConcentrationRiskMember | Four Customer [Member] | ||
Concentration risk, percentage | 100.00% | |
Revenue [Member] | CustomerConcentrationRiskMember | No Customer [Member] | ||
Concentration risk, percentage | ||
SPAIN | ||
Revenue | $ 71,610 | |
SINGAPORE | ||
Revenue | 23,080 | |
AUSTRIA | ||
Revenue | 63,110 | |
SWITZERLAND | ||
Revenue | $ 39,336 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Useful Life of Fixed Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Equipment [Member] | Minimum [Member] | |
Estimated useful lives | 5 years |
Equipment [Member] | Maximum [Member] | |
Estimated useful lives | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Estimated useful lives | 4 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Estimated useful lives | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Reconciliation of Basic and Diluted Earnings (Loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Basic and diluted earnings per common share: Net loss available to common shareholders | $ (5,845,053) | $ (1,058,039) |
Basic and diluted earnings per common share: Weighted average common shares outstanding | 26,373,982 | 19,805,959 |
Basic and diluted earnings per common share: Basic and diluted loss per common share | $ (0.22) | $ (0.05) |
Lease (Details Narrative)
Lease (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses | $ 5,996,739 | $ 1,058,039 | |
Operating lease, payments | $ 21,633 | ||
Operating Lease Agreement [Member] | |||
Operating lease description | The Company entered into an agreement in December 2020 for approximately 8,500 square feet with is for a five-and-one-half year period. | ||
Base rent | $ 10,817 | ||
Operating expenses | $ 12,000 | ||
Base rent percentage | 2.50% | ||
Operating lease term | 2 years | 2 years | |
Operating lease discount rate | 3.95% | 3.95% |
Lease - Schedule of Right-of-us
Lease - Schedule of Right-of-use Asset and Related Lease Liability (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Notes to Financial Statements | ||
Right-of-use asset | $ 1,317,830 | |
Total lease liability | 1,317,830 | |
Less: Current portion | 243,292 | |
Lease liability, net of current portion | $ 1,074,538 |
Lease - Schedule of Maturities
Lease - Schedule of Maturities of the Lease Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Notes to Financial Statements | ||
2021 | $ 208,997 | |
2022 | 277,142 | |
2023 | 277,142 | |
2024 | 277,142 | |
2025 | 277,142 | |
Thereafter | 130,950 | |
Total lease payments | 1,470,148 | |
Less: Present value discount | (152,318) | |
Total | $ 1,317,830 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Sep. 25, 2020 | Aug. 03, 2020 | Jul. 31, 2020 | Sep. 12, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Acquisitions, value | $ 12,500,000 | |||||
Legal and filing fees | 17,801 | |||||
Prepaid royalties, non-current | 344,321 | |||||
Shares issues at common stock value | $ 6,275,164 | 125,000 | ||||
Royalties percentage | 10.00% | |||||
Net sales | $ 197,136 | |||||
Percentage of allocation to intangible assets | 100.00% | |||||
Amortization expense | $ 589,489 | |||||
Consideration transferred amount | 14,432,300 | |||||
Mukeshkkumar B. Patel [Member] | ||||||
Consideration transferred amount | 9,450,000 | |||||
Krillase Technology [Member] | ||||||
Issuance of common stock for acquisition, shares | 16,980,000 | |||||
Acquisitions, value | $ 28,600,000 | |||||
Legal and filing fees | $ 17,801 | |||||
Somah [Member] | ||||||
Number of shares issues at common stock | 5,600,272 | 5,600,272 | 10,000,000 | |||
Shares issued, price per share | $ 1.25 | $ 1.25 | $ 1.25 | |||
Sale of common stock, shares | 4,610,064 | |||||
Shares issues at common stock value | $ 7,000,240 | $ 7,000,240 | ||||
Warrant, shares | 3,000,000 | |||||
Warrant, per shares | $ 5 | |||||
Warrant, term | 5 years | |||||
Business combination, description | The Company compensated the Somah stockholders as follows: (1) 10,000,000 shares of common stock valued at $1.25 per share (the Company's stock is thinly traded therefore the value per share was determined by the funding completed on August 3, 2020 which sold 4,610,064 shares of common stock at $1.25 per share, which was the first tranche of a total funding of $7,000,240 (5,600,272 shares, August 3, 2020 and September 25, 2020) which all stock was sold at $1.25 per share); (2) 3,000,000 warrants with a strike price of $5.00 per share and a term of five years; and (3) royalties on all net sales for Somahlution, Inc. of 6% on the first $50 million of net sales, 4% for greater than $50 million up to $200 million, and 2% for greater than $200 million. | |||||
Somahlution Inc [Member] | Net Sales [Member] | ||||||
Royalties percentage | 6.00% | |||||
Net sales | $ 50,000,000 | |||||
Somahlution Inc [Member] | Net Sales [Member] | Minimum [Member] | ||||||
Royalties percentage | 4.00% | |||||
Net sales | $ 50,000,000 | |||||
Somahlution Inc [Member] | Net Sales [Member] | Maximum [Member] | ||||||
Royalties percentage | 4.00% | |||||
Net sales | $ 200,000,000 | |||||
Somahlution Inc [Member] | Net Sales [Member] | Maximum [Member] | ||||||
Royalties percentage | 2.00% | |||||
Net sales | $ 200,000,000 |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Allocation of Consideration (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Combinations [Abstract] | |
Common stock shares given | $ 12,500,000 |
Warrants given | 1,932,300 |
Total consideration given | 14,432,300 |
Receivables | 45,845 |
Inventory | 229,635 |
Fixed assets | 9,092 |
Intangible assets | 14,147,728 |
Total identifiable net assets | $ 14,432,300 |
Commitments And Contingencies (
Commitments And Contingencies (Details Narrative) - USD ($) | Nov. 01, 2020 | Oct. 22, 2020 | Sep. 01, 2020 | Jul. 13, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Salary and wage | $ 1,153,978 | |||||
Issuance of stock options | 1,340,000 | 2,450,000 | ||||
Royalties percentage | 10.00% | |||||
Leasing for office space | $ 10,701 | |||||
Vesting period | 8 years 9 months 25 days | |||||
Exercise price per share | $ 1.40 | |||||
Employment and Consulting Agreements [Member] | Chief Financial Officer [Member] | ||||||
Issuance of stock options | 120,000 | 40,000 | ||||
Compensation | $ 120,000 | |||||
Vesting period | 3 years | 1 year | ||||
Exercise price per share | $ 1.25 | |||||
Employment and Consulting Agreements [Member] | Chief Executive Officer [Member] | ||||||
Issuance of stock options | 500,000 | |||||
Compensation | $ 375,000 | |||||
Vesting period | 3 years | |||||
Exercise price per share | $ 1.25 | |||||
US Sales [Member] | First 50,000,000 [Member] | ||||||
Royalties percentage | 5.00% | |||||
US Sales [Member] | 50,000,000 Up to 200,000,000 [Member] | ||||||
Royalties percentage | 4.00% | |||||
US Sales [Member] | Over 200,000,000 [Member] | ||||||
Royalties percentage | 2.00% | |||||
US Outside Sales [Member] | First 50,000,000 [Member] | ||||||
Royalties percentage | 6.00% | |||||
US Outside Sales [Member] | 50,000,000 Up to 200,000,000 [Member] | ||||||
Royalties percentage | 4.00% | |||||
US Outside Sales [Member] | Over 200,000,000 [Member] | ||||||
Royalties percentage | 2.00% | |||||
July 13, 2022 [Member] | ||||||
Salary and wage | $ 30,000 | |||||
Issuance of stock options | 250,000 | |||||
July 13, 2021 [Member] | ||||||
Shares issued, price per share | $ 1.50 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,970 |
Fixed Assets - Schedule of Prop
Fixed Assets - Schedule of Property, Plant, and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 9,092 | |
Less: accumulation depreciation | (1,970) | |
Property and equipment, net | 7,122 | 1,970 |
Furniture and Equipment [Member] | ||
Property and equipment, gross | 701 | |
Computer Related [Member] | ||
Property and equipment, gross | 7,220 | |
Machinery and Equipment [Member] | ||
Property and equipment, gross | $ 1,171 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Jul. 31, 2020 | Sep. 12, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Legal and filing fees | $ 17,801 | |||
Amortization expense | 589,489 | |||
Somah [Member] | ||||
Number of shares issues at common stock | 10,000,000 | |||
Warrant, shares | 3,000,000 | |||
Future amortizations from 2021 through 2028 | 1,414,773 | |||
Future amortizations for 2029 | $ 825,284 | |||
Krillase Technology [Member] | ||||
Issuance of common stock for acquisition, shares | 16,980,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets Amortization Expense (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Gross Carrying Amount | $ 42,867,700 | $ 28,613,000 |
Accumulated Amortization | (589,489) | |
Net Carrying Amount | 42,278,211 | 28,613,000 |
Krillase - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology [Member] | ||
Gross Carrying Amount | 28,600,000 | 28,600,000 |
Accumulated Amortization | ||
Net Carrying Amount | 28,600,000 | 28,600,000 |
DuraGraft - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology [Member] | ||
Gross Carrying Amount | 14,147,729 | |
Accumulated Amortization | (589,489) | |
Net Carrying Amount | 13,558,240 | |
Patents In Process [Member] | ||
Gross Carrying Amount | 119,971 | 13,000 |
Accumulated Amortization | ||
Net Carrying Amount | $ 119,971 | $ 13,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Begining Balance | $ 28,613,000 |
Acquired in asset purchase agreement | 14,147,729 |
Additions | 106,971 |
Accumulated amortization | (589,489) |
Ending Balance | $ 42,278,211 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 02, 2020 | Dec. 01, 2020 | Nov. 09, 2020 | Nov. 01, 2020 | Oct. 30, 2020 | Oct. 22, 2020 | Oct. 01, 2020 | Sep. 25, 2020 | Sep. 01, 2020 | Aug. 18, 2020 | Aug. 03, 2020 | Aug. 02, 2020 | Jul. 31, 2020 | Jul. 28, 2020 | Jul. 28, 2020 | Jun. 08, 2020 | Apr. 06, 2020 | Jan. 09, 2020 | Jun. 12, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||||||||||||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||
Common stock, par value per share | $ 0.001 | $ 0.001 | |||||||||||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | |||||||||||||||||||
Common stock, shares, issued | 35,928,188 | 19,858,939 | |||||||||||||||||||
Common stock, shares, outstanding | 35,928,188 | 19,858,939 | |||||||||||||||||||
Stock issued for exercised of options | 254,057 | ||||||||||||||||||||
Stock issued during the period | $ 6,275,164 | $ 125,000 | |||||||||||||||||||
Stock issued during the period for services rendered | 237,500 | ||||||||||||||||||||
Issuance of common stock in lieu of conversion of debt | 261,453 | ||||||||||||||||||||
Advisory fees | 17,801 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 6,275,164 | $ 125,000 | |||||||||||||||||||
Stock option granted | 1,340,000 | 2,450,000 | |||||||||||||||||||
Stock option exercise price per share | $ 1.40 | ||||||||||||||||||||
Expected life | 10 years | ||||||||||||||||||||
Expected volatility rate minimum | 179.31% | ||||||||||||||||||||
Expected volatility rate maximum | 304.44% | ||||||||||||||||||||
Expected dividends rate | 0.00% | ||||||||||||||||||||
Risk-free interest rate | 0.93% | ||||||||||||||||||||
Share based payment award, fair value | $ 1,585,080 | ||||||||||||||||||||
Unamortized amount of stock option | $ 1,237,167 | ||||||||||||||||||||
Weighted average grant date fair value of options granted | $ 1.25 | $ 1.01 | |||||||||||||||||||
Warrants outstanding | 1,393,651 | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Exercise price | $ 1.01 | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Exercise price | $ 1.37 | ||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||
Warrant to purchase shares of common stock | 36,364 | ||||||||||||||||||||
Warrant exercise price per share | $ 1.375 | ||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||
Stock based compensation expenses | $ 222,385 | ||||||||||||||||||||
Share based payment award, fair value | $ 1.01 | ||||||||||||||||||||
Placement Agent [Member] | Private Placement [Member] | |||||||||||||||||||||
Commissions paid to placement agent for services rendered | $ 460,999 | ||||||||||||||||||||
Sale of stock, description | In consideration for services rendered as the placement agent in the Private Placement, on August 2, 2020, the Company paid Univest Securities LLC cash commissions totaling $460,999, or 8% of the gross proceeds of the Private Placement closing, a 1% non-accountable expense allowance totaling $57,625, and the $31,250 balance (of a total of $37,500) due to the placement agent in advisory fees. | ||||||||||||||||||||
Non-accountable expenses allowance paid to placement agent | $ 57,625 | ||||||||||||||||||||
Advisory fees | $ 31,250 | ||||||||||||||||||||
Warrant to purchase shares of common stock | 229,499 | ||||||||||||||||||||
Warrant exercise price per share | $ 1.375 | ||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||
Proceeds from warrant exercises | $ 100 | ||||||||||||||||||||
Bruce Harmon, CFO [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Restricted shares of common stock issued | 40,000 | ||||||||||||||||||||
Stock-based payment award vesting period | 1 year | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Stock issued during the period | $ 5,600 | $ 119 | |||||||||||||||||||
Stock issued during the period, shares | 5,600,192 | 118,637 | |||||||||||||||||||
Stock issued during the period for services rendered | $ 215 | ||||||||||||||||||||
Stock issued during the period for services rendered, shares | 215,000 | ||||||||||||||||||||
Issuance of common stock in lieu of conversion of debt | $ 59,453 | $ 254 | |||||||||||||||||||
Issuance of common stock in lieu of conversion of debt, shares | 64,057 | 254,057 | |||||||||||||||||||
Issuance of common stock for acquisition, shares | 10,000,000 | ||||||||||||||||||||
Warrant to purchase shares of common stock | 113,637 | ||||||||||||||||||||
Warrant exercise price per share | $ 3 | ||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||
Common Stock [Member] | Consulting Agreement [Member] | |||||||||||||||||||||
Stock issued during the period, shares | 20,000 | ||||||||||||||||||||
Share issued price per share | $ 1.25 | ||||||||||||||||||||
Common Stock [Member] | Second Tranche [Member] | |||||||||||||||||||||
Issuance of common stock in lieu of conversion of debt, shares | 990,208 | ||||||||||||||||||||
Gross amount received from second tranche of funding | $ 1,237,760 | ||||||||||||||||||||
Net amount received from second tranche of funding | $ 1,116,566 | ||||||||||||||||||||
Common Stock [Member] | Somahlution Inc [Member] | |||||||||||||||||||||
Issuance of common stock for acquisition, shares | 10,000,000 | ||||||||||||||||||||
Fair value of common stock and warrants | $ 12,500,000 | ||||||||||||||||||||
Common Stock [Member] | Consultant [Member] | |||||||||||||||||||||
Stock issued for exercised of options | 20,000 | 160,000 | 125,000 | ||||||||||||||||||
Issuance of common stock in lieu of accounts payable | $ 20,200 | $ 161,600 | $ 126,250 | ||||||||||||||||||
Stock issued during the period | $ 25,000 | ||||||||||||||||||||
Stock issued during the period, shares | 20,000 | ||||||||||||||||||||
Stock issued during the period for services rendered | $ 15,150 | ||||||||||||||||||||
Stock issued during the period for services rendered, shares | 15,000 | ||||||||||||||||||||
Stock option granted | 250,000 | ||||||||||||||||||||
Stock option exercise price per share | $ 1.01 | ||||||||||||||||||||
Stock option expiration period | 10 years | ||||||||||||||||||||
Remaining stock option vest per month at grant | 25,000 | ||||||||||||||||||||
Common Stock [Member] | Director [Member] | |||||||||||||||||||||
Stock issued for exercised of options | 5,000 | ||||||||||||||||||||
Stock issued during the period | $ 5,050 | ||||||||||||||||||||
Common Stock [Member] | Accredited Investors [Member] | Private Placement [Member] | |||||||||||||||||||||
Sale of common stock to accredited investors | 4,609,984 | ||||||||||||||||||||
Share issued price per share | $ 1.25 | ||||||||||||||||||||
Common Stock [Member] | Bruce Harmon, CFO [Member] | |||||||||||||||||||||
Stock-based payment award vesting period | 3 years | ||||||||||||||||||||
Stock option granted | 120,000 | ||||||||||||||||||||
Stock option exercise price per share | $ 1.25 | ||||||||||||||||||||
Stock option expiration period | 10 years | ||||||||||||||||||||
Stock based compensation expenses | $ 6,250 | ||||||||||||||||||||
Share based payment award, description | On March 5, 2021, the Company accelerated the vesting to 50% as of this date and the remaining 50% as of October 22, 2021 (see Note 11). | ||||||||||||||||||||
Share based payment award, fair value | $ 1.2453 | ||||||||||||||||||||
Unamortized amount of stock option | 143,210 | ||||||||||||||||||||
Common Stock [Member] | Consultant One [Member] | |||||||||||||||||||||
Stock-based payment award vesting period | 18 months | ||||||||||||||||||||
Stock option granted | 200,000 | ||||||||||||||||||||
Stock option exercise price per share | $ 1.37 | ||||||||||||||||||||
Stock option expiration period | 10 years | ||||||||||||||||||||
Stock based compensation expenses | $ 66,024 | ||||||||||||||||||||
Share based payment award, fair value | $ 1.25 | ||||||||||||||||||||
Unamortized amount of stock option | $ 175,000 | ||||||||||||||||||||
Common Stock [Member] | Employee [Member] | |||||||||||||||||||||
Stock-based payment award vesting period | 3 years | ||||||||||||||||||||
Stock option granted | 50,000 | ||||||||||||||||||||
Stock option exercise price per share | $ 1.25 | ||||||||||||||||||||
Stock option expiration period | 10 years | ||||||||||||||||||||
Stock based compensation expenses | 2,604 | ||||||||||||||||||||
Share based payment award, fair value | $ 1.2453 | ||||||||||||||||||||
Unamortized amount of stock option | 59,671 | ||||||||||||||||||||
Common Stock [Member] | Consultant Two [Member] | |||||||||||||||||||||
Stock-based payment award vesting period | 3 years | ||||||||||||||||||||
Stock option granted | 125,000 | ||||||||||||||||||||
Stock option exercise price per share | $ 1.25 | ||||||||||||||||||||
Stock option expiration period | 10 years | ||||||||||||||||||||
Stock based compensation expenses | 6,510 | ||||||||||||||||||||
Share based payment award, fair value | $ 1.2454 | ||||||||||||||||||||
Unamortized amount of stock option | 149,189 | ||||||||||||||||||||
Common Stock [Member] | Dr.Neil J. Campbell [Member] | |||||||||||||||||||||
Stock-based payment award vesting period | 3 years | ||||||||||||||||||||
Stock option granted | 500,000 | ||||||||||||||||||||
Stock option exercise price per share | $ 1.25 | ||||||||||||||||||||
Stock option expiration period | 10 years | ||||||||||||||||||||
Stock based compensation expenses | 26,042 | ||||||||||||||||||||
Share based payment award, fair value | $ 1.2454 | ||||||||||||||||||||
Unamortized amount of stock option | 596,754 | ||||||||||||||||||||
Common Stock [Member] | Employee One [Member] | |||||||||||||||||||||
Stock-based payment award vesting period | 3 years | ||||||||||||||||||||
Stock option granted | 15,000 | ||||||||||||||||||||
Stock option exercise price per share | $ 1.25 | ||||||||||||||||||||
Stock option expiration period | 10 years | ||||||||||||||||||||
Stock based compensation expenses | 868 | ||||||||||||||||||||
Share based payment award, fair value | $ 1.2445 | ||||||||||||||||||||
Unamortized amount of stock option | 17,806 | ||||||||||||||||||||
Common Stock [Member] | Dr. Steven Brooks, CMO [Member] | |||||||||||||||||||||
Stock-based payment award vesting period | 3 years | ||||||||||||||||||||
Stock option granted | 40,000 | ||||||||||||||||||||
Stock option exercise price per share | $ 1.25 | ||||||||||||||||||||
Stock option expiration period | 10 years | ||||||||||||||||||||
Stock based compensation expenses | 1,330 | ||||||||||||||||||||
Share based payment award, fair value | $ 1.2462 | ||||||||||||||||||||
Unamortized amount of stock option | 47,771 | ||||||||||||||||||||
Common Stock [Member] | Dr. Donald Very, Executive Vice President [Member] | |||||||||||||||||||||
Stock-based payment award vesting period | 3 years | ||||||||||||||||||||
Stock option granted | 40,000 | ||||||||||||||||||||
Stock option exercise price per share | $ 1.25 | ||||||||||||||||||||
Stock option expiration period | 10 years | ||||||||||||||||||||
Stock based compensation expenses | 2,083 | ||||||||||||||||||||
Share based payment award, fair value | $ 1.2461 | ||||||||||||||||||||
Unamortized amount of stock option | $ 47,767 | ||||||||||||||||||||
Warrants [Member] | Somahlution Inc [Member] | |||||||||||||||||||||
Issuance of common stock for acquisition, shares | 3,000,000 | ||||||||||||||||||||
Fair value of common stock and warrants | $ 1,932,300 | ||||||||||||||||||||
Warrant exercise price per share | $ 5 | ||||||||||||||||||||
Fair market value of warrant | $ 1,932,300 | ||||||||||||||||||||
Fair market value of warrant per share | $ 0.6441 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Stock issued during the period | $ 90,910 | ||||||||||||||||||||
Share issued price per share | $ 1.10 | ||||||||||||||||||||
Stock-based payment award vesting period | 3 years | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 100,000 | ||||||||||||||||||||
Stock option exercise price per share | $ 3 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Stock issued during the period | $ 27,727 | ||||||||||||||||||||
Share issued price per share | $ 0.9016 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||||||||||||||
Warrant One [Member] | |||||||||||||||||||||
Warrant to purchase shares of common stock | 168,008 | ||||||||||||||||||||
Warrant exercise price per share | $ 1.375 | ||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||
Fair market value of warrant | $ 152,249 | ||||||||||||||||||||
Fair market value of warrant per share | $ 0.9062 | ||||||||||||||||||||
Warrant Two [Member] | |||||||||||||||||||||
Warrant to purchase shares of common stock | 112,006 | ||||||||||||||||||||
Warrant exercise price per share | $ 1.375 | ||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||
Fair market value of warrant | $ 101,500 | ||||||||||||||||||||
Fair market value of warrant per share | $ 0.9062 | ||||||||||||||||||||
Warrant One and Two [Member] | |||||||||||||||||||||
Fair market value of warrant | $ 253,749 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Number of Options, Outstanding Beginning Balance | 2,715,000 | 265,000 |
Number of Options, Granted | 1,340,000 | 2,450,000 |
Number of Options, Exercised | (254,057) | |
Number of Options, Forfeited | ||
Number of Options, Outstanding Ending Balance | 3,800,943 | 2,715,000 |
Number of Options, Exercisable | 2,755,110 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 1.50 | $ 1.50 |
Weighted Average Exercise Price, Granted | 1.25 | 1.01 |
Weighted Average Exercise Price, Exercised | 1.02 | |
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Outstanding Ending Balance | 1.36 | $ 1.50 |
Weighted Average Exercise Price, Exercisable | $ 1.40 | |
Weighted Average Contractual Term, Outstanding Ending Balance | 8 years 9 months 25 days | |
Total Intrinsic Value, Ending Balance | $ 123,600 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Options Outstanding and Exercisable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options Outstanding | 3,800,943 | 2,715,000 | 265,000 |
Number of Options Exercisable | 2,755,110 | ||
Intrinsic value | $ 123,600 | ||
Exercise Price Range at 1.01 [Member] | |||
Exercise Price | $ 1.01 | ||
Number of Options Outstanding | 515,000 | ||
Number of Options Exercisable | 515,000 | ||
Term | P10Y | ||
Intrinsic value | $ 123,600 | ||
Exercise Price Range at 1.01 [Member] | Minimum [Member] | |||
Remaining Life in Years | 7 years 11 months 4 days | ||
Exercise Price Range at 1.01 [Member] | Maximum [Member] | |||
Remaining Life in Years | 8 years 11 days | ||
Exercise Price Range at 1.25 [Member] | |||
Exercise Price | $ 1.25 | ||
Number of Options Outstanding | 890,000 | ||
Number of Options Exercisable | 14,167 | ||
Term | P10Y | ||
Intrinsic value | |||
Exercise Price Range at 1.25 [Member] | Minimum [Member] | |||
Remaining Life in Years | 9 years 9 months 22 days | ||
Exercise Price Range at 1.25 [Member] | Maximum [Member] | |||
Remaining Life in Years | 9 years 11 months 1 day | ||
Exercise Price Range at 1.37 [Member] | |||
Exercise Price | $ 1.37 | ||
Number of Options Outstanding | 200,000 | ||
Number of Options Exercisable | 30,000 | ||
Term | P10Y | ||
Remaining Life in Years | 9 years 7 months 17 days | ||
Intrinsic value | |||
Exercise Price Range at 1.50 [Member] | |||
Exercise Price | $ 1.50 | ||
Number of Options Outstanding | 2,195,943 | ||
Number of Options Exercisable | 2,195,943 | ||
Term | P10Y | ||
Remaining Life in Years | 8 years 6 months 10 days | ||
Intrinsic value |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 30,973,000 | $ 27,552,000 |
Federal income tax rate | 21.00% | 21.00% |
Deferred tax assets, valuation allowance | $ 6,685,000 | $ 5,785,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at the statutory rate | $ (158,482) | $ (222,188) |
Non-deductible items | 385,216 | |
Deferred true-ups | (56,746) | |
Change in valuation allowance | 830,012 | 222,188 |
Total |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rates (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory federal rate | 21.00% | 21.00% |
Non-deductible / non-taxable items | (6.50%) | 0.00% |
Deferred true-up | (1.00%) | 0.00% |
Valuation allowance | (13.50%) | (21.00%) |
Total provision | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 6,504,000 | $ 5,785,000 |
Lease liability | 277,000 | |
Intangible assets | 181,000 | |
Fixed assets | (277,000) | |
Total gross deferred tax assets | 6,685,000 | 5,785,000 |
Less: Deferred tax asset valuation allowance | (6,685,000) | (5,785,000) |
Total net deferred taxes |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | Mar. 05, 2021 | Jan. 31, 2021 | Jan. 29, 2021 | Jan. 16, 2021 | Jan. 12, 2021 | Jan. 01, 2021 | Dec. 02, 2020 | Oct. 22, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock option granted | 1,340,000 | 2,450,000 | ||||||||
Stock option exercise price per share | $ 1.40 | |||||||||
Subsequent Event [Member] | ||||||||||
Share based payment award, description | On March 5, 2021, the Company modified the vesting of the common stock and stock options issued to Mr. Harmon. As of this date, all common stock was vested and 50% of the stock options were vested as of this date and the remaining 50% vest on October 22, 2021. See Note 9. | |||||||||
Subsequent Event [Member] | Employee [Member] | ||||||||||
Stock option vested at grant | 50,000 | |||||||||
Common Stock [Member] | Employee [Member] | ||||||||||
Stock option granted | 50,000 | |||||||||
Stock option exercise price per share | $ 1.25 | |||||||||
Stock option expiration period | 10 years | |||||||||
Stock-based payment award vesting period | 3 years | |||||||||
Common Stock [Member] | Roger Schaller, Executive Vice President [Member] | ||||||||||
Stock option granted | 40,000 | |||||||||
Stock option exercise price per share | $ 1.25 | |||||||||
Stock option expiration period | 10 years | |||||||||
Stock-based payment award vesting period | 3 years | |||||||||
Common Stock [Member] | Subsequent Event [Member] | Employee [Member] | ||||||||||
Stock option granted | 20,000 | 7,500 | ||||||||
Stock option exercise price per share | $ 1.25 | $ 1.25 | ||||||||
Stock option expiration period | 10 years | 10 years | ||||||||
Stock-based payment award vesting period | 3 years | 3 years | ||||||||
Common Stock [Member] | Subsequent Event [Member] | Roger Schaller, Executive Vice President [Member] | ||||||||||
Stock option granted | 40,000 | |||||||||
Stock option exercise price per share | $ 1.25 | |||||||||
Stock option expiration period | 10 years | |||||||||
Stock-based payment award vesting period | 3 years | |||||||||
Common Stock [Member] | Subsequent Event [Member] | Amy Chandler, Executive Vice President [Member] | ||||||||||
Stock option granted | 40,000 | |||||||||
Stock option exercise price per share | $ 1.25 | |||||||||
Stock option expiration period | 10 years | |||||||||
Stock-based payment award vesting period | 3 years | |||||||||
Common Stock [Member] | Subsequent Event [Member] | James Sapirstein, Chairman [Member] | ||||||||||
Stock option granted | 125,000 | |||||||||
Stock option exercise price per share | $ 1.25 | |||||||||
Stock option expiration period | 10 years | |||||||||
Stock-based payment award vesting period | 3 years | |||||||||
Common Stock [Member] | Subsequent Event [Member] | Terrry Brostowin, Director [Member] | ||||||||||
Stock option granted | 125,000 | |||||||||
Stock option exercise price per share | $ 1.25 | |||||||||
Stock option expiration period | 10 years | |||||||||
Stock-based payment award vesting period | 3 years | |||||||||
Common Stock [Member] | Subsequent Event [Member] | Dr. William Hearl, Director [Member] | ||||||||||
Stock option granted | 125,000 | |||||||||
Stock option exercise price per share | $ 1.25 | |||||||||
Stock option expiration period | 10 years | |||||||||
Stock-based payment award vesting period | 3 years | |||||||||
Common Stock [Member] | Subsequent Event [Member] | Julie Kamof, Director [Member] | ||||||||||
Stock option granted | 125,000 | |||||||||
Stock option exercise price per share | $ 1.25 | |||||||||
Stock option expiration period | 10 years | |||||||||
Stock-based payment award vesting period | 3 years | |||||||||
Common Stock [Member] | Subsequent Event [Member] | Dr. Vithal Dhaduk, Director [Member] | ||||||||||
Stock option granted | 125,000 | |||||||||
Stock option exercise price per share | $ 1.25 | |||||||||
Stock option expiration period | 10 years | |||||||||
Stock-based payment award vesting period | 3 years |